Form 8-K - Current report

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) October 13, 2023

W&T Offshore, Inc.

(Exact name of registrant as specified in its charter)

1-32414

(Commission File Number)

Texas		72-1121985
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

5718 Westheimer Road, Suite 700

Houston, Texas 77057

(Address of Principal Executive Offices)

713.626.8525

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.00001		WTI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On October 13, 2023, W&T Offshore Inc. (the “Company”), as buyer, entered into the First Amendment to Purchase and Sale Agreement (the “First Amendment”) with Cox Oil Offshore, L.L.C., Energy XXI GOM, LLC, EPL Oil & Gas, LLC, MLCJR LLC, Cox Operating L.L.C., Energy XXI Gulf Coast, LLC and M21K, LLC (collectively, “Seller”). The First Amendment, which became effective as of October 13, 2023, amends the Purchase and Sale Agreement (as defined in the First Amendment) to revise the definitions of (i) Designation Deadline (as defined in the First Amendment) to 5:00 p.m., Central Time on October 19, 2023 and (ii) Outside Termination Date (as defined in the First Amendment) to 5:00 p.m., Central Time on October 20, 2023.

The foregoing description of the First Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are included as part of this Current Report on Form 8-K:

Exhibit Number		Description

10.1		First Amendment to Purchase and Sale Agreement, dated October 13, 2023, by and among W&T Offshore, Inc., as buyer, and Cox Oil Offshore, L.L.C., Energy XXI GOM, LLC, EPL Oil & Gas, LLC, MLCJR LLC, Cox Operating L.L.C., Energy XXI Gulf Coast, LLC and M21K, LLC, as sellers

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	W&T OFFSHORE, INC. (Registrant)

Dated: October 18, 2023	By:	/s/ Jonathan Curth
	Name:	Jonathan Curth
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Exhibit 10.1

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This First Amendment to Purchase and Sale Agreement (this “Amendment”), dated as of October 13, 2023, is made and entered into by and among Cox Oil Offshore, L.L.C., a Louisiana limited liability company, Energy XXI GOM, LLC, a Delaware limited liability company, EPL Oil & Gas, LLC, a Delaware limited liability company, MLCJR LLC, a Texas limited liability company, Cox Operating L.L.C., a Louisiana limited liability company, Energy XXI Gulf Coast, LLC, a Delaware limited liability company, M21K, LLC, a Delaware limited liability company (collectively, “Seller”), and W&T Offshore, Inc., a Texas corporation (“Buyer”). Seller and Buyer may be referred to collectively as the “Parties” or individually as a “Party.” Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the PSA (as hereinafter defined).

WHEREAS, Seller and Buyer are parties to that certain Purchase and Sale Agreement dated as of September 26, 2023 (as amended by this Amendment and as further amended from time to time, the “PSA”); and

WHEREAS, the Parties desire to amend the PSA, as more specifically set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1.            Definitions. The following defined terms are deleted in their entirety and replaced with the following:

“Designation Deadline” means 5:00 p.m. Central Time on October 19, 2023.

“Outside Termination Date” means 5:00 p.m. Central Time on October 20, 2023.

2.            Confirmation. Except as otherwise provided herein, the provisions of the PSA shall remain in full force and effect in accordance with their respective terms following the execution of this Amendment.

3.            Conflicts. The terms of this Amendment amend and supplement the terms and conditions of the PSA. If any provision of this Amendment is construed to conflict with any provision of the PSA (except as otherwise expressly provided in this Amendment), the provisions of this Amendment shall be deemed controlling to the extent of that conflict.

4.            Entire Agreement. This Amendment, the PSA, Exhibits and Schedules to the PSA, the Transaction Documents and the Confidentiality Agreement collectively constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof or thereof except as specifically set forth herein or therein.

5.            Incorporation. The provisions of the following Sections of the PSA are hereby incorporated into this Amendment, mutatis mutandis: Sections 13.4, 16.1, 16.3, 16.4, 16.7, 16.8, 16.9, 16.10, 16.11, 16.13 and 16.17.

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first written above.

	Seller:

	Cox oil offshore, l.l.c.

	By:	/s/ Ryan Omohundro
	Name:	Ryan Omohundro
	Title:	Chief Restructuring Officer

	ENERGY XXI GOM, LLC

	By:	/s/ Ryan Omohundro
	Name:	Ryan Omohundro
	Title:	Chief Restructuring Officer

	EPL OIL & GAS, LLC

	By:	/s/ Ryan Omohundro
	Name:	Ryan Omohundro
	Title:	Chief Restructuring Officer

	MLCJR LLC

	By:	/s/ Ryan Omohundro
	Name:	Ryan Omohundro
	Title:	Chief Restructuring Officer


	Cox operating l.l.c.

	By:	/s/ Ryan Omohundro
	Name:	Ryan Omohundro
	Title:	Chief Restructuring Officer

	energy xxi gulf coast, llc

	By:	/s/ Ryan Omohundro
	Name:	Ryan Omohundro
	Title:	Chief Restructuring Officer


	m21k, llc

	By:	/s/ Ryan Omohundro
	Name:	Ryan Omohundro
	Title:	Chief Restructuring Officer

Signature Page to Amendment to Purchase and Sale Agreement

	Buyer:

	W&T OFFSHORE, INC.

	By:	/s/ Jonathan C. Curth
	Name:	Jonathan C. Curth
	Title:	Executive Vice President – General Counsel and Corporate Secretary

Signature Page to Amendment to Purchase and Sale Agreement

Cover	Oct. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 13, 2023
Entity File Number	1-32414
Entity Registrant Name	W&T Offshore, Inc.
Entity Central Index Key	0001288403
Entity Tax Identification Number	72-1121985
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	5718 Westheimer Road
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77057
City Area Code	713
Local Phone Number	626.8525
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001
Trading Symbol	WTI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false