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ENDEAVOUR INTERNATIONAL CORP

US:END
No current share price held for this company.

Past year: ▼ 85%(0.20c – 1.70c USD)

Market cap
—
Shares on issue
—
Story beats
56 since 2004
Last event
20 Oct 2015

History

Endeavour built a North Sea oil and gas business on heavy borrowing and share issues, then entered chapter 11 in 2014 and moved toward a wind-down with equity expected to be cancelled.

2004-2005: A North Sea strategy begins

Endeavour's securities were cleared to trade on the American Stock Exchange in June 2004. Its first big step toward the North Sea and Norway came that autumn, when its Norwegian subsidiary agreed to buy Lundin Petroleum's roughly 76% of the explorer OER Oil AS for about US$26 million in cash. The deal closed on November 23, 2004 for about US$27.6 million. It brought stakes in the Brage, Njord and Agat fields, about 2,000 barrels a day of net production, and an existing bank loan.

In January 2005 Endeavour raised $65 million of 6.00% convertible senior notes, its first convertible debt in this record. It also bought out OER's minority holders for about $2 million in cash and 2.2 million new shares, taking full ownership. In April 2005 it sold its Thailand holding, PHT Partners, for $19.5 million in cash, and in December agreed to buy an 8% stake in the UK's Enoch Field for about $11.6 million.

2006-2008: The Talisman Expro purchase

In May 2006 Endeavour agreed to buy Talisman Expro Limited for $414 million before adjustments. It held Goldeneye and Bittern, with several other fields to follow. In October, William Transier became chairman, CEO and president, ending the co-CEO structure in place since 2004. The same month Endeavour sold 35 million shares at $2.35 and $125 million of Series A convertible preferred stock.

The purchase closed on November 1, 2006 for $374 million after preliminary adjustments. It gave the company its first UK production, about 8,800 barrels of oil equivalent a day over the first half of 2006. It was funded by the share sale, the preferred stock, $150 million from a new senior bank facility and a $75 million second lien loan. In January 2008 a $40 million convertible bond sold to the Smedvig Family Office, plus a $25 million bank loan, repaid that second lien loan.

2009-2010: Selling Norway, trying US shale

In May 2009 Endeavour sold its Norwegian subsidiary for $150 million in cash. In November it redeemed 60% of its Series C preferred for $25 million in cash and $50 million of new subordinated notes. It cut the remaining preferred's conversion price to $1.25 from $2.50, so it would convert into more common shares.

In January 2010 the company entered US shale ventures with Cohort Energy and Hillwood. In February it sold 23,457,779 shares at $0.90, raising about $20.5 million net. In August its UK subsidiary took $150 million of term loans from lenders led by Cyan Partners at 12% cash interest plus 3% paid in kind. This repaid the bank facilities and was partly paid for with about nine million new shares. In October it sold its Cygnus asset for $110 million in cash.

2011-2012: Growth through debt

In March 2011 Endeavour extended its 11.5% convertible bonds to 2016 and sold 11.5 million shares at $11.00, moving to the New York Stock Exchange. It used part of the proceeds to redeem its 6% notes due 2012 for $81.25 million. In July it raised $135 million of 5.5% convertible notes to fund a roughly $110 million Marcellus purchase from SM Energy, but that deal was terminated in December and ended in litigation.

The company instead agreed to buy ConocoPhillips' stakes in the Alba, MacCulloch and Nicol fields for $330 million. In February 2012 it sold $500 million of 12% notes due 2018 to fund it. The Alba stake closed on May 31, 2012 for about $217.5 million and the Cyan term loan was repaid. In June the company sold 8,625,000 shares at $7.50. In October it sold a further $54 million of the 12% first priority notes. The MacCulloch and Nicol purchase collapsed in December 2012 over decommissioning collateral, and ConocoPhillips could keep the $10 million deposit.

2013-2014: Tighter financing and collapse

The company increasingly turned to unusual financing, including letters of credit backed by outside investors, with warrants attached. In 2013 it sold production payments, which are rights to a share of future field sales: about $150 million over Alba and Bacchus, and $25 million over Rochelle. In January 2014 a new Credit Suisse term loan of about $125 million repaid the Cyan facility. In March Whitebox funds bought shares, warrants and $12.5 million of 6.5% convertible notes for $25 million in all. In April the SM Energy dispute was settled with $5 million and a $4.5 million note, plus warrants.

