As filed with the Securities and Exchange Commission on December 30, 2016
REGISTRATION STATEMENT NO. 333-208389
REGISTRATION STATEMENT NO. 333-208386
REGISTRATION STATEMENT NO. 333-208385
REGISTRATION STATEMENT NO. 333-177095
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-208389
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-208386
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-208385
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-177095
UNDER THE SECURITIES ACT OF 1933
Energy XXI Ltd
(Exact name of registrant as specified in its charter)
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Bermuda (State or other jurisdiction of incorporation or organization) |
98-0499286 (I.R.S. Employer Identification Number) |
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Canon’s Court, 22 Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda 441-295-2244 ______________________
1021 Main, Suite 2626 Houston, Texas 77002 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | |
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ENERGY XXI SERVICES, LLC AMENDED AND RESTATED 2006 LONG-TERM INCENTIVE PLAN ENERGY XXI SERVICES, LLC 2008 FAIR MARKET VALUE STOCK PURCHASE PLAN ENERGY XXI SERVICES, LLC EMPLOYEE STOCK PURCHASE PLAN ENERGY XXI SERVICES PLAN (Full title of the plan) | |
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______________________
Juliet Evans Canon’s Court, 22 Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda (441) 295-2244
Hugh Menown 1021 Main, Suite 2626 Houston, Texas 77002 713-351-3000 ______________________
(Name, Address, including Zip Code, and
Telephone Number, ______________________
Copy to:
Sarah Morgan Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002-6760 (713) 758-2222 | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ |
| (Do not check if a smaller reporting company) |
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”) are being filed to certain plan participation interests and unsold shares of common stock, par value $0.005 per share (the “Shares”), of Energy XXI Ltd, a Bermuda exempted company (the “Registrant”), under the Registration Statements on Form S-8 filed by the Registrant (File Nos. 333-208389, 333-208386, 333-208385 and 333-177095) (the “Registration Statements”) with the Securities and Exchange Commission pertaining to the registration of Shares offered under (i) the Energy XXI Services LLC Amended and Restated 2006 Long-Term Incentive Plan, (ii) the Energy XXI Services, LLC 2008 Fair Market Value Stock Purchase Plan (iii) the Energy XXI Services, LLC Employee Stock Purchase Plan and (iv) the Energy XXI Services Plan.
On April 14, 2016 (the “Petition Date”), the Registrant, Energy XXI Gulf Coast, Inc., an indirect wholly-owned subsidiary of the Registrant (“EGC”), EPL Oil & Gas, Inc., an indirect wholly-owned subsidiary of the Registrant (“EPL”), and certain other subsidiaries of the Registrant (together with the Registrant, EGC and EPL, the “Debtors”) filed voluntary petitions for reorganization in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under the provisions of chapter 11 of Title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) under the caption In re Energy XXI Ltd, et al., Case No. 16-31928 (the “Chapter 11 Cases”).
On July 15, 2016, the Bankruptcy Court entered the Order (A) Approving the Disclosure Statement and the Form and Manner of Service Related Thereto, (B) Setting Dates for the Objection Deadline and Hearing Relating to Confirmation of the Plan and (C) Granting Related Relief. On July 18, 2016, the Debtors filed the solicitation version of the Debtors’ Third Amended Disclosure Statement (as may be further modified, supplemented, or otherwise amended from time to time, the “Disclosure Statement”).
On November 21, 2016, the Debtors filed the Second Amended Proposed Joint Chapter 11 Plan of Reorganization (as amended, modified, or supplemented from time to time, the “Plan”) and the solicitation version of the Second Supplement to the Disclosure Statement Setting Forth Modifications to the Plan (as may be further modified, supplemented, or otherwise amended from time to time, the “Disclosure Statement Supplement”). On November 21, 2016, the Bankruptcy Court entered the Order (A) Approving the Adequacy of the Disclosure Statement Supplement to the Debtors’ Third Amended Disclosure Statement Setting Forth Modifications to the Debtors’ Plan and the Continued Solicitation of the Plan and (B) Granting Related Relief approving updated solicitation and tabulation procedures with respect to the Plan.
On December 13, 2016, the Bankruptcy Court entered an order (the “Confirmation Order”) pursuant to the Bankruptcy Code, which approved and confirmed the Plan as modified by the Confirmation Order. The Debtors expect to emerge from the Chapter 11 Cases on December 30, 2016.
As a result of the Chapter 11 Cases and the Registrant’s parallel proceedings to wind up and dissolve under the laws of Bermuda pursuant to the Plan, the Registrant has terminated all offerings of its Shares pursuant to its existing registration statements, including the Registration Statements. Accordingly, pursuant to the undertaking contained in Part II of each of the Registration Statements, the Registrant hereby removes from registration, by means of the Post-Effective Amendments, any of the Shares registered that remain unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 30th day of December, 2016.
| ENERGY XXI LTD | ||
| By: | /s/ Bruce W. Busmire | |
| Name: Bruce W. Busmire | ||
| Title: Chief Financial Officer | ||
No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act.