1021 Main (One City Centre)
Suite 2626
Houston, Texas 77002
www.energyxxi.com
November 19, 2015
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | Energy XXI Ltd |
Energy XXI Gulf Coast, Inc.
Registration Statement on Form S-3
Filed October 5, 2015
File No. 333-207293
Ladies and Gentlemen:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Energy XXI Ltd, Energy XXI Gulf Coast, Inc. and the subsidiary guarantors (the “Registrants”) hereby request that the effectiveness of the above-referenced Registration Statement (as amended, the “Registration Statement”) be accelerated so that the Registration Statement will become effective on November 23, 2015 at 4:00 p.m., New York time, or as soon as thereafter practicable.
The Registrants hereby acknowledge that:
| · | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
1021 Main (One City Centre)
Suite 2626
Houston, Texas 77002
www.energyxxi.com
Should the Staff have any questions or comments,please contact Sarah K. Morgan of Vinson & Elkins L.L.P. at (713) 758-2977.
| Very truly yours, | ||
| ENERGY XXI LTD | ||
| By: | /s/ John D. Schiller, Jr. | |
| Name: | John D. Schiller, Jr. | |
| Title: | President & Chief Executive Officer | |
| ENERGY XXI GULF COAST, INC. | ||
| ENERGY XXI USA, INC. | ||
| ENERGY XXI GOM, LLC | ||
| MS ONSHORE, LLC | ||
| ENERGY XXI TEXAS ONSHORE, LLC | ||
| ENERGY XXI ONSHORE, LLC | ||
ENERGY XXI PIPELINE, LLC | ||
| ENERGY XXI PIPELINE II, LLC | ||
| ENERGY XXI LEASEHOLD, LLC | ||
M21K, LLC | ||
SOILEAU CATERING, LLC | ||
| By: | /s/ Antonio de Pinho | |
| Name: | Antonio de Pinho | |
| Title: | President | |
| cc: | Sarah K. Morgan, Vinson & Elkins, L.L.P. |