Each one in plain English, with the numbers worked through for a shareholder.
20 July 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 2,796,175 shares (7.50% of votes) in a periodic institutional filing.
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.
Bay Resource Partners, L.P., Bay II Resource Partners, L.P., Bay Resource Partners Offshore Master Fund, L.P., GMT Capital Corp. reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 2,292,375 shares (6.20% 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 Capital Corp. disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (5.10% of votes).
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.
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.
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.
Eton Park Fund, L.P, Eton Park Master Fund, Ltd, Eton Park Associates, L.P, Eton Park Capital Management, L.P, Eric M. Mindich reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 1,257,143 shares (4.83% of votes) in a periodic institutional filing.
Endeavour amended its August 2010 Cyan Partners senior term loan to raise the amount reserved as security for letters of credit from $25 million to $35 million. The company says this should let it release about $32 million of restricted cash that is currently backing existing letters of credit, by using another letter of credit provider.
STEELHEAD PARTNERS, LLC, JAMES MICHAEL JOHNSTON, BRIAN KATZ KLEIN, STEELHEAD NAVIGATOR MASTER, L.P reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 1,729,500 shares (7.00% of votes) in a periodic institutional filing.
Smedvig QIF Plc, Smedvig Asset Allocation AS, John Thore Olsen reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 5,007,858 shares (17.70% of votes) in a periodic institutional filing.
Endeavour's UK subsidiary agreed to buy an extra 20% working interest in the Bacchus development in the North Sea from Shell, for $9.57 million cash at closing plus $6.38 million three months after first oil (adjusted for capital Shell spends before closing). Closing is expected by the end of 2010, subject to government and partner approvals.
20 Oct 2010asset acquisition disposition● NeutralMajor
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.
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.
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.
Eton Park Fund, L.P., Eton Park Master Fund, Ltd., Eton Park Associates, L.P., Eton Park Capital Management, L.P., Eric M. Mindich reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 8,800,000 shares (6.29% of votes) in a periodic institutional filing.