In September 2014 the NYSE warned that the share price and market value were too low. On September 30 a roughly $440 million Credit Suisse loan replaced the January loan, and creditors agreed to hold off after missed interest payments. On October 10, 2014 Endeavour filed for chapter 11 in Delaware. Under a support agreement about $568 million of debt would be swapped for new notes, convertible preferred and new shares, with all existing stock cancelled for nothing. The NYSE suspended trading on October 13 and began delisting.

2015: Wind-down

The record is quiet for most of 2015. On August 3 the company signed a credit bid sale of the stock of Endeavour International Holding B.V., parent of its UK North Sea business, to a new entity owned by its first priority noteholders and the Credit Suisse lenders. The price was $1 as a credit bid for 65% and $1 in cash for 35%. A settlement covered how proceeds from US asset sales would be shared. The company also moved to dismiss the chapter 11 cases after the sales and to dissolve Endeavour International Corp without a shareholder vote. Court approval was still pending, and existing equity was expected to be cancelled with no distribution. In October 2015 it ended the registration of a class of its securities.

Written from the 56 story beats below (2004 to 20 Oct 2015), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201552.8m shares · US$106k market cap

  1. 20 Oct

    ENDEAVOUR INTERNATIONAL CORP terminated the registration of a class of securities, ending its reporting obligation for them.

    listing compliance notice

    52.8m shUS$106k
  2. 4 Aug

    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.

    material agreement

    52.8m shUS$158k

201453.0m shares · US$1.3m market cap

  1. 26 Nov

    ENDEAVOUR INTERNATIONAL CORP's exchange filed to remove a class of its securities from listing.

    listing compliance notice

    53.0m shUS$1.3m
  2. 17 Oct

    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.

    listing compliance notice

    53.0m shUS$15.9m
  3. 14 Oct

    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.

    bankruptcy or receivership

    53.0m shUS$15.9m
  4. 1 Oct

    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).

    debt financing

    53.0m shUS$15.9m
  5. 18 Sept

    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.

    listing compliance notice

    50.4m shUS$45.0m
  6. 23 Apr

    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.

    capital raising announcement

    50.4m shUS$164m
  7. 6 Mar

    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.

    capital raising announcement

    47.0m shUS$228m
  8. 30 Jan

    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.

    debt financing

    47.0m shUS$247m

201347.2m shares · US$228m market cap

  1. 18 Dec

    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.

    material agreement

    47.2m shUS$228m
  2. 21 Aug

    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.

    material agreement

    47.1m shUS$201m
  3. 28 May

    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.

    capital raising announcement

    47.2m shUS$129m
  4. 1 May

    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).

    capital raising announcement

    47.2m shUS$129m
  5. 15 Jan

    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.

    capital raising announcement

    46.7m shUS$242m

201246.6m shares · US$314m market cap

  1. 17 Dec

    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.

    material agreement termination

    46.6m shUS$314m
  2. 15 Oct

    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.

    debt financing

    46.6m shUS$451m
  3. 18 June

    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.

    material agreement

    37.9m shUS$379m
  4. 6 June

    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.

    asset acquisition disposition

    37.9m shUS$379m
  5. 30 May

    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.

    capital raising announcement

    37.9m shUS$473m
  6. 18 Apr

    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.

    debt financing

    37.9m shUS$449m
  7. 29 Feb

    Endeavour closed the $500 million 2018 notes offering on February 23, 2012 ($350 million 12% first priority due March 1, 2018 and $150 million 12% second priority due June 1, 2018), receiving net proceeds of about $460.5 million, held in escrow. Release depends on completing the North Sea acquisition and repaying the 15% term loan. If the acquisition is not completed by June 15, 2012, or the escrow release conditions are not met by then, all the notes are redeemed at 101% of issue price. After release they are secured by liens on 65% of the stock of the first-tier foreign subsidiary and certain intercompany loans.

