Former Energy XXI Ltd. CEO John D. Schiller Jr., who was ousted after the board determined he had hidden $10 million in loans to finance a lavish lifestyle, has agreed to pay a $180,000 fine and will not be allowed to serve as an officer or director for any public companies following an investigation by the Securities and Exchange Commission (SEC).
The pay-for-play scheme by Schiller, 59, occurred from 2012-2016, according to the SEC complaint, filed on Monday in Houston’s U.S. District Court for the Southern District of Texas (No. 4:18-cv-02433).
“Executives of public companies have a duty to act in the best interests of investors,” said the SEC’s Anita Bandy, an assistant director in the enforcement unit. “Secret back-room deals for the benefit of corporate insiders violate those duties and deprive investors of important information.”
At the time of the alleged misconduct, Energy XXI was Nasdaq-listed and had become one of the largest producers in the shallow waters of the Gulf of Mexico, operating 10 of the largest oilfields. It grew through acquisitions, most notably a controversial $6 billion buyout in 2014 of EPL Oil & Gas Inc., just as oil prices began to crater. At one time, the company had an estimated 750,000-plus acres of leasehold and more than 16,000 square miles of 3-D seismic data.
The collapse in oil prices, followed by the scandal, which erupted in 2015, led the company to file for Chapter 11 bankruptcy protection in 2016. Successor Energy XXI Gulf Coast Inc. emerged as a restructured company and earlier this year was acquired by Cox Oil Offshore LLC for $322 million.
According to the SEC, Schiller “maintained an extravagant lifestyle by using a highly leveraged margin account secured by his Energy XXI stock.” In 2014, “when faced with significant margin calls, Schiller extracted more than $7.5 million in undisclosed personal loans from company vendors in exchange for business contracts with Energy XXI.”
Schiller also obtained a $3 million loan from portfolio manager Norman Louie, who oversaw the account for Energy XXI’s largest shareholder Mount Kellett Capital Management LP, a private equity company, the SEC complaint said. Louie was appointed to the Energy XXI board a few weeks after the loan was obtained.
Neither the vendor loans nor the loan from Louie were disclosed to Energy XXI’s board, according to the complaint.
The SEC also alleges Schiller received undisclosed compensation and perquisites “in the form of lavish social events, first-class travel, a shopping spree, donations to Schiller-preferred charities, legal expenses for personal matters, and an office bar stocked with high-end liquor and cigars. As a result, Energy XXI failed to report at least $1 million in excess compensation in its executive compensation disclosures over a five-year period.”
Without admitting or denying the SEC charges, Schiller consented to a permanent injunction that enjoins him from violating anti-fraud and reporting provisions of the federal securities laws. He also agreed to the fine and to be barred for five years from serving as an officer or director of a public company.
The SEC also charged Louie for his role in hiding the loan to Schiller. In addition, Mount Kellett was charged with failing to disclose its activist plan to place Louie on Energy XXI’s board.
Louie and Mount Kellett consented, without admitting or denying the findings, to an SEC order that they cease and desist from committing or causing any violations or any future violations of certain reporting and disclosure provisions of the federal securities laws. Louie also agreed to pay a $100,000 penalty, while Mount Kellett, which is an SEC-registered investment adviser, must pay a $160,000 penalty.
The SEC said its investigation is continuing.
Successor company Energy XXI Gulf Coast said all of the alleged misconduct predated its emergence from bankruptcy in December 2016. The new company took steps to improve corporate governance, executive pay/perquisites, vendor procurement and to minimize conflicts of interest, it said.