0001133521-14-000004.txt : 20140214 0001133521-14-000004.hdr.sgml : 20140214 20140214163739 ACCESSION NUMBER: 0001133521-14-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDEAVOUR INTERNATIONAL CORP CENTRAL INDEX KEY: 0001112412 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880448389 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62401 FILM NUMBER: 14617590 BUSINESS ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-307-8700 MAIL ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL SOUTHERN RESOURCES INC DATE OF NAME CHANGE: 20020816 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESSIONS GRAPHICS INC DATE OF NAME CHANGE: 20000419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEELHEAD PARTNERS LLC CENTRAL INDEX KEY: 0001133521 IRS NUMBER: 911740598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2066892450 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 98004 SC 13G/A 1 end13ga21414.htm END 13G/A 2-14-14

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

(Amendment No. 1)*

Endeavor International Corporation
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
29259G200
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X       Rule 13d-1(b)

X       Rule 13d-1(c)

          Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

(1) Names of Reporting Persons. STEELHEAD PARTNERS, LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a) £

(b) £

(3) SEC Use Only                                                                                                    
(4) Citizenship or Place of Organization Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

(5) Sole Voting Power 0
(6) Shared Voting Power 6,120,013
(7) Sole Dispositive Power 0
(8) Shared Dispositive Power 6,245,784
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,245,784[1]
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  
(11) Percent of Class Represented by Amount in Row (9) 13.2%
(12) Type of Reporting Person (See Instructions) IA
             

[1] Includes 125,771 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.

 
 

 

(1) Names of Reporting Persons. JAMES MICHAEL JOHNSTON
(2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a) £

(b) £

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

(5) Sole Voting Power 0
(6) Shared Voting Power 6,120,013
(7) Sole Dispositive Power 0
(8) Shared Dispositive Power 6,245,784
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,245,784[1]
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  
(11) Percent of Class Represented by Amount in Row (9) 13.2%
(12) Type of Reporting Person (See Instructions) IN/HC
             

[1] Includes 125,771 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.

 
 

 

(1) Names of Reporting Persons. BRIAN KATZ KLEIN
(2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a) £

(b) £

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

(5) Sole Voting Power 0
(6) Shared Voting Power 6,120,013
(7) Sole Dispositive Power 0
(8) Shared Dispositive Power 6,245,784
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,245,784[1]
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  
(11) Percent of Class Represented by Amount in Row (9) 13.2%
(12) Type of Reporting Person (See Instructions) IN/HC
             

[1] Includes 125,771 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.

 

 
 

 

 

(1) Names of Reporting Persons. STEELHEAD NAVIGATOR MASTER, L.P.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a) £

(b) £

(3) SEC Use Only
(4) Citizenship or Place of Organization Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

(5) Sole Voting Power 6,110,013
(6) Shared Voting Power 0
(7) Sole Dispositive Power 6,110,013
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,110,013
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  
(11) Percent of Class Represented by Amount in Row (9) 12.9%
(12) Type of Reporting Person (See Instructions) PN
             

 

 
 

 

 

Item 1(a). Name of Issuer:

 

Endeavor International Corporation

Item 1(b). Address of Issuer’s Principal Executive Offices:

811 Main Street, Suite 2100

Houston, TX 77002

Item 2(a). Names of Persons Filing:

Steelhead Partners, LLC (“Steelhead”)
James Michael Johnston
Brian Katz Klein
Steelhead Navigator Master, L.P. (“Steelhead Navigator”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business office of each reporting person other than Steelhead Navigator is:

333 108th Avenue NE, Suite 2010
Bellevue, WA 98004

The principal business office of Steelhead Navigator is:

 

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

 

Item 2(c). Citizenship:

Reference is made to Item 4 of pages 2, 3, 4, and 5 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value per share

Item 2(e). CUSIP Number:

29259G200

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

      (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

      (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

      (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

      (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

X   (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

      (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

X   (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

      (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

  (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

  (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

       (k) Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________ 

Item 4. Ownership

Reference is made to Items 5-9 and 11 of pages 2, 3, 4 and 5 of this Schedule, which Items are incorporated by reference herein.

As of December 31, 2013, Steelhead is the beneficial owner of 6,245,784 shares and Steelhead Navigator is the beneficial owner of 6,110,013 shares of the issuer’s voting common stock (the “Securities”).

The Securities are held by and for the benefit of Steelhead Navigator and certain other client accounts. Steelhead, as the investment manager of Steelhead Navigator and of those other client accounts, and as the sole member of Steelhead Navigator’s general partner, and each of J. Michael Johnston and Brian K. Klein, as the member-managers of Steelhead, may be deemed to beneficially own the Securities owned by Steelhead Navigator and such other client accounts for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of Steelhead, Mr. Johnston or Mr. Klein is, for any other purpose, the beneficial owner of any of the Securities, and each of Steelhead, Mr. Johnston and Mr. Klein disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such Securities.  Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

The calculation of percentage of beneficial ownership in Item 11 of pages 2, 3, 4 and 5 of this Schedule, was derived from the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013, in which the Issuer stated that the number of shares of its Common Stock outstanding as of November 6, 2013 was 47,200,000 shares.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof each of the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Steelhead is the investment manager of Steelhead Navigator and the other client accounts that beneficially hold the Securities and, in that capacity, has been granted the authority to dispose of and vote the Securities held by those accounts, with the exception of one account over which it has discretionary but not voting authority. Steelhead Navigator and the other client accounts have the right to receive (or the power to direct the receipt of) dividends received in connection with ownership of the Securities and the proceeds from the sale of the Securities. The only client whose holdings exceed five percent of the outstanding shares of common stock is Steelhead Navigator.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

 
 

 

Item 10. Certification

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  February 14, 2014

STEELHEAD PARTNERS, LLC

By: /s/ Brent E. Binge

Brent E. Binge, General Counsel

 

 

JAMES MICHAEL JOHNSTON

/s/ Brent E. Binge

Brent E. Binge, Attorney-In-Fact for James Michael Johnston

 

 

 

BRIAN KATZ KLEIN

/s/ Brent E. Binge

Brent E. Binge, Attorney-In-Fact for Brian Katz Klein

 

 

 

STEELHEAD NAVIGATOR MASTER, L.P.

By: Steelhead Partners, LLC, its Investment Manager

 

 

/s/ Brent E. Binge

Brent E. Binge, General Counsel

   

 

 

 

 

 
 

EXHIBIT INDEX

Exhibit A Joint Filing Undertaking Page 10

 
 

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

 

Dated:  February 14, 2014

STEELHEAD PARTNERS, LLC

By: /s/ Brent E. Binge

Brent E. Binge, General Counsel

 

 

 

JAMES MICHAEL JOHNSTON

/s/ Brent E. Binge

Brent E. Binge, Attorney-In-Fact for James Michael Johnston

 

 

 

BRIAN KATZ KLEIN

/s/ Brent E. Binge

Brent E. Binge, Attorney-In-Fact for Brian Katz Klein

 

 

 

STEELHEAD NAVIGATOR MASTER, L.P.

By: Steelhead Partners, LLC, its Investment Manager

 

 

/s/ Brent E. Binge

Brent E. Binge, General Counsel