EPL Epl Oil & Gas

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2014

 

 

EPL Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-16179		72-1409562
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

919 Milam Street, Suite 1600 Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(713) 228-0711

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07

Submission of Matters to Vote of Security Holders.

On May 30, 2014, EPL Oil & Gas, Inc. (“EPL”) held a special meeting of stockholders (the “Special Meeting”). A total of 32,775,447 shares of EPL common stock entitled to vote, representing approximately 84% of the shares of EPL common stock outstanding as of the record date of April 21, 2014, were present or represented, in person or by proxy, at the Special Meeting.

At the Special Meeting, EPL stockholders voted on two items. Approximately 83% of the shares outstanding as of the record date and 99% of the shares that were voted approved the proposal to adopt the Merger Agreement (as defined below). Approximately 70% of the shares outstanding as of the record date and 83% of the shares that were voted approved the compensation to be paid or become payable to EPL’s named executive officers that is based on or otherwise relates to the transactions proposed by the Merger Agreement:

Item 1 – The Merger Agreement

The proposal to adopt the Agreement and Plan of Merger, dated as of March 12, 2014 by and among EPL, Energy XXI (Bermuda) Limited (“EXXI”), an exempted company under the laws of Bermuda, Energy XXI Gulf Coast, Inc., a Delaware corporation and indirect wholly-owned subsidiary of EXXI, and Clyde Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of EXXI Gulf Coast (as amended, the “Merger Agreement), pursuant to which Merger Sub would merge with and into EPL, with the result that EPL would become an indirect wholly-owned subsidiary of EXXI (the “Merger”).

The EPL stockholders approved Item 1 with the following voting results:

 

For		Against		Abstain
32,496,994		37,122		241,331

Item 2 – Non-Binding Advisory Vote on Executive Compensation

To consider and cast a non-binding advisory vote on the compensation that may be paid or become payable to EPL’s named executive officers that is based on or otherwise relates to transactions proposed by the Merger Agreement.

The EPL stockholders approved Item 2 with the following voting results:

 

For		Against		Abstain
27,308,900		4,958,777		507,770

 

Item 8.01

Other Events.

On May 30, 2014, EXXI and EPL issued a joint press release announcing the voting results at their respective special meetings. A copy of this joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additionally, on May 30, 2014, EXXI and EPL issued a joint press release that announced the expiration of the EPL stockholders’ merger consideration election deadline on May 30, 2014, at 5:00 p.m., Eastern Time. On June 2, 2014, EXXI and EPL issued a joint press release announcing the preliminary results of the merger consideration elections. Copies of these press releases are attached hereto as Exhibits 99.2 and 99.3, and are incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Description
99.1		Joint Press Release of EPL Oil & Gas, Inc. and Energy (XXI) Bermuda Limited, dated May 30, 2014
99.2		Joint Press Release of EPL Oil & Gas, Inc. and Energy (XXI) Bermuda Limited, dated May 30, 2014
99.3		Joint Press Release of EPL Oil & Gas, Inc. and Energy (XXI) Bermuda Limited, dated June 2, 2014

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 2, 2014

 

EPL Oil & Gas, Inc.
By:		/s/ David P. Cedro
		David P. Cedro Senior Vice President, Chief Accounting Officer and Corporate Secretary

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Exhibit Index

 

Exhibit No.		Description
99.1		Joint Press Release of EPL Oil & Gas, Inc. and Energy (XXI) Bermuda Limited, dated May 30, 2014
99.2		Joint Press Release of EPL Oil & Gas, Inc. and Energy (XXI) Bermuda Limited, dated May 30, 2014
99.3		Joint Press Release of EPL Oil & Gas, Inc. and Energy (XXI) Bermuda Limited, dated June 2, 2014

Exhibit 99.1

 

 

