13 June 2012securities registration● Neutral
ENDEAVOUR INTERNATIONAL CORP filed the final prospectus for a registered offering.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
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.
7 June 2012substantial holder notice● Neutral
Anthion Management, LLC, Anthion Capital GP, LLC, Anthion Master Fund, LP, David Moradi disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (6.44% of votes).
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.
Create a free account to see this worked out for your own holding.
10 May 2012substantial holder notice● Neutral
STEELHEAD PARTNERS, LLC, JAMES MICHAEL JOHNSTON, BRIAN KATZ KLEIN, STEELHEAD NAVIGATOR MASTER, L.P reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 4,982,210 shares (13.00% of votes) in a periodic institutional filing.
9 May 2012quarterly activities report▼ Bad
ENDEAVOUR INTERNATIONAL CORP reported a quarterly net loss of $35.3 million for the period ended 2012-03-31.
2 May 2012quarterly activities report▼ Bad
ENDEAVOUR INTERNATIONAL CORP reported a quarterly net loss of $35.3 million for the period ended 2012-03-31.
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.
29 Feb 2012debt financing● NeutralMajor
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.
17 Feb 2012debt financing● NeutralMajor
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.
14 Feb 2012substantial holder notice● Neutral
Cyrus Capital Partners, L.P, Cyrus Capital Partners GP, L.L.C, Stephen C. Freidheim disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (5.90% of votes).
9 Feb 2012substantial holder notice● Neutral
BlackRock, Inc disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (6.95% of votes).
9 Feb 2012substantial holder notice● Neutral
STEELHEAD PARTNERS, LLC, JAMES MICHAEL JOHNSTON, BRIAN KATZ KLEIN, STEELHEAD NAVIGATOR MASTER, L.P reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 3,758,074 shares (9.90% of votes) in a periodic institutional filing.
2 Feb 2012substantial holder notice● Neutral
Smedvig QIF Plc, Smedvig Asset Allocation AS, John Thore Olsen reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 5,500,891 shares (13.30% of votes) in a periodic institutional filing.
1 Feb 2012material agreement● NeutralMajor
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.
31 Jan 2012substantial holder notice● Neutral
Don A. Sanders reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 5.00% of votes in a periodic institutional filing.
20 Jan 2012material agreement● NeutralMajor
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).
19 Jan 2012substantial holder notice● Neutral
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 4,184,975 shares (11.10% of votes) in a periodic institutional filing.
30 Dec 2011material agreement● NeutralMajor
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.
19 Dec 2011material agreement termination▼ BadMajor
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.
8 Nov 2011quarterly activities report▼ Bad
ENDEAVOUR INTERNATIONAL CORP reported a quarterly net loss of $63.3 million for the period ended 2011-09-30.
2 Nov 2011quarterly activities report▼ Bad
ENDEAVOUR INTERNATIONAL CORP reported a quarterly net loss of $63.3 million for the period ended 2011-09-30.
22 Aug 2011substantial holder notice● Neutral
Bay Resource Partners, L.P., Bay II Resource Partners, L.P., Bay Resource Partners Offshore Master Fund, L.P., GMT Exploration Company LLC reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 3,734,875 shares (9.90% of votes) in a periodic institutional filing.
10 Aug 2011substantial holder notice● Neutral
Bay Resource Partners, L.P., Bay II Resource Partners, L.P., Bay Resource Partners Offshore Master Fund, L.P., GMT Exploration Company LLC reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 3,209,475 shares (8.50% of votes) in a periodic institutional filing.
8 Aug 2011quarterly activities report▼ Bad
ENDEAVOUR INTERNATIONAL CORP reported a quarterly net loss of $15.6 million for the period ended 2011-06-30.
3 Aug 2011quarterly activities report▼ Bad
ENDEAVOUR INTERNATIONAL CORP reported a quarterly net loss of $15.6 million for the period ended 2011-06-30.
29 July 2011debt financing▲ Good
Endeavour arranged a letter of credit facility with Commonwealth Bank of Australia for £20.6 million (about $35 million), securing decommissioning obligations on UK licences; it costs 4.5% a year and runs to October 31, 2013. In return, £20.6 million of restricted cash was freed for general corporate use, following through on the February 2011 amendment aimed at releasing restricted cash.
22 July 2011capital raising announcement● NeutralMajor
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.