Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 09 2016 - 3:37PM
Edgar (US Regulatory)
|
UNITED STATES
|
OMB APPROVAL
|
|
SECURITIES
AND EXCHANGE COMMISSION
|
OMB Number …………..3235-0058
|
|
Washington, D.C. 20549
|
Expires ……….......October 31, 2018
|
|
|
Estimated average burden
|
|
|
hours per response ….…….…..2.50
|
|
|
|
|
|
SEC FILE NUMBER
|
|
FORM 12b-25
|
001-33628
|
|
|
|
|
NOTIFICATION OF LATE FILING
|
CUSIP NUMBER
G10082140
|
|
(Check One)
:
|
¨
Form
10-K
¨
Form 20-F
¨
Form
11-K
x
Form 10-Q
¨
Form
10-D
¨
Form N-SAR
¨
Form N-CSR
|
For Period Ended: September 30, 2016
¨
Transition
Report on Form 10-K
¨
Transition
Report on Form 20-F
¨
Transition
Report on Form 11-K
¨
Transition
Report on Form 10-Q
¨
Transition
Report on Form N-SAR
For the Transition Period Ended: _______________________________________________________
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to
imply that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
|
|
PART I — REGISTRANT
INFORMATION
Energy XXI Ltd
Full Name of
Registrant
|
|
N/A
Former Name
if Applicable
|
|
Canon’s Court, 22 Victoria Street, PO Box HM 1179
Address of Principal
Executive Office
(Street and Number)
|
|
Hamilton HM EX, Bermuda
City, State
and Zip Code
|
PART II — RULES 12b-25(b)
AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
x
|
(a) The reason described in reasonable
detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant’s statement
or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
SEC 1344 (04-09)
|
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
PART III — NARRATIVE
State below in reasonable detail why Forms
10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
Energy XXI Ltd, a Bermuda
exempted company (the “Company”), is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly
Report on Form 10-Q for the period ended September 30, 2016 (the “September Form 10-Q”). The Company is unable to file
its September Form 10-Q within the prescribed time period permitted by the applicable rules of the United States Securities and
Exchange Commission (the “SEC”) without unreasonable effort and expense. As previously reported on April 14, 2016,
the Company and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Bankruptcy
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”).
The Company
has devoted substantial attention to operate the Company’s business and restructure the Company’s financial obligations
under the protection of the Bankruptcy Court, (ii) meet the reporting requirements of the Bankruptcy Court and the Bankruptcy Code,
and (iii) satisfy the Company’s obligations and diligence requests to other parties with interests in the Chapter 11 Cases.
The Company is working diligently to address
the issue and anticipates that the September Form 10-Q will be filed on or before the fifth calendar day following its prescribed
due date, although there can be no assurance in this regard.
PART IV — OTHER INFORMATION
|
(1)
|
Name and telephone number of person to contact in regard to this notification.
|
|
Bruce W. Busmire
|
|
713
|
|
351-3033
|
|
(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
|
|
(2)
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act
of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes
x
No
¨
|
|
(3)
|
Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? Yes
x
No
¨
|
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
As a result of the matters
discussed in Part III above, the Company’s financial condition and results of operations reflected in the Company’s
financial statements for the quarter ended September 30, 2016 will not be comparable to the financial condition or results of operations
reflected in the Company’s financial statements for the quarter ended September 30, 2015 due to the Company’s preparation
of the financial statements for the September Form 10-Q as a Debtor in Possession, which includes classification of a significant
amount of its long-term debt and liabilities under the non-current liability caption “Liabilities Subject to Compromise.”
In addition, the Company has not accrued interest on any debt included in liabilities subject to compromise and has incurred significant
restructuring costs at September 30, 2016.
Cautionary Note to Investors Regarding Forward-Looking Statements
This Notification of Late
Filing on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, as amended. Forward-looking statements include, among other things, the statement that the Company expects to file its September
Form 10-Q on or before the fifth calendar day following its prescribed due date. There can be no assurance that the Company will
be able to file its September Form 10-Q within that time period or that any estimates will not change. Forward-looking statements
are subject to a number of uncertainties and risks, and actual results may differ materially from those projected. Factors that
could affect the Company’s actual results include unanticipated delays in the conclusion of the Debtors’ ongoing Chapter
11 Cases and the effects of other various risk factors and uncertainties disclosed in the Company’s filings with the SEC,
especially on Forms 10-K, 10-Q and 8-K. Such forward-looking statements are made only as of the date of this Notification of Late
Filing on Form 12b-25, and the Company does not undertake any obligation to update any forward-looking statement to reflect subsequent
events or circumstances except to the extent required by applicable law.
Energy XXI Ltd
(Name of Registrant
as Specified in Charter)
|
has caused this notification to be signed on
its behalf by the undersigned hereunto duly authorized.
Date:
|
November 9, 2016
|
|
By:
|
/s/ Bruce W. Busmire
|
|
|
|
|
Bruce W. Busmire
|
|
|
|
|
Chief Financial Officer
|
INSTRUCTION: The form may be signed by an executive
officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall
be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of
fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
SEC 1344 (04-09)
|
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|