Shareholders of Energy XXI and EPL Approve Share Issuance and Merger

HOUSTON, TEXAS, May 30, 2014 — Energy XXI (Bermuda) Limited (“Energy XXI”) (NASDAQ: EXXI) (AIM: EXXI) and EPL Oil & Gas, Inc. (“EPL”) (NYSE: EPL) jointly announced today that the shareholders of Energy XXI and stockholders of EPL have approved the proposed merger contemplated by the Agreement and Plan of Merger, dated as of March 12, 2014 (as amended, the “Merger Agreement”), by and among Energy XXI, EPL, Energy XXI Gulf Coast, Inc. (“Gulf Coast”), an indirect wholly owned subsidiary of Energy XXI, and Clyde Merger Sub, Inc., a wholly owned subsidiary of Gulf Coast (“Merger Sub”). If the proposed merger is completed, Merger Sub would merge with and into EPL, with the result that EPL would become an indirect wholly owned subsidiary of EXXI.

A special meeting of Energy XXI shareholders was held on May 30, 2014, to approve the issuance of shares of Energy XXI common stock to EPL stockholders as consideration for the merger and to elect Scott A. Griffiths to serve as a Class II director on the Energy XXI board of directors. Approximately 74% of the shares outstanding as of the record date on April 21, 2014, and 97% of the shares that were voted approved the issuance of Energy XXI common stock in connection with the merger. Approximately 74% of the shares outstanding as of the record date and 97% of the shares that were voted approved the election of Scott A. Griffiths to serve as Class II director on the Energy XXI board of directors. Mr. Griffiths currently serves on the EPL board of directors.

A special meeting of EPL stockholders was also held on May 30, 2014, to approve the Merger Agreement. Approximately 83% of the shares outstanding as of the record date of April 21, 2014, and 99% of the shares that were voted approved the Merger Agreement. EPL stockholders also approved, by non-binding advisory vote, specified compensation arrangements that may be paid or become payable to EPL’s named executive officers in connection with consummation of the merger by a vote of approximately 70% of the shares outstanding as of the record date and 83% of the shares that were voted.

The approvals by the Energy XXI shareholders and EPL stockholders described above satisfy two of the conditions required to finalize the merger. The consummation of the merger is still subject to certain other customary closing conditions. Subject to the satisfaction of all such conditions, the parties currently expect to complete the merger on or about June 3, 2014.

 

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SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements concerning the proposed transaction, its financial and business impact, management’s beliefs and objectives with respect thereto, and management’s current expectations for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions or other words of similar meaning are intended to identify those assertions as forward-looking statements. It is uncertain whether the events anticipated will transpire, or if they do occur, what impact they will have on the results of operations and financial condition of Energy XXI, EPL or of the combined company. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to the ability of the parties to satisfy the conditions precedent and consummate the proposed transaction, the timing of consummation of the proposed transaction, the ability of the parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated, the ability of Energy XXI to integrate the acquired operations, the ability to implement the anticipated business plans following closing and achieve anticipated benefits and savings, and the ability to realize opportunities for growth. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the documents filed with the SEC by Energy XXI and EPL from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements included in this press release are made only as of the date hereof. Neither Energy XXI nor EPL undertakes any obligation to update the forward-looking statements included in this press release to reflect subsequent events or circumstances.

About Energy XXI

Energy XXI is an independent oil and natural gas exploration and production company whose growth strategy emphasizes acquisitions, enhanced by its value-added organic drilling program. The company’s properties are located in the U.S. Gulf of Mexico waters and the Gulf Coast onshore. Cantor Fitzgerald Europe is Energy XXI’s listing broker in the United Kingdom. To learn more, visit the Energy XXI website at www.EnergyXXI.com.

About EPL

Founded in 1998, EPL is an independent oil and natural gas exploration and production company headquartered in Houston, Texas with an office in New Orleans, Louisiana. The Company’s operations are concentrated in the U.S. Gulf of Mexico shelf, focusing on the state and federal waters offshore Louisiana. For more information, please visit www.eplweb.com.

