8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 27, 2014

Endeavour International Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Nevada	001-32212	88-0448389
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
811 Main Street, Suite 2100, Houston, Texas		77002
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (713) 307-8700

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

As previously announced, on October 10, 2014, Endeavour International Corporation (the “Company”) and certain of its subsidiaries (such subsidiaries, together with the Company, the “Debtors”), filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in the proceeding In re Endeavour Operating Corporation, et al., Case No. Case No. 14–12308.

On October 27, 2014, the Debtors filed their initial monthly operating report (the “Monthly Operating Report”) with the Bankruptcy Court. Certain portions of the Monthly Operating Report are attached hereto as Exhibit 99.1 and are incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Note Regarding Forward-Looking Statements

Certain statements and information included herein may constitute “forward-looking statements,” as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, relating to future events and the financial performance of the Company. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that actual events or performance will differ materially from such predictions as a result of certain risk factors. As such, readers are cautioned not to place undue reliance on forward-looking statements, which speak only to management’s plans, assumptions and expectations as of the date hereof. Please refer to the Company’s Annual Report on Form 10-K for year ended December 31, 2013, filed with the SEC on March 17, 2014, Form 10-K/A filed with the SEC on March 21, 2014 and other filings for a discussion of material risk factors. The Company disclaims any duty to update or alter any forward-looking statements, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Certain Portions of the Initial Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Endeavour International Corporation
October 28, 2014	By:	/s/ Catherine L. Stubbs
		Name: Catherine L. Stubbs
		Title: Senior Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Certain Portions of the Initial Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware.

EX-99.1

EXHIBIT 99.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

X

	X
In re:	:	Chapter 11
	:
ENDEAVOUR OPERATING CORPORATION, etal.1	:	Case No. 14-12308 (KJC)
	:
Debtors.	:	(Jointly Administered)
	:
	X

INITIAL MONTHLY OPERATING REPORT

File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief.

Certificates of insurance must name United States Trustee as a party to be notified in the event of policy cancellation. Bank accounts and checks must bear the name of the debtor, the case number, and the designation “Debtor in Possession.” Examples of acceptable evidence of Debtor in Possession Bank accounts include voided checks, copy of bank deposit agreement/certificate of authority, signature card, and/or corporate checking resolution.

REQUIRED DOCUMENTS	Document Attached	Explanation Attached
12-Month Cash Flow Projection (Form IR-1 )	YES
Certificates of Insurance:
Workers Compensation	YES
Property	YES
General Liability	YES
Vehicle	YES
Other: Energy Package	YES
Other: D&O	YES
Evidence of Debtor in Possession Bank Accounts
Tax Escrow Account	N/A
General Operating Account	See Docket 60, Order Authorizing Debtor to use Existing Bank Accounts, attached.
Other: Utilities’ Adequate Assurance Account
Other: END LuxCo Domestic Account
Other: US Revenue Account
Retainers Paid (Form IR-2)	YES

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.a r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.

I declare under penalty of perjury (28 U .S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.

Signature of Debtor	Date
Signature of Joint Debtor	Date
/s/ Cathy Stubbs	10/27/2014
Signature of Authorized Individual*	Date

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

In re: ENDEAVOUR OPERATING CORPORATION, et al. Case No. 14-12308

Reporting Period: October 6, 2014 to January 4, 2015

ENDEAVOUR INTERNATIONAL ($ millions)

WEEKLY CASH FLOW SUMMARY DEBTOR CASH FLOWS

Week Beginning	10/6/2014			10/13/2014			10/20/2014			10/27/2014			11/3/2014			11/10/2014			11/17/2014			11/24/2014			12/1/2014			12/8/2014			12/15/2014			12/22/2014			12/29/2014
US Collections		0.0			0.0			0.5			0.0			0.0			0.0			1.0			0.0			0.0			0.0			0.9			0.0			0.0
Operating Disbursements		-			-			(0.1	)		-			-			-			(0.1	)		-			-			-			(0.1	)		-		—
G&A		(0.5	)		(0.2	)		(0.3	)		(0.6	)		(0.2	)		(0.5	)		(1.9	)		(0.5	)		(0.2	)		(0.2	)		(0.5	)		(0.1	)		(0.5	)
Net Operating Cash Flow		(0.5	)		(0.2	)		0.2			(0.6	)		(0.2	)		(0.5	)		(1.0	)		(0.5	)		(0.2	)		(0.2	)		0.4			(0.1	)		(0.5	)
CapEx		(3.7	)		(0.5	)		0.6			-			-			-			(1.0	)		-			-			-			(1.5	)		-		—
Net Unlevered Cash Flow		(4.2	)		(0.7	)		0.8			(0.6	)		(0.2	)		(0.5	)		(2.0	)		(0.5	)		(0.2	)		(0.2	)		(1.1	)		(0.1	)		(0.5	)
Restructuring Expenses		-			(1.7	)		-			-			-			(2.4	)		-			-			-			-			(2.4	)		-		—
Financing Cash Flows
Financing Inflows		-			-			-			-			-			-			-			-			-			-			-			-		—
Financing Outflows
Preferred Stock due 2016		-			-			-			-			-			-			-			-			-			-			-			-		—
High Yield-12% Notes due 2018		-			-			-			-			-			-			-			-			-			-			-			-		—
5.5% & 6.5% Convertible Note		-			-			-			-			-			-			-			-			-			-			-			-		—
Total Financing Expense		-			-			-			-			-			-			-			-			-			-			-			-		—
Net Financing Cash Flows		-			-			-			-			-			-			-			-			-			-			-			-		—
Net US Cash Flow		(4.2	)		(2.4	)		0.8			(0.6	)		(0.2	)		(2.9	)		(2.0	)		(0.5	)		(0.2	)		(0.2	)		(3.6	)		(0.1	)		(0.5	)
Beginning US Cash Balance		41.7			38.8			36.4			37.1			36.6			37.7			34.8			32.7			32.3			35.6			35.4			31.8			31.7
Net US Cash Flow		(4.2	)		(2.4	)		0.8			(0.6	)		(0.2	)		(2.9	)		(2.0	)		(0.5	)		(0.2	)		(0.2	)		(3.6	)		(0.1	)		(0.5	)
Other Transfer (To) / From UK		1.3			-			-			-			1.3			-			-			-			3.5			-			-			-		—
Ending US Cash Balance		38.8			36.4			37.1			36.6			37.7			34.8			32.7			32.3			35.6			35.4			31.8			31.7			31.3

The Debtors have not prepared a 12 month cash flow projection in accordance with form IR-1. However, the Debtors do prepare a 13 week cash flow projection which details the projected cash flow for the Debtor entities through the weekend ending January 4, 2015.

The Debtors provide this projection, as detailed above, in lieu of Form IR-1.