20 Oct 2015listing compliance notice▼ BadMajor
ENDEAVOUR INTERNATIONAL CORP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
4 Aug 2015material agreement▼ BadMajor
On August 3, 2015 Endeavour signed a credit bid asset purchase agreement under which Endeavour Operating Corporation would sell the stock of its subsidiary Endeavour International Holding B.V. and an intercompany note to a new entity owned by the first priority noteholders and the Credit Suisse term loan lenders. The price is $1 as a credit bid for 65% of the shares and the note, and $1 cash for the other 35%. A separate settlement agreement covers how proceeds from U.S. oil and gas asset sales are shared. The company also filed a motion to dismiss the chapter 11 cases after selling substantially all assets and to dissolve the debtors, with Endeavour International Corp dissolved without a shareholder vote. This replaces the October 2014 plan to reorganise, and the filing points to a wind-down; the $1 price and the dissolution motion suggest (inference) nothing is left for shareholders, though the filing does not state any shareholder payment. Closing needs court approval and other conditions.
26 Nov 2014listing compliance notice● NeutralMajor
ENDEAVOUR INTERNATIONAL CORP's exchange filed to remove a class of its securities from listing.
17 Oct 2014listing compliance notice▼ BadMajor
On October 13, 2014 the NYSE began proceedings to delist Endeavour's common stock and suspended trading immediately, citing the October 10 chapter 11 filing. The filing says it is expected that all existing equity, including common stock, preferred stock and warrants, will be cancelled with no distribution. The company has a right to a review by an NYSE Regulation committee, and the NYSE will apply to the SEC to delist after procedures are complete. This supersedes the September price and market-value non-compliance notice, which the filing also notes.
14 Oct 2014bankruptcy or receivership▼ BadMajor
On October 10, 2014 Endeavour and several subsidiaries filed for chapter 11 in Delaware, with a restructuring support agreement from holders of more than two thirds of each of the first priority notes, second priority notes, 7.5% convertible bonds and convertible notes. Debt would fall by about $568 million: the 12% first and second priority notes, 7.5% bonds and 5.5% and 6.5% convertible notes would be cancelled in exchange for $262.5M of new notes, about $237.5M of new convertible preferred shares and new common shares. All existing common and preferred stock would be cancelled with no distribution, so current shareholders would receive nothing under this plan. The $440M Credit Suisse term loan at the UK subsidiary is not affected. This follows the September forbearance and missed interest, and resolves the open question about the chapter 11 talks.
1 Oct 2014debt financing▼ BadMajor
On September 30, 2014 Endeavour replaced its January term loan with a ~$440 million Credit Suisse term loan (LIBOR plus 10%, 2% discount, maturing January 2, 2017). Proceeds repaid the ~$124.5M prior loan, about $150M of production payments and the LC procurement reimbursement obligations, and funded cash collateral for ~$89.5M of letters of credit. The same day it signed forbearance agreements with holders of a majority of the 6.5% convertible, 12% first priority ($404M) and second priority ($150M) notes, who agreed not to pursue remedies over the missed September 2 interest payments, expiring October 7, 2014. The company says it is in talks with creditors on a restructuring through a chapter 11 filing, with no assurance of agreement. The filing does not say what happens to shareholders; this puts equity at risk (inference).
18 Sept 2014listing compliance notice▼ BadMajor
On September 12, 2014 the NYSE told Endeavour it breached two listing standards: the average share price was not above $1.00 over 30 trading days, and market capitalization averaged under $50 million with shareholders' equity also below $50 million. The company has six months (possibly extended) to fix the share price and 45 days to submit a business plan on the other; it says it intends to cure and keep trading on the NYSE.
23 Apr 2014capital raising announcement● NeutralMajor
On April 16, 2014 Endeavour settled the SM Energy litigation over the terminated Marcellus purchase, paying $5 million and issuing a $4.5 million note payable in three graduated payments starting in twelve months. It also issued SM Energy warrants for 2,130,680 shares at $5.29 expiring April 2019, which could dilute shareholders. This resolves the open SM Energy dispute.
