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) September 26, 2023

W&T Offshore, Inc.

(Exact name of registrant as specified in its charter)

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):

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

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 September 26, 2023, W&T Offshore Inc. (the “Company”), as buyer, entered into a definitive purchase and sale agreement (the “Purchase Agreement”) 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”), providing for an acquisition by the Company of all of Seller’s right, title and interest in and to certain leases, wells and personal property in the central shelf region of the Gulf of Mexico, as well as Seller’s interest in SP 49 Pipeline LLC (the “Assets”). The Assets are separated into two groups: the “Group A Assets”, which consist of the Eugene Island 24 Field, Eugene Island 64 Field, Main Pass 61 Field, Mobile Bay 904 Field, Mobile Bay 916 Field and West Delta 73 Field; and the “Group B Assets”, which consist of the South Pass 49 Field.

The pending acquisition has an effective time of July 1, 2023, for the Group A Assets and May 1, 2023, for the Group B Assets. In addition to customary closing conditions and the approval of the sale by the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), closing is conditioned on the resolution of certain matters that relate to Seller’s voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code commenced in the Bankruptcy Court, including certain litigation matters and contractual matters arising with respect to third parties. The gross purchase price for the Assets required to be paid in cash at closing is $88.5 million, subject to customary purchase price adjustments including, among other things, allocation of certain revenues and expenses, cure costs, unpaid royalties and amounts paid by the Company to third parties in connection with closing. The Purchase Agreement also contains certain termination rights for the parties, including if the closing of the transaction does not occur by October 13, 2023, unless otherwise extended. Furthermore, the Company retains a termination right if the adjusted purchase price is above a specified threshold, with Seller retaining a corresponding termination right if the adjusted purchase price is below a separate specified threshold.

The foregoing description of the Purchase Agreement 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 Purchase Agreement, 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:

^* Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a supplemental copy of each such omitted schedule or similar attachment to the SEC upon request.

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.