 

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ENQUIRIES OF EXXI

 

Energy XXI		Cantor Fitzgerald Europe
Stewart Lawrence		Nominated Adviser: David Porter, Rick Thompson
Vice President, Investor Relations and Communications		Corporate Broking: Richard Redmayne
713-351-3006		Tel: +44 (0) 20 7894 7000
slawrence@energyxxi.com
Greg Smith		Pelham Bell Pottinger
Director, Investor Relations		James Henderson
713-351-3149		jhenderson@pelhambellpottinger.co.uk
gsmith@energyxxi.com		Mark Antelme
		mantelme@pelhambellpottinger.co.uk
		+44 (0) 20 7861 3232

ENQUIRIES OF EPL

 

EPL		Ward
T.J. Thom		Deborah Buks
Executive Vice President, Chief Financial Officer		713-869-0707
tthom@eplweb.com		dbuks@wardcc.com
Brunswick Group		Molly LeCronier
Mark Palmer		713-869-0707
214-254-3790		mlecronier@wardcc.com
mpalmer@brunswickgroup.com

 

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Exhibit 99.2

 

 

Energy XXI and EPL Announce Expiration of Election Deadline

HOUSTON, TEXAS, May 30, 2014 — Energy XXI (Bermuda) Limited (“Energy XXI”) (NASDAQ: EXXI) (AIM: EXXI) and EPL Oil & Gas, Inc. (“EPL”) (NYSE: EPL) jointly announced today that the election deadline for EPL stockholders to elect the form of consideration they wish to receive in EPL’s proposed merger with an indirect wholly owned subsidiary of Energy XXI, as described in more detail below, expired today, May 30, 2014, at 5:00 p.m., Eastern Time. In accordance with the Agreement and Plan of Merger, dated as of March 12, 2014 (as amended, the “Merger Agreement”), by and among Energy XXI, EPL, Energy XXI Gulf Coast, Inc. (“Gulf Coast”), an indirect wholly owned subsidiary of Energy XXI, and Clyde Merger Sub, Inc., a wholly owned subsidiary of Gulf Coast (“Merger Sub”), Merger Sub would merge with and into EPL, with the result that EPL would become an indirect wholly owned subsidiary of EXXI (the “Merger”).

EPL stockholders had the choice to elect to receive, for each share of EPL common stock held by that stockholder, cash, Energy XXI common stock or a combination of cash and Energy XXI common stock (the “Merger Consideration”), subject to proration with respect to the stock and cash portion so that approximately 65% of the aggregate Merger Consideration will be paid in cash and approximately 35% will be paid in Energy XXI common stock. EPL stockholders with questions regarding the election procedures or who wish to obtain copies of any election materials may contact Continental Stock Transfer & Trust Company, the exchange agent for this transaction, at 917-262-2378, between the hours of 9 a.m. and 5 p.m., Eastern Time, or Mackenzie Partners, Inc., EPL’s proxy solicitor, at 800-322-2885.

Energy XXI and EPL will announce preliminary results of the election process prior to opening of trading on the NYSE on Monday, June 2, 2014. Those preliminary results will reflect the elections made by EPL stockholders who hold their shares in street name. As for EPL stockholders who hold record ownership directly, the tabulation of those elections will be finalized later that day. After the final results of the election process are determined, the final Merger Consideration and the allocation of the Merger Consideration will be calculated in accordance with the Merger Agreement.

The consummation of the Merger is expected to occur on or about June 3, 2014, subject to certain customary closing conditions.