    debt financing

    37.7m shUS$436m
  8. 17 Feb

    Endeavour priced $500 million of 12% notes due 2018 ($350 million first priority and $150 million second priority), sold at 96% of par, with net proceeds of about $458.6 million. The money is meant to fund the pending North Sea acquisition and repay the 15% senior term loan due 2013, and is held in escrow until then. This replaces the bridge/unsecured note plan flagged earlier with a specific secured notes deal, and the notes carry a high 12% coupon.

    debt financing

    37.7m shUS$398m
  9. 1 Feb

    Commonwealth Bank of Australia (the letter of credit lender) waived certain covenants, including minimum EBITDAX, and consented to up to $500 million of senior unsecured notes held in escrow, with express provisions to let the ConocoPhillips North Sea purchase proceed. If a senior secured facility is used to finance that purchase, Endeavour must replace the letter of credit facility with another one. The same filing furnished offering-memorandum material for a proposed senior notes offering due 2020: fourth-quarter 2011 production guidance of 4,000-4,500 BOE/d (ConocoPhillips assets 8,000-9,000 BOE/d), year-end 2011 proved reserves of 22.7 MMBOE (12.5 North Sea, 10.2 US), and a 2012 capital budget of $175-200 million. It also says the Marcellus purchase was not completed and the company is in litigation with the sellers, and includes financials for the ConocoPhillips assets.

    material agreement

    37.7m shUS$398m
  10. 20 Jan

    Endeavour and the Cyan lenders amended the senior term loan, consenting to up to $500 million of senior unsecured notes and excluding them from certain financial covenants. The amendment also cuts the minimum EBITDAX requirement to $20 million for the periods ended December 31, 2011 and March 31, 2012, and delays the increase in the minimum PDP coverage ratio (from 0.25 to 0.50) until after March 31, 2012. The filing does not link this to the ConocoPhillips deal, but it fits with financing that purchase (an inference).

    material agreement

    37.7m shUS$327m

201137.6m shares · US$327m market cap

  1. 30 Dec

    Endeavour agreed to buy ConocoPhillips' interests in three producing UK Central North Sea fields (Alba 23.43%, MacCulloch 40%, Nicol 18%) for $330 million, including about $94 million of tax attributes, with closing expected in the first half of 2012. This would lift its Alba stake to 25.68%, and it expects to take over as operator of MacCulloch, subject to partner agreement. Citigroup committed to a bridge loan of up to $500 million (less any reserve-based revolver of up to $100 million) that could fund the purchase and refinance the Cyan term loan. The Alba interest must clear approvals by March 31, 2012 or the whole agreement terminates without liability.

    material agreement

    37.6m shUS$327m
  2. 19 Dec

    Endeavour terminated its July 2011 agreement to buy Marcellus assets from SM Energy and others, effective December 14, 2011, because the closing conditions were not satisfied. This ends the Pennsylvania acquisition that the July 2011 convertible notes were meant to fund; the filing does not say what happens to the proceeds, though the July filing said they could go to general purposes or debt repayment if the deal failed.

    material agreement termination

    37.6m shUS$260m
  3. 22 July

    Endeavour closed the sale of $135 million of 5.5% convertible senior notes due July 15, 2016 (including a fully exercised $15 million extra allotment), with net proceeds of about $130.0 million. The notes convert at roughly $18.51 per share, so they could dilute shareholders if converted. The proceeds are to fund the pending Marcellus purchase, with the rest for general purposes; if that deal fails, the company intends to use them for general purposes, possibly including repaying debt. This continues the financing for the July 2011 Marcellus deal.

    capital raising announcement

    37.6m shUS$566m
  4. 18 July

    Endeavour agreed to buy about 50,000 net Marcellus acres and a 10.75-mile pipeline in Pennsylvania from SM Energy and others for about $110 million, to be funded mainly from a planned convertible notes offering; it can walk away if due diligence adjustments exceed 15% of the price. It also added $75 million to its Cyan senior term loan (about $237 million outstanding as of March 31, 2011 on that basis) for a fee of 5% of the increase, with quarterly amortization rising from $400,000 to $587,500. The lenders consented to the notes offering, and the money is meant to speed up development, including Greater Rochelle.

