Each one in plain English, with the numbers worked through for a shareholder.
2 Apr 2013substantial holder notice● Neutral
JEFFREY E. EBERWEIN, O-CAP MANAGEMENT, L.P, O-CAP PARTNERS, L.P, O-CAP OFFSHORE MASTER FUND, L.P, O-CAP OFFSHORE FUND, LTD, O-CAP ADVISORS, LLC, O-CAP GP, LLC, MICHAEL E. OLSHAN, JARED S. STURDIVANT, STEELHEAD NAVIGATOR MASTER, L.P, STEELHEAD PARTNERS, LLC, JAMES MICHAEL JOHNSTON, BRIAN KATZ KLEIN reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 6,342,979 shares (13.40% 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 a ENDEAVOUR INTERNATIONAL CORP shareholding of 3,640,006 shares (7.80% of votes) in a periodic institutional filing.
JEFFREY E. EBERWEIN, O-CAP MANAGEMENT, L.P, O-CAP PARTNERS, L.P, O-CAP OFFSHORE MASTER FUND, L.P, O-CAP OFFSHORE FUND, LTD, O-CAP ADVISORS, LLC, O-CAP GP, LLC, MICHAEL E. OLSHAN, JARED S. STURDIVANT, STEELHEAD NAVIGATOR MASTER, L.P, STEELHEAD PARTNERS, LLC, JAMES MICHAEL JOHNSTON, BRIAN KATZ KLEIN reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 6,017,979 shares (12.90% of votes) in a periodic institutional filing.
Anthion Management, LLC, Anthion Capital GP, LLC, Anthion Master Fund, LP, David Moradi reported no remaining ENDEAVOUR INTERNATIONAL CORP shareholding in its periodic institutional filing.
Cyrus Capital Partners, L.P, Cyrus Capital Partners GP, L.L.C, Stephen C. Freidheim reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 2,075,614 shares (4.50% 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 a ENDEAVOUR INTERNATIONAL CORP shareholding of 4,200,246 shares (9.00% of votes) in a periodic institutional filing.
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.
Smedvig QIF Plc, Smedvig Asset Allocation AS, John Thore Olsen reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 7,197,086 shares (14.50% of votes) in a periodic institutional filing.
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).
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 a ENDEAVOUR INTERNATIONAL CORP shareholding of 4,712,510 shares (10.10% of votes) in a periodic institutional filing.
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.
JEFFREY E. EBERWEIN, O-CAP MANAGEMENT, L.P, O-CAP PARTNERS, L.P, O-CAP OFFSHORE MASTER FUND, L.P, O-CAP OFFSHORE FUND, LTD, O-CAP ADVISORS, LLC, O-CAP GP, LLC, MICHAEL E. OLSHAN, JARED S. STURDIVANT, STEELHEAD NAVIGATOR MASTER, L.P, STEELHEAD PARTNERS, LLC, JAMES MICHAEL JOHNSTON, BRIAN KATZ KLEIN disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (11.70% of votes).
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.
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.
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.
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.
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.
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.
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.