HOUSTON, April 7, 2014 (GLOBE NEWSWIRE) -- Energy XXI (Bermuda) Ltd. ("Energy XXI") (Nasdaq:EXXI) (LSE:EXXI) announced it has commenced a consent solicitation with respect to proposed amendments to the indenture governing the 8.250% Senior Notes due 2018 of EPL Oil & Gas, Inc. ("EPL") (CUSIP No. 29270U AN5) (the "Notes"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated April 7, 2014 (the "Statement").
Energy XXI is soliciting consents from holders of record as of 5:00 p.m., New York City time, on April 4, 2014, to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), to waive EPL's obligation to make and consummate a COC Offer (as defined below) upon the closing of the Merger (as defined below) by amending certain provisions of the Indenture, including the definition of "Change of Control." Subject to the terms and conditions set forth in the Statement, Energy XXI will pay eligible holders who validly deliver and do not revoke their consents on or prior to 5:00 p.m., New York City time, on April 17, 2014, as may be extended by Energy XXI in accordance with the statement (the "Expiration Date"), a cash payment equal to $2.50 per $1,000 aggregate principal amount of Notes consented (the "Consent Fee"). The Consent Fee will only be payable upon, among other things, the receipt of Requisite Consents (as defined below) and the closing of the Merger.
Energy XXI is seeking the Proposed Amendments in connection with the previously announced Agreement and Plan of Merger, dated as of March 12, 2014, among Energy XXI, EPL, Energy XXI Gulf Coast, Inc. and Clyde Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into EPL (the "Merger") with EPL surviving the Merger as an indirect direct wholly owned subsidiary of Energy XXI. If the Merger is consummated and the Proposed Amendments do not become effective, a Change of Control (as defined in the Indenture) is expected to occur, which would require EPL to make an offer to repurchase the Notes at 101% of the principal amount thereof plus accrued and unpaid interest (the "COC Offer").