    debt financing

    37.6m shUS$566m
  5. 25 Apr

    Endeavour redeemed all $81.25 million of its 6% senior notes due 2012 at face value plus accrued interest on April 20, 2011, using part of the proceeds from its recent stock offering. This resolves the open question of refinancing the 2012 notes that was linked to the Cyan loan's maturity.

    material agreement termination

    25k shUS$315k
  6. 30 Mar

    Endeavour sold 10,000,000 new shares at $11.00 each ($10.34 net of underwriting discount) in a public offering led by Citigroup, and the underwriters took up their option for 1,500,000 more on March 26, so 11.5 million shares in total, closing March 30, 2011. This dilutes existing holders; the filing does not say how the proceeds will be used. It also bars the company from issuing more stock for 90 days without Citigroup's consent.

    material agreement

    25k shUS$335k
  7. 25 Mar

    ENDEAVOUR INTERNATIONAL CORP's securities were notified for removal from listing and registration on its exchange.

    listing compliance notice

    25k shUS$335k
  8. 14 Mar

    the New York Stock Exchange certified ENDEAVOUR INTERNATIONAL CORP's securities for listing, clearing them to begin trading.

    listing compliance notice

    25k shUS$335k
  9. 14 Mar

    Endeavour and the holders of its 11.5% convertible bonds (Smedvig QIF) amended the deal: maturity moves from January 2014 to January 2016, and the holders' conditional put right (and the conversion price reset if it is not used) moves from January 2012 to January 2016. The interest rate drops to 7.5% from March 31, 2014. This resolves the January 2012 redemption-right open thread, which the Cyan loan maturity was tied to.

    material agreement

    25k shUS$335k

2010

  1. 20 Oct

    Endeavour completed the sale of its Cygnus asset to Bayerngas UK Ltd. for $110 million cash on October 19, 2010, finishing the deal announced in August. The filing does not say how the proceeds will be used.

    asset acquisition disposition

  2. 3 Sept

    Endeavour's UK subsidiary agreed to sell its interest in the Cygnus asset (UK licences P.1055 and P.1437) to Bayerngas for $110 million, subject to working capital adjustments, government and partner approvals, with closing expected within 60 days.

    material agreement

  3. 20 Aug

    Endeavour's UK subsidiary took $150 million of term loans from lenders led by Cyan Partners (12% cash interest plus 3% paid in kind, due Aug 16, 2013 unless the 6% 2012 notes and the 11.5% bond redemption right are refinanced or extended, otherwise Oct 14, 2011). It used $66 million to repay and end the senior bank facility and the junior facility, and paid $18 million in upfront fees, of which $10.1 million bought about nine million new shares at $1.13 (8,999,999 shares), which dilutes existing holders. Substantially all assets are pledged as collateral, and the loan carries leverage and minimum EBITDAX covenants.

    debt financing

  4. 11 Feb

    Endeavour closed a new $25 million junior facility with Bank of Scotland (maturing Feb 5, 2011, LIBOR+8%) via an amendment to the 2008 junior credit facility, and shortened the maturity of its $225 million senior bank facility to the earlier of Jan 31, 2011 or the reserve tail date, from Oct 31, 2011. Both facilities now come due in early 2011, so the company must refinance or repay them.

    material agreement

  5. 5 Feb

    Endeavour sold 23,457,779 new common shares at $0.90 each in a private placement, mainly to existing stockholders and certain directors, for about $20.5 million net. The money is meant to partly fund the 2010 capital budget, and the company must file a resale registration within 60 days. Existing shareholders are diluted by the new shares.

    capital raising announcement

  6. 11 Jan

    Endeavour entered new U.S. shale ventures: it bought 50% of Cohort Energy's interests in about 66,000 gross (27,000 net) acres in North Louisiana/East Texas and Western Pennsylvania for an initial $15 million, and 50% of Hillwood's interests in about 160,000 gross (63,000 net) acres in Alabama for an initial purchase price of about $7.5 million. Cohort and Hillwood will operate, and Endeavour will bear certain drilling and completion costs, with later costs expected to be shared 50/50. This is the company's first U.S. onshore position in this history, alongside its North Sea assets.

