Endeavour credit bid purchase agreement OK’d; cases to be dismissed

By Caroline Salls

Pittsburgh, Oct. 16 – Endeavour International Corp. received court approval to enter into a credit bid asset purchase agreement with Endeavour Operating Corp., notes trustee Wells Fargo Bank, NA and some of the holders of the company’s 12% first-priority notes due March 1, 2018, according to an order filed Friday with the U.S. Bankruptcy Court for the District of Delaware.

Under the agreement, Endeavour Operating agreed to sell the stock of subsidiary Endeavour International Holding BV and an intercompany note issued by Endeavour Energy U.K. Ltd. to a newly formed entity to be owned by the noteholders and credit agreement lenders.

The consideration payable to Endeavour Operating under the asset purchase agreement consists of $1 in the form of a credit bid by the agent related to outstanding 12% notes debt, as well as $1 in cash. Upon closing, $398 million of first-lien debt will be canceled.

The purchase agreement also provides that, upon their receipt of any cash proceeds from the sale of the company’s oil and gas assets, the priority noteholders will pay those amounts to fund the administrative costs and expenses of the bankruptcy cases and any expenses incurred in connection with the subsequent dissolution of the Endeavour debtors.

To the extent the asset sale proceeds are insufficient to satisfy these wind-down expenses, cash from Endeavour Energy U.K. will be used to fund the expenses.

The noteholders that are parties to the agreement include Apollo Capital Management, LP, Aristeia Capital, LLC and Avenue Investments, LP.

Endeavour said the settlement agreement with Endeavour Operating, Endeavour Colorado Corp., the priority noteholders and some lenders addresses the allocation of proceeds from the sale of U.S. oil and gas assets, ownership of the new company, voting rights and shareholder arrangements concerning the new company and some credit agreement amendments.

Under the settlement, Endeavour International, Endeavour Operating and Endeavour Colorado agreed to restrictions on intercompany cash transfers.

Following the sale of substantially all of its assets, Endeavour’s Chapter 11 bankruptcy cases will be dismissed, according to Friday’s order.

Endeavour is a Houston-based oil and gas exploration and production company focused on the North Sea and the United States. The company filed for bankruptcy on Oct. 10, 2014 under Chapter 11 case number 14-12308.

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