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END > SEC Filings for END > Form 8-K on 23-Apr-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Unregistered Sale of Equ

Item 1.01 Entry into a Material Definitive Agreement.

Unless the context otherwise requires, references to "Endeavour," the "Company," "we," "us" or "our" mean Endeavour International Corporation and its consolidated subsidiaries.

On April 16, 2014, Endeavour International Corporation entered a settlement agreement with SM Energy Company and certain other sellers named therein (collectively, "SM Energy") regarding litigation filed against Endeavour Operating Corporation, our wholly-owned subsidiary, in December 2011.

In accordance with the settlement agreement, Endeavour will pay SM Energy $5 million and issue a note for $4.5 million. The note will be paid in three graduated payments beginning in twelve months.

Warrant Agreements

In connection with the entrance into the Settlement Agreement, we entered into Warrant Agreements for the purchase of Common Stock (the "Warrant Agreements") with SM Energy, pursuant to which we issued the warrants to purchase 2,130,680 shares of our common stock. The Warrants have an exercise price of $5.29 per share. The Warrants expire on April 16, 2019 and are subject to customary anti-dilution provisions. The Warrant Agreements include a cashless exercise provision entitling SM Energy to surrender a portion of the underlying common stock that has a value equal to the aggregate exercise price in lieu of paying cash upon exercise of a Warrant.

The above-referenced issuance was not registered under the Securities Act of 1933, as amended (the "Securities Act") and qualified for exemption under
Section 4(2), because the issuance of securities by the Company did not involve a public offering.

Additional information regarding the SM Energy dispute is available in our 2013 Annual Report on Form 10-K, which can be found on our website at

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 regarding the sale of the Warrants and the potential issuance of our common stock upon conversion of the Warrants is incorporated by reference into this Item 3.02.

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