Each one in plain English, with the numbers worked through for a shareholder.
28 Apr 2014substantial holder notice● Neutral
Talisman Realty Capital Master, L.P, Talisman Group Partners, L.L.C, Talisman Group Investments, L.L.C, The Talisman Group L.L.C, Talisman Family, L.L.C, Jason Taubman Kalisman reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 7,620,570 shares (14.67% of votes) in a periodic institutional filing.
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.
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.
Talisman Realty Capital Master, L.P, Talisman Group GP, L.L.C, Talisman Group Investments, L.L.C, The Talisman Group, L.L.C, Talisman Family, L.L.C, Jason Taubman Kalisman reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 7,620,570 shares (14.73% of votes) in a periodic institutional filing.
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.
Talisman Realty Capital Master, L.P, Talisman Group GP, L.L.C, Talisman Group Investments, L.L.C, The Talisman Group, L.L.C, Talisman Family, L.L.C, Jason Taubman Kalisman reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 7,620,570 shares (15.61% of votes) in a periodic institutional filing.
Bay Resource Partners, L.P., Bay II Resource Partners, L.P., Bay Resource Partners Offshore Master Fund, L.P., GMT Exploration Company LLC, GMT Capital Corp. reported no remaining ENDEAVOUR INTERNATIONAL CORP shareholding in its periodic institutional filing.
STEELHEAD PARTNERS, LLC, JAMES MICHAEL JOHNSTON, BRIAN KATZ KLEIN, STEELHEAD NAVIGATOR MASTER, L.P reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 6,245,784 shares (13.20% of votes) in a periodic institutional filing.
Talisman Realty Capital Master, L.P, Talisman Group Investments, L.L.C, The Talisman Group, L.L.C, Talisman Family, L.L.C, Jason Taubman Kalisman disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (15.61% of votes).
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.
Smedvig QIF Plc, Smedvig Asset Allocation AS, John Thore Olsen reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 7,714,473 shares (14.50% of votes) in a periodic institutional filing.
Lonestar Partners, L.P, Cottonwood Capital GP LLC, Lonestar Capital Management LLC, Jerome L. Simon, Yedi Wong disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (6.10% of votes).
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.
STEELHEAD PARTNERS, LLC, JAMES MICHAEL JOHNSTON, BRIAN KATZ KLEIN, STEELHEAD NAVIGATOR MASTER, L.P disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (13.30% of votes).
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.
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.
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.