Current Report Filing (8-k)
April 20 2016 - 6:05AM
Edgar (US Regulatory)
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):
April 14, 2016
Energy XXI Ltd
(Exact name of registrant as specified in
its charter)
BERMUDA
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001-33628
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98-0499286
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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Canon’s Court, 22 Victoria Street,
P.O. Box HM
1179, Hamilton HM EX, Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code
(441) 295-2244
(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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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As previously reported, on April 14, 2016,
Energy XXI Ltd, a Bermuda exempted company (the “Company”) and certain of its subsidiaries filed voluntary petitions
for reorganization in the United States Bankruptcy Court for the Southern District of Texas, Houston Division seeking relief under
the provisions of chapter 11 of Title 11 of the United States Bankruptcy Code under the caption
In re Energy XXI Ltd, et al
.,
Case No. 16-31928 (collectively, the “Bankruptcy Petitions”).
On April 14, 2016, the
Company received a letter from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market
LLC (“NASDAQ”) stating that the Staff had determined the Company’s common stock will be delisted from
NASDAQ. The decision was reached by the Staff under NASDAQ Listing Rules 5101, 5110(b) and IM-5101-1 as a result of
the Company’s announcement that the Company filed the Bankruptcy Petitions, the associated public interest concerns
raised by the Bankruptcy Petitions, concerns regarding the residual equity interest of the existing listed securities holders
and concerns about the Company’s ability to sustain compliance with all requirements for continued listing on NASDAQ.
The Staff’s notice to the Company also stated that, on February 24, 2016, the Staff notified the Company that the bid
price of the Company’s common shares had closed below $1.00 per share for 30 consecutive trading days, and accordingly,
it did not comply with Listing Rule 5450(a)(1), which served as an additional basis for the delisting determination.
The letter further indicates that, unless
the Company requests an appeal, trading of the Company’s common stock will be suspended at the opening of business on April
25, 2016, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove
the Company’s common stock from listing and registration on NASDAQ.
The Company
does not intend to appeal NASDAQ’s determination. If the Company does not appeal the Staff’s determination, the Company
expects that its common stock will be eligible to be quoted on the OTC Pink operated by the OTC Markets Group Inc. (the “OTC
Pink”). To be quoted on the OTC Pink, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it
can initiate a quote in a specific security. The OTC Pink is a significantly more limited market than NASDAQ, and the quotation
of the Company’s common stock on the OTC Pink may result in a less liquid market available for existing and potential shareholders
to trade shares of the Company’s common stock and could further depress the trading price of the Company’s common stock.
There can be no assurance that any public market for the Company’s common stock will exist in the future or that the Company
or its successor will be able to relist its common stock on a national securities exchange.
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.
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Energy XXI Ltd
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By:
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/s/ Bruce W. Busmire
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Bruce W. Busmire
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April 20, 2016
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Chief Financial Officer
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