    material agreement

2009

  1. 23 Nov

    Endeavour redeemed 60% of its Series C convertible preferred stock at a face value of $75 million, paying $25 million in cash and issuing $50 million of 10% subordinated notes (plus 2% capitalized), amortizing over four years from March 2011. The remaining Series C shares were amended: the dividend fell to 4.5% from 8.5%, the conversion price fell to $1.25 from $2.50, and anti-dilution protection was removed. The lower conversion price means the remaining preferred converts into more common shares, which could dilute common shareholders.

    security holder rights change

  2. 20 May

    Endeavour completed the sale of its Norwegian subsidiary, Endeavour Energy Norge AS (which held the Norway interests in Brage, Njord and Agat), to Verbundnetz Gas AG for $150 million cash on May 14, 2009. It expects a gain of about $47 million after allocating $68 million of goodwill to the assets sold. This removes the Norwegian assets from the company's portfolio.

    asset acquisition disposition

2008

  1. 28 Jan

    The $40 million 11.5% convertible bond sale announced in December 2007 closed, with the Smedvig Family Office of Norway as investor (bonds bought via Smedvig QIF Plc), and the Smedvig family committed a further $60 million for future investments on terms to be set later. The bonds convert at an initial price stated as $2.36, and the company also borrowed $25 million under a new bank facility (LIBOR+3.5% in year one, LIBOR+5.5% after, due Oct 11, 2011). Together with existing cash these repaid the $75 million second lien term loan from the 2006 Talisman purchase, plus about $3.6 million of interest and fees; this resolves the open thread on the bond closing. Conversion into common stock could dilute shareholders.

    capital raising announcement

2007

  1. 28 Dec

    Endeavour announced on December 26, 2007 an agreement to sell $40.0 million of 11.5% convertible bonds due 2014 to a qualified institutional investor. The bonds would be issued by a wholly owned Luxembourg subsidiary and guaranteed by the company, with closing planned for January 2008 subject to conditions. The company says it intends to use the proceeds to repay existing higher-cost debt. Conversion into common stock could dilute shareholders; the filing does not state the conversion price.

    material agreement

2006

  1. 6 Nov

    Endeavour completed the Talisman Expro Limited purchase on November 1, 2006 for $374 million after preliminary adjustments (estimated total net cash cost about $418 million), giving it its first UK production, about 8,800 BOE per day over the first half of 2006. It financed this with the 35 million share offering ($82 million gross), $125 million of Series A preferred, $150 million drawn on a new $225 million senior bank facility (BNP Paribas and Bank of Scotland) and $75 million from a second lien term loan at LIBOR plus 7% (Credit Suisse as agent). This resolves the May 2006 option agreement and adds secured debt with financial covenants. Series C and D preferred designations were filed but none issued, and bylaws were amended to opt out of certain Nevada control-share statutes.

    asset acquisition disposition

  2. 25 Oct

    Endeavour agreed on October 19, 2006 to sell 35,000,000 common shares through J.P. Morgan and Credit Suisse underwriters at $2.35 to the public ($2.24425 to the underwriters), with a 30-day option for 5,250,000 more; the offering closed October 25, 2006. It also agreed to sell $125 million of Series A convertible preferred stock at an initial conversion price of $2.50, with a 10.0% cumulative dividend if paid in cash and 10.42% if paid in stock. The rate drops to 8.5% (cash) or 8.92% (stock) if stockholders approve an exchange for a new series with extra antidilution protection. These raises, with a planned second lien term loan, fund the Talisman Expro purchase; the share issues dilute existing holders, and the new shares are priced well below the $5.02 level of the 2005 CFO grants and the 2005 notes' conversion price (about $5.02).

    listing compliance notice

  3. 10 Oct

    On October 9, 2006 Endeavour changed its top management. William Transier became chairman, CEO and president, with pay raised to $800,000 a year from September 9, 2006, and he will be based in the UK office. John Seitz, formerly co-CEO, resigned as an officer and became vice chairman of the board; his employment agreement is replaced by a consulting agreement running through December 31, 2008 at $300,000 a year plus a bonus set by the board. Neither change accelerates vesting of existing options or restricted stock. This ends the co-CEO structure in place since February 2004.