13 Mar 2014capital raising announcement● Neutral
On March 7, 2014 Endeavour exercised its option under the Whitebox agreement and issued another $5 million of 6.5% convertible notes on the same terms (convertible at about $4.662 per share), bringing the notes to $17.5 million. This continues the February financing and adds potential dilution.
6 Mar 2014capital raising announcement● NeutralMajor
On February 28, 2014 Endeavour sold Whitebox funds 2,917,834 shares plus warrants for 729,459 shares ($5.292 exercise price, expiring 2019) for $12.5 million, and $12.5 million of 6.5% convertible notes (convertible at about $4.662 per share), closed March 3. Whitebox also has a 90-day option for up to $30 million more, and the company has an option for up to $5 million more of notes if the stock closes above $5.00. The shares, warrants and convertible notes would dilute existing shareholders.
30 Jan 2014debt financing● NeutralMajor
On January 24, 2014 Endeavour took a new ~$125 million Credit Suisse term loan (LIBOR plus 7%, maturing November 30, 2017 or earlier) and used it to repay the April 2012 Cyan credit agreement, which was terminated. It also replaced both the BNP Paribas (~£77M) and Deutsche Bank (~£20.6M) letter-of-credit arrangements with one LC Procurement Agreement covering about £78M (~$130M) of decommissioning letters of credit. This resolves the revolver maturing October 2013 and the BNP and Deutsche LC threads, with a prepayment fee and accrued interest of about $2.0M on the Cyan repayment.
18 Dec 2013material agreement● NeutralMajor
On December 12, 2013 Endeavour's UK subsidiary sold Sand Waves S.A. a production payment over Rochelle field sales proceeds for $25 million, at an expected implied cost of 9.75%, to be repaid over two years. It is secured by first liens on the Rochelle interests and second liens on other assets behind the April 2012 revolving credit facility. This is another production-payment financing like the Cidoval deals, now on the Rochelle field.
21 Aug 2013material agreement▼ BadMajor
On August 15, 2013 Endeavour's UK subsidiary sold Cidoval an additional production payment for $25 million at an implied cost of 8.75%, bringing the total under the Alba/Bacchus production payment to $150 million. The company expects repayment through 2015, totalling about $174.8 million if it stays outstanding as expected. This continues the April and May 2013 Cidoval deals; it is secured by first liens on the Alba and Bacchus interests and second liens on other assets behind Cyan's security.
28 May 2013capital raising announcement▼ BadMajor
On May 21, 2013 the Cidoval production payment was amended, raising the termination amount by $20,192,037 to $145,767,962. Macquarie Bank received warrants for 560,000 shares at $3.685 expiring May 2018, adding to potential dilution. This continues the April production payment; the filing does not state the purpose of the increase.
What it means for a shareholder
560,000 new shares at $3.69 to raise about $2.1m. That's 1.2% dilution: every existing holder's slice gets 1.2% smaller. If you held $1,000 of shares (271 at the issue price), your slice goes from 0.000575% to 0.000568% of the company. To keep it you'd need 3 more shares - about $11 at the issue price.
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1 May 2013capital raising announcement▼ BadMajor
On April 30, 2013 Endeavour's UK subsidiary granted Cidoval S.à r.l. a production payment over part of its Alba and Bacchus production, to end when it repays a termination amount of $125,575,926 or production ceases. The filing states no cash proceeds received. It is secured by first liens on the Alba and Bacchus interests and second liens on other assets, behind Cyan. Investors also received warrants for 3,440,000 shares at $3.014 expiring April 2018, which could dilute shareholders. The $3.014 exercise price is well below the $7.31 and $10.50 on earlier warrants (a comparison from the context, not stated in the filing).