 

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SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements concerning the proposed transaction, its financial and business impact, management’s beliefs and objectives with respect thereto, and management’s current expectations for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions or other words of similar meaning are intended to identify those assertions as forward-looking statements. It is uncertain whether the events anticipated will transpire, or if they do occur, what impact they will have on the results of operations and financial condition of Energy XXI, EPL or of the combined company. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to the ability of the parties to satisfy the conditions precedent and consummate the proposed transaction, the timing of consummation of the proposed transaction, the ability of the parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated, the ability of Energy XXI to integrate the acquired operations, the ability to implement the anticipated business plans following closing and achieve anticipated benefits and savings, and the ability to realize opportunities for growth. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the documents filed with the SEC by Energy XXI and EPL from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements included in this press release are made only as of the date hereof. Neither Energy XXI nor EPL undertakes any obligation to update the forward-looking statements included in this press release to reflect subsequent events or circumstances.

About Energy XXI

Energy XXI is an independent oil and natural gas exploration and production company whose growth strategy emphasizes acquisitions, enhanced by its value-added organic drilling program. The company’s properties are located in the U.S. Gulf of Mexico waters and the Gulf Coast onshore. Cantor Fitzgerald Europe is Energy XXI’s listing broker in the United Kingdom. To learn more, visit the Energy XXI website at www.EnergyXXI.com.

About EPL

Founded in 1998, EPL is an independent oil and natural gas exploration and production company headquartered in Houston, Texas with an office in New Orleans, Louisiana. The Company’s operations are concentrated in the U.S. Gulf of Mexico shelf, focusing on the state and federal waters offshore Louisiana. For more information, please visit www.eplweb.com.

 

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ENQUIRIES OF EXXI

 

Energy XXI Stewart Lawrence Vice President, Investor Relations and Communications 713-351-3006 slawrence@energyxxi.com		Cantor Fitzgerald Europe Nominated Adviser: David Porter, Rick Thompson Corporate Broking: Richard Redmayne Tel: +44 (0) 20 7894 7000
Greg Smith Director, Investor Relations 713-351-3149 gsmith@energyxxi.com		Pelham Bell Pottinger James Henderson jhenderson@pelhambellpottinger.co.uk Mark Antelme mantelme@pelhambellpottinger.co.uk +44 (0) 20 7861 3232

ENQUIRIES OF EPL

 

EPL		Ward
T.J. Thom		Deborah Buks
Executive Vice President, Chief Financial Officer		713-869-0707
tthom@eplweb.com		dbuks@wardcc.com
Brunswick Group		Molly LeCronier
Mark Palmer		713-869-0707
214-254-3790		mlecronier@wardcc.com
mpalmer@brunswickgroup.com

 

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Exhibit 99.3

 

Energy XXI and EPL Announce Preliminary Results of

Merger Consideration Elections

HOUSTON, TEXAS, June 2, 2014 — Energy XXI (Bermuda) Limited (“Energy XXI”) (NASDAQ: EXXI) (AIM: EXXI) and EPL Oil & Gas, Inc. (“EPL”) (NYSE: EPL) jointly announced today the preliminary results of the merger consideration elections made by EPL stockholders prior to the election deadline, which expired on Friday, May 30, 2014, at 5:00 p.m., Eastern time.

The merger consideration elections were made under the Agreement and Plan of Merger, dated as of March 12, 2014 (as amended, the “Merger Agreement”), by and among Energy XXI, EPL, Energy XXI Gulf Coast, Inc., an indirect wholly owned subsidiary of Energy XXI (“Gulf Coast”), and Clyde Merger Sub, Inc., a wholly owned subsidiary of Gulf Coast (“Merger Sub”), pursuant to which Merger Sub would merge with and into EPL, with the result that EPL would become an indirect wholly owned subsidiary of EXXI (the “Merger”).

The following preliminary Merger Consideration election results reflect only the elections made by EPL stockholders who hold their shares of common stock in street name. The tabulation of the elections by those EPL stockholders who hold their record ownership directly will be finalized and announced later today. In addition to the share totals shown below, 836,311 additional shares of EPL common stock are not yet outstanding, but are issuable in connection with the net exercise of outstanding stock options. In accordance with the Merger Agreement, each net exercise share will be converted into $39.00 in cash, without proration. Including these net exercise shares, a total of 39,928,038 shares of EPL common stock will receive merger consideration in the Merger.

