Item 2.01. Completion of Acquisition or Disposition of
Assets.
On October 18, 2018, Energy XXI Gulf
Coast, Inc., a Delaware corporation (“EGC”) became an indirect wholly-owned subsidiary of MLCJR LLC, a Delaware
limited liability company (“Cox”), as a result of the merger of YHIMONE, Inc. (“Merger Sub”), a
Delaware corporation and wholly-owned subsidiary of CEXXI, Inc., a Delaware corporation and direct wholly owned subsidiary of
Cox (“Holdco”), with and into EGC, with EGC as the surviving corporation (the “Merger”). The Merger
was effected pursuant to an Agreement and Plan of Merger, dated as of June 18, 2018, by and among EGC, Cox and Merger Sub (as
amended, the “Merger Agreement”).
Pursuant to the Merger Agreement, at the
effective time of the Merger (the “Effective Time”), each issued and outstanding share of EGC common stock, par value
$0.01 per share (“Common Stock”), was converted into the right to receive $9.10 cash without interest (the “Merger
Consideration”).
In connection with the Merger, each EGC
restricted stock unit (“RSU”), whether or not vested, accelerated (if not already vested), with any performance conditions
deemed achieved at target, and was cancelled and converted into the right to receive the Merger Consideration, multiplied by the
number of shares of Common Stock subject to such RSU.
The exercise price for each outstanding
stock option to purchase shares of Common Stock was greater than the Merger Consideration. As a result, in connection with the
Merger, each stock option, regardless of whether vested or unvested, was cancelled for no consideration and the holder has no further
rights with respect to such stock option.
In accordance with the warrant agreement
under which the EGC warrants were issued, the warrants no longer represented the right to acquire shares of Common Stock at the
effective time of the Merger. Instead, at that time, each warrant became exercisable for $9.10 in cash, but the warrant holder
would be required to pay the warrant’s cash exercise price of $43.66 per share in order to receive $9.10. Therefore,
as provided for in the Merger Agreement, in connection with the Merger, each outstanding warrant was cancelled for no consideration.
The foregoing description of the Merger
Agreement and the Merger is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the
Merger Agreement, which is filed as Exhibit 2.1 to EGC’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 18, 2018 and incorporated herein by reference.