What it means for a shareholder
3.4m new shares at $3.01 to raise about $10.4m. That's 6.8% dilution: every existing holder's slice gets 6.8% smaller. If you held $1,000 of shares (332 at the issue price), your slice goes from 0.000703% to 0.000655% of the company. To keep it you'd need 24 more shares - about $72 at the issue price.
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29 Jan 2013business combination● Neutral
Endeavour filed a registration statement to swap its privately issued 12% notes due 2018 for identical registered ones: up to $404 million of first priority and $150 million of second priority notes. The terms are the same apart from being registered and freely tradable, so this fulfils the expected exchange offer and does not add new debt or change what shareholders own.
24 Jan 2013asset acquisition disposition● Neutral
This second amendment to the May 31, 2012 Alba closing report only corrects a typo: the date of Ernst & Young's audit opinion on the Alba financial statements changes from June 8 to June 7, 2012. No other changes were made; the deal terms repeat those already known (23.43% Alba stake for about $217.5 million).
15 Jan 2013capital raising announcement● NeutralMajor
On January 9, 2013 Endeavour replaced the Nordea-backed letters of credit (£20.6M, about $33.0M) with a new arrangement through Deutsche Bank, with cash pledged by shareholder HBK Master Fund via Max Participations II. It matures July 9, 2014 and costs 9% a year plus a 1% initial fee, a 2% fee on termination and 0.65% to cover bank fees. HBK received warrants for 1,000,000 shares at $7.31 expiring January 2018, which could dilute shareholders. The old Yellow Rock agreement was terminated with about $3.8 million of fees paid. The filing says the letters of credit have been outstanding and unchanged since 2006 and secure UK decommissioning obligations.
What it means for a shareholder
1.0m new shares at $7.31 to raise about $3.8m. That's 2.1% dilution: every existing holder's slice gets 2.1% smaller. If you held $1,000 of shares (137 at the issue price), your slice goes from 0.000293% to 0.000287% of the company. To keep it you'd need 3 more shares - about $22 at the issue price.
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17 Dec 2012material agreement termination▼ BadMajor
The ConocoPhillips agreement for the MacCulloch and Nicol fields ended on December 14, 2012 because the buyers, sellers and other co-venturers could not agree on the timing and amount of collateral for future decommissioning costs. Endeavour's $10 million deposit can be kept by ConocoPhillips, and the company says it will keep talking informally with no assurance of a deal. This resolves the open thread of the extended closing deadline, negatively; only the Alba stake from the deal remains.
4 Dec 2012material agreement● Neutral
This amendment to the December 3 filing only corrects typographical errors. The substance is unchanged: the deadline to close the MacCulloch and Nicol purchase from ConocoPhillips is extended from November 30 to December 14, 2012. The corrected text gives the agreement date as November 29 and the signing as November 30.
3 Dec 2012material agreement● Neutral
Endeavour's UK subsidiary agreed with ConocoPhillips to push the deadline for completing the MacCulloch and Nicol purchase from November 30 to December 14, 2012. This is the second extension of these two fields (the first moved it from October 31); the Alba part closed on May 31. The filing says the parties continue to work toward completion but gives no reason for the delay.
6 Nov 2012material agreement● Neutral
The deadline to close the MacCulloch and Nicol parts of the ConocoPhillips purchase was extended from October 31 to November 30, 2012. The Alba part had already closed on May 31, so these two fields remain unfinished. The filing does not say why more time was needed.
15 Oct 2012debt financing● NeutralMajor
On October 10, 2012 Endeavour sold a further $54 million of its 12% first priority notes due 2018 to Credit Suisse, receiving net proceeds of $57.9 million. The press release says they were priced at 109% of par. The money is to retire the 12% senior subordinated notes due 2014 and to fund part of US and UK capital costs. These add to the original $350 million first priority tranche. Lender consents were amended to allow the extra debt.