 

Election		EPL Shares
Cash Election, excluding stock option net exercise shares			30,232,580
Mixed Election, including no election (Note 1)			7,718,840
Stock Election			1,140,307

Note 1: Under the Merger Agreement, EPL stockholders who did not make an election prior to the May 30^th deadline are treated as having made a Mixed Election. Stockholders holding shares of EPL common stock in street name made affirmative Mixed Elections with respect to 2,609,121 shares. The remaining 5,109,719 shares in the Mixed Election category are either (i) shares held in street name for which no election was made prior to the deadline or (ii) shares for which record ownership is held directly, which have not yet been tabulated.

Based on these preliminary results, each share of EPL common stock would be converted into the following Merger Consideration:

 

Election		Cash				Energy XXI Stock
Cash Election, excluding stock option net exercise shares		$	25.93				0.5594
Mixed Election, including no election		$	25.35				0.5840
Stock Election		$	0.00				1.6690

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However, the final Merger Consideration election results will likely cause these proration calculations to change. After the final results of the election process are determined, the final allocation of the Merger Consideration will be calculated in accordance with the Merger Agreement.

Each EPL stockholder had the choice to elect to receive, for each share of EPL common stock held by that stockholder, $39.00 in cash (“Cash Election”), 1.669 shares of Energy XXI common stock (“Stock Election”) or a combination of $25.35 in cash and 0.584 of a share of Energy XXI common stock (“Mixed Election” and collectively the “Merger Consideration”), subject to proration with respect to the Stock Election and the Cash Election so that approximately 65% of the aggregate Merger Consideration will be paid in cash and approximately 35% will be paid in Energy XXI common stock.

EPL stockholders with questions regarding the election procedures may contact Continental Stock Transfer & Trust Company, the exchange agent for this transaction, at 917-262-2378, between the hours of 9 a.m. and 5 p.m., Eastern time, or Mackenzie Partners, Inc., EPL’s proxy solicitor, at 800-322-2885.

The Merger is expected to be completed on or about June 3, 2014, subject to certain customary closing conditions.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements concerning the proposed transaction, its financial and business impact, management’s beliefs and objectives with respect thereto, and management’s current expectations for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions or other words of similar meaning are intended to identify those assertions as forward-looking statements. It is uncertain whether the events anticipated will transpire, or if they do occur, what impact they will have on the results of operations and financial condition of Energy XXI, EPL or of the combined company. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to the ability of the parties to satisfy the conditions precedent and consummate the proposed transaction, the timing of consummation of the proposed transaction, the ability of Energy XXI to integrate the acquired operations, the ability to implement the anticipated business plans following closing and achieve anticipated benefits and savings, and the ability to realize opportunities for growth. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the documents filed with the SEC by Energy XXI and EPL from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements included in this press release are made only as of the date hereof. Neither Energy XXI nor EPL undertakes any obligation to update the forward-looking statements included in this press release to reflect subsequent events or circumstances.

About Energy XXI

Energy XXI is an independent oil and natural gas exploration and production company whose growth strategy emphasizes acquisitions, enhanced by its value-added organic drilling program. The company’s properties are located in the U.S. Gulf of Mexico waters and the Gulf Coast onshore. Cantor Fitzgerald Europe is Energy XXI’s listing broker in the United Kingdom. To learn more, visit the Energy XXI website at www.EnergyXXI.com.

 

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About EPL

Founded in 1998, EPL is an independent oil and natural gas exploration and production company headquartered in Houston, Texas with an office in New Orleans, Louisiana. The company’s operations are concentrated in the U.S. Gulf of Mexico shelf, focusing on the state and federal waters offshore Louisiana. For more information, please visit www.eplweb.com.

ENQUIRIES OF EXXI

 

 

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