Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): April 14, 2014




Energy XXI (Bermuda) Limited

(Exact name of registrant as specified in its charter)




Bermuda 001-33628 98-0499286
(State or other jurisdiction
of incorporation)
File Number)
(I.R.S. Employer
Identification No.)



Canon’s Court, 22 Victoria Street,

P.O. Box HM

1179, Hamilton HM EX, Bermuda





Registrant’s telephone number, including area code: (441) 295-2244
Not Applicable
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:


ýWritten 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))








Item 8.01.Other Events


On April 14, 2014, Energy XXI (Bermuda) Limited (“EXXI”) and EPL Oil & Gas, Inc. (“EPL”) issued a joint press release announcing each has established a record date of April 21, 2014 and a meeting date of May 30, 2014 for the special meetings of their respective shareholders. At the special meetings on May 30, 2014, the respective shareholders will vote on the previously announced proposed merger of EXXI with EPL and related matters pursuant to the Agreement and Plan of Merger dated as of March 12, 2014, as amended (the "Merger Agreement"), by and among EXXI, EPL, Energy XXI Gulf Coast, Inc. (“Gulf Coast”), an indirect wholly owned subsidiary of Energy XXI and Clyde Merger Sub, Inc., a wholly owned subsidiary of Gulf Coast. EXXI and EPL shareholders of record at the close of business on April 21, 2014 will be entitled to receive notice of the applicable special meeting and to vote at the special meeting. A copy of the press release announcing the record date and meeting date for the special meetings of EXXI and EPL is attached as Exhibit 99.1 hereto and incorporated by reference herein.



Item 9.01Financial Statements and Exhibits




Exhibit Number


99.1 Press Release of Energy (XXI) Bermuda Limited, dated April 14, 2014  






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.


  Energy XXI (Bermuda) Limited  
  By: /s/ David West Griffin  
    David West Griffin  
April 14, 2014   Chief Financial Officer  




Exhibit Index


Exhibit Number


99.1 Press Release of Energy XXI (Bermuda) Limited, dated April 14, 2014