Members of the boards of directors and management teams of Energy XXI and EPL all have entered into voting agreements in support of the transaction.
Energy XXI expects that the completion of the transaction will trigger change-of-control provisions in the indenture governing EPL's existing senior notes. These change-of-control provisions entitle holders of the notes to receive 101 percent of par for the notes, plus accrued and unpaid interest from a change-of-control offer related to the notes. Energy XXI expects any of EPL's notes not tendered pursuant to the change of control offer to remain outstanding following the transaction, subject to any opportunistic refinancing of such notes it may pursue in the future based on market conditions and in accordance with the indenture for those notes.
ADVISORS AND COUNSEL
Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC acted as financial advisors to the Energy XXI board of directors and each rendered a fairness opinion in connection with the transaction. Vinson & Elkins L.L.P. acted as legal advisor to the Energy XXI board of directors. Barclays acted as financial advisors to the EPL board of directors and rendered a fairness opinion in connection with the transaction. Sidley Austin LLP acted as legal advisor to the EPL board of directors.CONFERENCE CALLS SCHEDULED Energy XXI has scheduled a conference call for today, March 12, 2014, at 8 a.m. CDT (1 p.m. London time) to discuss the acquisition. To actively participate on the conference call, please call 1 (631) 813-4724 about 5 minutes before the scheduled start time and use Confirmation Code 12508402. U.K. callers may dial (0) 800 0288 438. Those who wish to view the presentation materials, or to participate in listen-only mode, should access the event through the company's web site, www.energyxxi.com . A replay of the call will be archived and available on the web site following the live call. EPL has scheduled a conference call for Wednesday, March 12, 2014, at 9 a.m. CDT to discuss the acquisition. To actively participate on the conference call, please call the Toll-Free Dial-In Number (866) 845-8624, or International Dial-In (706) 634-0487, approximately five minutes before the scheduled start time and use Conference ID Code: 12862334. Those who wish to participate in listen-only mode can access the event through the company's web site, www.eplweb.com . A replay of the call will be archived and available on the web site following the live call. 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. Competent Person Disclosure The technical information contained in this announcement relating to resources and operations adheres to the standard set by the Society of Petroleum Engineers ("SPE"). Phil Kerig, Director of Corporate Development , is the qualified person who has reviewed and approved the technical information contained in this announcement. 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 . IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the proposed transactions, Energy XXI intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Energy XXI and EPL that also constitutes a prospectus of Energy XXI. Each of Energy XXI and EPL also plan to file other relevant documents with the SEC regarding the proposed transactions. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Energy XXI and EPL with the SEC at the SEC's website at www.sec.gov . You may also obtain these documents by contacting Energy XXI's Investor Relations department at (713) 351-3175 or via e-mail at IR@energyxxi.com or by contacting EPL's Investor Relations department at (713) 228-0711 or via email at email@example.com. PARTICIPANTS IN THE SOLICITATION Energy XXI and EPL and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about Energy XXI's directors and executive officers is available in Energy XXI's proxy statement dated October 7, 2013, for its 2013 Annual Meeting of Shareholders. Information about EPL's directors and executive officers is available in EPL's proxy statement dated March 21, 2013, for its 2013 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement, Energy XXI proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Energy XXI or EPL using the sources indicated above.