Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ENDEAVOUR INTERNATIONAL CORP | h83580e8vk.htm |
Exhibit 99.1
For immediate release
Endeavour Announces Pricing of $120 Million
Convertible Senior Notes Due 2016
Convertible Senior Notes Due 2016
Houston, July 18, 2011 — Endeavour International Corporation (NYSE: END) (LSE:
ENDV) today announced the pricing of its private placement of $120 million aggregate principal
amount of 5.5% convertible senior notes due 2016 (the “2016 Notes”), which represents an upsize of
$10 million over the initially-announced $110 million aggregate principal amount. The offering is
expected to close on July 22, 2011, subject to the satisfaction of customary closing conditions.
Endeavour has granted to the initial purchasers of the 2016 Notes a 30-day option to purchase up to
an additional $15 million principal amount of 2016 Notes.
Interest on the 2016 Notes will be payable semiannually at a rate of 5.5% per annum. The 2016
Notes will be convertible into shares of Endeavour’s common stock. The initial conversion rate for
the 2016 Notes is 54.019 shares of common stock per $1,000 principal amount of the 2016 Notes,
which is equal to a conversion price of approximately $18.51 per share, representing approximately
a 30% conversion premium based on the closing price of Endeavour’s common stock of $14.24 per share
on July 18, 2011.
Endeavour estimates that it will receive net proceeds from this offering of approximately $115.5
million (or $130 million if the initial purchasers exercise their option in full to purchase the
additional 2016 Notes). Endeavour intends to use substantially all of the net proceeds of this
offering to fund its pending acquisition of acreage and related midstream assets in the Marcellus
shale play. The remainder, if any, will be used for general corporate purposes, including funding
a portion of Endeavour’s 2011 capital program.
This press release is neither an offer to sell nor the solicitation of an offer to buy the 2016
Notes or any other securities. The 2016 Notes will be offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933 (the “Securities Act”). The 2016
Notes have not been registered under the Securities Act and may not be offered or sold in the
United States without registration or an applicable exemption from registration requirements. This
announcement is being issued pursuant to Rule 135c under the Securities Act and shall not
constitute an offer to sell or the solicitation of an offer to buy any securities.
This press release contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements include statements that
express a belief, expectation, or intention, as well as those that are not statements of historical
fact, and may include projections and estimates concerning the timing and success of specific
projects and our future production, revenues, income and capital spending. Our forward-looking
statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,”
“expect,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of
future events or outcomes. We caution you not to rely on them unduly. We have based these
forward-looking statements on our current expectations and assumptions about future events. While
our management considers these expectations and assumptions to be reasonable, they are inherently
subject to significant business, economic, competitive, regulatory and other risks, contingencies
and uncertainties, most of which are difficult to predict and many of which are beyond our control.
These risks, contingencies and uncertainties, which may not be exhaustive, relate to, among other
matters, the following: discovery, estimation, development and replacement of oil and gas reserves;
decreases in proved reserves due to technical or economic factors; drilling of wells and other
planned exploitation activities; timing and amount of future production of oil and gas; the
volatility of oil and gas prices; availability and terms of capital; operating costs such as lease
operating expenses, administrative costs and other expenses; our future operating or financial
results; amount, nature and timing of capital expenditures, including future development costs;
cash flow and anticipated liquidity; availability of drilling and production equipment;
uncertainties related to drilling and production operations in a new region; cost and access to
natural gas gathering, treatment and pipeline facilities; business strategy and the availability of
acquisition opportunities; and factors not known to us at this time. Any of these factors, or any
combination of these factors, could materially affect our future financial condition or results of
operations and the ultimate accuracy of a forward-looking statement. The forward-looking
statements are not guarantees of our future performance, and our actual results and future
developments may differ materially from those projected in the forward-looking statements. In
addition, any or all of our forward-looking statements included in this release may turn out to be
incorrect. They can be affected by inaccurate assumptions we might make or by known or unknown
risks and uncertainties, including those included in our Annual Report on Form 10-K for the year
ended December 31, 2010. There can be no assurance that we will complete the Marcellus
acquisition..
Endeavour International Corporation is an international oil and gas exploration and production
company focused on the acquisition, exploration and development of energy reserves in the North Sea
and United States. For more information, visit http://www.endeavourcorp.com.
For further information:
Endeavour — Investor Relations
| Mike Kirksey Darcey Matthews |
713-307-8700 713-807-8711 |