    material agreement termination

  4. 2 June

    On May 26, 2006 Endeavour's UK subsidiary signed a put and call option agreement with Paladin Resources to buy Talisman Expro Limited for $414 million (subject to adjustments, including for a January 1, 2006 economic date and $163 million of inter-company debt). TEL holds Goldeneye and Bittern, and will add Ivanhoe, Rob Roy, Hamish, Renee, Rubie, Caledonia and Alba. This is a much larger UK North Sea purchase than the Enoch stake. Closing is expected before year-end, subject to regulatory and third-party consents. Endeavour guarantees its subsidiary's obligations, $25 million in liquidated damages is payable if it fails to complete after the conditions are met, and the filing says financing commitments cover the full price.

    material agreement

2005

  1. 13 Dec

    Endeavour's UK subsidiary agreed on December 8, 2005 to buy an 8% interest in the Enoch Field in the North Sea from Petro-Canada UK for about $11.6 million, with production expected in Q4 2006. Closing is expected around year-end, subject to partner and regulatory approvals. Paladin Expro Limited operates the field with a 24% interest. This adds a UK North Sea development asset.

    material agreement

  2. 27 Apr

    Endeavour sold its 94.77% interest in PHT Partners, L.P. to Salamander Energy (Thailand) Limited for $19.5 million in cash on April 22, 2005. PHT's assets are a 21.08% interest in APICO, LLC, which holds a 35% interest in the Phu Horm Gas Field licenses in Thailand and two exploration blocks. This exits the Thailand holding, consistent with the North Sea focus. Separately, Endeavour announced a deal with ADTI to use the Arctic II rig to drill two exploratory wells in the UK North Sea in 2005, with locations and timing to come.

    asset acquisition disposition

  3. 26 Jan

    On January 26, 2005 Endeavour completed the purchase of OER's minority interests for about $2 million in cash and 2.2 million Endeavour shares, resolving the November 2004 agreements. It now owns 100% of OER, renamed Endeavour Energy Norge AS. Shareholders were diluted by the new shares.

    asset acquisition disposition

  4. 24 Jan

    Endeavour raised $65 million through a private placement of 6.00% convertible senior notes due 2012, with investors holding a 30-day option for up to $16.25 million more. The notes convert into stock at about $5.02 per share and can be called after five years. Proceeds are for exploring and developing oil and gas properties, working capital and general corporate purposes. This is Endeavour's first convertible debt in this record and could dilute shareholders if converted. (The filing text says 'January 20, 2004', which appears to be a typo for 2005, as the indenture is dated January 20, 2005.)

    capital raising announcement

2004

  1. 30 Nov

    On November 23, 2004 Endeavour completed the purchase of Lundin's roughly 76% of OER for about US$27.6 million in cash, finishing the October agreement. OER brings interests in the Brage (4.4%), Njord (2.5%) and Agat (49%) fields, about 2,000 barrels a day of net production, and tax benefits the company values at about US$12 million. It also brings an existing Handelsbanken loan, with NOK 57 million (about US$9 million) outstanding, repayable through January 2006. The minority buyout is expected to close within 60 days.

    asset acquisition disposition

  2. 15 Nov

    Endeavour signed agreements with OER's 24 minority holders to buy the remaining 23.34% of OER, continuing the Lundin deal. Total consideration is about US$1.43 million in cash plus 2,183,617 Endeavour shares, with the share count subject to downward adjustment. Closing depends on the Lundin purchase closing first or at the same time, plus government approvals. For existing shareholders this means new shares will be issued.

    material agreement

  3. 14 Oct

    Endeavour's Norwegian subsidiary agreed on October 12, 2004 to buy Lundin Petroleum's roughly 76% stake in Norwegian explorer OER Oil AS for NOK 172.5 million (about US$26 million) in cash. It plans to offer to buy the remaining minority shares for a mix of stock and cash. Closing is expected by year-end, subject to government approvals and other conditions. This is the first concrete step in the North Sea/Norway strategy described earlier.

    material agreement

  4. 15 June

    the American Stock Exchange certified ENDEAVOUR INTERNATIONAL CORP's securities for listing, clearing them to begin trading.

    listing compliance notice