3 Oct 2012debt financing● Neutral
On September 27, 2012 Endeavour raised the Cyan revolving credit facility limit from $100 million to $125 million and paid Cyan a $1.25 million fee. It borrowed another $15 million on September 28, bringing borrowings to $115,163,333. The filing notes that Cyan's founder, Ashok Nayyar, sits on Endeavour's board. This continues the reliance on Cyan debt.
18 June 2012material agreement● NeutralMajor
On June 13, 2012 Endeavour agreed to sell 7,500,000 new common shares at $7.50 through Global Hunter Securities, and the underwriter took its full over-allotment option of 1,125,000 more shares, so 8,625,000 shares in total. Closing was set for June 18. This increases the share count and dilutes existing holders. The filing does not state how the proceeds will be used. The company also agreed not to issue more stock for 90 days.
8 June 2012asset acquisition disposition● Neutral
This amendment repeats the May 31 Alba closing and adds the required financial statements. They include Ernst & Young's clean audit opinion on Alba revenues and direct operating expenses for 2009-2011 (revenues of $127.7 million in 2009, $213.9 million in 2010 and $258.4 million in 2011) and pro forma combined statements. No new transaction terms are given.
6 June 2012asset acquisition disposition▲ GoodMajor
On May 31, 2012 Endeavour closed the Alba part of the ConocoPhillips deal: a 23.43% interest for about $217.5 million (down from $255.4 million after price adjustments), added to its existing 2.25%. This released the 2018 notes from escrow, ahead of the June 15 deadline. About $255 million repaid the 15% Cyan term loan in full (including roughly $7 million prepayment fee) and it was terminated. The Cyan revolver rose from $40 million to $100 million and the extra $60 million was drawn. A new letter of credit of about £77 million ($120 million) for Alba decommissioning, through BNP Paribas and New Pearl, was set up and secured with a first lien on substantially all company assets, ranking equally with the revolver. The MacCulloch and Nicol parts remain to be closed.
30 May 2012capital raising announcement● NeutralMajor
On May 23, 2012 Endeavour arranged new letters of credit of £20.6 million (about $32.3 million) from Nordea Bank Norge, backed by cash pledged by outside investors including Smedvig affiliates. This freed £20.6 million of restricted cash for general use. In return Endeavour UK pays 11.5% a year (added to the balance quarterly) plus a 2% initial fee, and the company issued the investors warrants over 2,000,000 shares at $10.50, expiring January 24, 2016. The letters cover decommissioning obligations on UK licences and expire May 22, 2013. This follows the Commonwealth Bank collateral demand, and the warrants add possible dilution.
What it means for a shareholder
2.0m new shares at $10.50 to raise about $20.6m. That's 5.0% dilution: every existing holder's slice gets 5.0% smaller. If you held $1,000 of shares (95 at the issue price), your slice goes from 0.000251% to 0.000239% of the company. To keep it you'd need 5 more shares - about $53 at the issue price.
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18 Apr 2012debt financing● NeutralMajor
On April 12, 2012 Endeavour and its UK subsidiary entered a revolving credit facility with Cyan Partners as agent, limited to $40 million at 12% cash plus 3% in-kind interest until the 2018 notes escrow is released, then up to $100 million at 13%. About $32 million will replace funds used when Commonwealth Bank of Australia required cash collateral for a letter of credit. The facility matures October 12, 2013, and borrowings become immediately due if the acquisition is not completed by June 15, 2012 or other escrow conditions are not met by then.
13 Apr 2012auditor change● Neutral
Endeavour's audit committee dismissed KPMG, its auditor since 2004, and appointed Ernst & Young for the 2012 fiscal year, effective April 9, 2012. KPMG's reports for 2010 and 2011 were clean (apart from a paragraph on the change in reserves reporting rules), and the filing states there were no disagreements. E&Y had previously audited the revenue and expense statement of the ConocoPhillips assets being acquired.