Energy XXI: Exchange Offer for Warrants to Purchase Common Shares
Energy XXI (Bermuda) Limited announced a warrant tender offer to exchange its outstanding 77,264,872 warrants to purchase common shares for common shares and or a combination of common shares and cash. The Warrants are listed under the symbol EXXW on the Alternative Investment Market (AIM), a market operated by the London Stock Exchange.
Each Warrant is currently exercisable into one restricted common share for an exercise price of $5.00. These restricted common shares, with the ticker symbol EXXS, are not eligible for deposit in CREST or DTC and expire on Oct. 20, 2009. The Offer will allow each warrant holder to exchange their Warrants (subject to certain limitations expressed in the Offer) in one of three ways, or a combination thereof, and to receive unrestricted common shares that will be listed on AIM and on the NASDAQ Capital Market under the symbol EXXI, and which are eligible for deposit in CREST and DTC:
--The warrant holder would receive one (1) unrestricted common share for every five (5) Warrants tendered ("Cashless Option");
--The warrant holder would receive two (2) unrestricted common shares for every three (3) Warrants and $6.35 cash payment tendered ("Cash Option"); and/or
--The warrant holder would receive one (1) unrestricted common share for every Warrant and $4.00 cash payment tendered ("Reduced Cash Option").
The Offer will expire at 5:00 p.m., New York City time, on Friday, June 20, 2008, unless extended or earlier terminated by Energy XXI. Warrant holders may withdraw tendered Warrants at any time before the exchange offer expires, or if not previously returned, a Warrant holder may withdraw any tendered Warrants that are not accepted by the Company on or before June 20, 2008.
John Schiller (Chairman and Chief Executive Officer), Steve Weyel (President and Chief Operating Officer) and West Griffin (Chief Financial Officer) intend to tender 100 percent of their respective Warrants in the offering, representing a total of 3,369,413 Warrants, or 4.4 percent of the total of 77,264,872 warrants outstanding. Tendered Warrants will be cancelled. The maximum number of shares that may be issued pursuant to the tender is 77,264,872 unrestricted shares, which would occur if all Warrants are tendered under the Reduced Cash Option. Share dilution in this instance would be equal to the issuance of 77,264,872 restricted shares under the original terms of the existing Warrants.
The Offer is being made pursuant to an exchange offer prospectus that is filed as a part of a Registration Statement filed today by the Company with the Securities and Exchange Commission. Copies of the prospectus contained in the Registration Statement may be obtained, when made available, from the Energy XXI contacts listed below. The Offer is subject to the satisfaction of certain conditions. The document containing the Offer is expected to be sent to Warrant holders shortly.
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