ENDEAVOUR OPERATING : CORPORATION, et al., Debtors. Ch
Case 14-12308-KJC
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
Chapter 11
ENDEAVOUR OPERATING CORPORATION, et al.,1 Debtors.
: Case No. 14-12308 (KJC) (Joint Administration Requested)
SECOND AMENDED VERIFIED STATEMENT OF BROWN RUDNICK LLP, COUNSEL TO THE AD HOC CONSORTIUM OF CONVERTIBLE SENIOR NOTEHOLDERS AND WILMINGTON SAVINGS FUND SOCIETY, FSB PURSUANT TO BANKRUPTCY RULE 2019 Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Brown Rudnick LLP (“Brown Rudnick”), counsel to Wilmington Savings Fund Society, FSB (“WSFS”) and certain unaffiliated holders (each, a “Noteholder,” and collectively the “Consortium”), of the 6.5% Convertible Senior Notes due 2017 (the “6.5% Notes”) and the 5.5% Convertible Senior Notes due 2016 (the “5.5% Notes” and together with the 6.5% Notes, the “Notes”), each issued by Endeavour International Corporation (together with its affiliates, “Endeavour”), as issuer of an Indenture dated as of March 3, 2014, in respect of the 6.5% Notes and an Indenture dated as of July 22, 2011 in respect of the 5.5% Notes (together, the “Indentures”), hereby submits this second amended verified statement (this “Statement”) to reflect changes to the holdings and composition of the Consortium and in support thereof states as follows:
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.à.r.l. (2113). The Debtors principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.
Case 14-12308-KJC
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On or around June 25, 2014, certain members of the Consortium retained Brown
Rudnick to represent them in connection with potential restructuring discussions with Endeavour. 2.
On November 3, 2014, Counsel filed the Verified Statement of Brown Rudnick
LLP, Counsel to the Ad Hoc Consortium of Convertible Senior Noteholders and Wilmington Savings Fund Society, FSB Pursuant to Bankruptcy Rule 2019 [Docket No. 120] in connection with Counsel’s representation of the Consortium. 3.
On November 17, 2014, Counsel filed the Amended Verified Statement of Brown
Rudnick LLP, Counsel to the Ad Hoc Consortium of Convertible Senior Noteholders and Wilmington Savings Fund Society, FSB Pursuant to Bankruptcy Rule 2019 [Docket No. 179] in connection with Counsel’s representation of the Consortium. 4.
As of the date of this Statement, in addition to the Consortium, Brown Rudnick,
along with McCarter & English, LLP and Hogan Lovells US LLP, represents WSFS in its capacity as indenture trustee under the Indentures. Other than as disclosed herein, Brown Rudnick does not represent or purport to represent any other entities with respect to the Debtors’ chapter 11 cases.2
In addition, each member of the Consortium does not purport to act,
represent, or speak on behalf of any other entities in connection with the Debtors’ chapter 11 cases. 5.
The members of the Consortium or affiliates hold disclosable economic interests,
or act as investment advisors or managers to funds and/or accounts of their respective
2
The Consortium has not taken, and does not currently intend to take, any particular position before the Court. As such, this Statement is filed out of an abundance of caution and to provide the Court and parties in interest notice of the Consortium’s existence and Brown Rudnick’s prior and continuing representation thereof in addition to its representation of WSFS.
2
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subsidiaries that hold disclosable economic interests in relation to the Debtors. In accordance with Bankruptcy Rule 2019, and based upon information provided to Brown Rudnick by each member of the Consortium, attached hereto as Exhibit A is a list of the names, addresses, and the nature and amount of each disclosable economic interest of each present member of the Consortium as of December 29, 2014. 6.
Nothing contained in this Statement (or Exhibit A hereto) is intended to, nor
should be construed to, constitute: (a) a waiver or release of any claims filed or to be filed against or interests in the Debtors held by any member of the Consortium, its affiliates or any other entity, or (b) an admission with respect to any fact or legal theory. Nothing herein should be construed as a limitation upon, or waiver of, any rights of any member of the Consortium to assert, file and/or amend any proof of claim in accordance with applicable law and any Orders entered in these cases. 7.
From time to time, additional parties may become members of the Consortium,
and certain members of the Consortium may cease to be members in the future. Brown Rudnick reserves the right to amend or supplement this Statement as necessary for that, or any other, reason in accordance with Bankruptcy Rule 2019. [The remainder of this page is intentionally blank]
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Case 14-12308-KJC
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Respectfully submitted, WILMINGTON SAVINGS FUND SOCIETY, FSB By:
/s/ Robert J. Stark Robert J. Stark, Esq. (RS 3575) BROWN RUDNICK LLP Seven Times Square New York, NY 10036 (212) 209-4800 Steven B. Levine BROWN RUDNICK LLP One Financial Center Boston, MA 02111 (617) 856-8200 Co-Counsel to Wilmington Savings Fund Society, FSB, solely in its capacity as Indenture Trustee, and Counsel to the Consortium
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EXHIBIT A
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Disclosable Economic Interests3 Name of Noteholder
Address
5.5% Convertible Notes
6.5% Convertible Notes
AQR Capital Management, LLC
2 Greenwich Avenue 3rd Floor Greenwich, CT. 06830
$9,929,000
$0
Korenvaes Capital Partners, LP
c/o Korenvaes Management LLC 3953 Maple Avenue, Suite 150 Dallas, TX 75219
$12,265,000
$0
Tenor Capital Management Company, L.P.
1180 Avenue of the Americas, Suite 1940 New York, NY 10019 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416 c/o Wolverine Asset Management 175 W. Jackson Blvd., Suite 340 Chicago, IL 60604 1033 Skokie Blvd. Suite 310 Northbrook, IL 60062
$4,000,000
$0
$3,750,000
$17,500,000
$17,497,000
$0
$44,148,,000
$0
Whitebox Advisors LLC
Wolverine Flagship Fund Trading Limited
Zazove Associates, LLC
Error! Unknown document property name.
3
To the best of Brown Rudnick’s knowledge, the information herein is accurate as of December 29, 2014. The amounts set forth herein include only outstanding principal and do not include accrued or unpaid interest or other amounts that may be owing under the applicable debt documents.
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EXHIBIT A
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Disclosable Economic Interests3 Name of Noteholder
Address
5.5% Convertible Notes
6.5% Convertible Notes
AQR Capital Management, LLC
2 Greenwich Avenue 3rd Floor Greenwich, CT. 06830
$9,929,000
$0
Korenvaes Capital Partners, LP
c/o Korenvaes Management LLC 3953 Maple Avenue, Suite 150 Dallas, TX 75219
$12,265,000
$0
Tenor Capital Management Company, L.P.
1180 Avenue of the Americas, Suite 1940 New York, NY 10019 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416 c/o Wolverine Asset Management 175 W. Jackson Blvd., Suite 340 Chicago, IL 60604 1033 Skokie Blvd. Suite 310 Northbrook, IL 60062
$4,000,000
$0
$3,750,000
$17,500,000
$17,497,000
$0
$44,148,,000
$0
Whitebox Advisors LLC
Wolverine Flagship Fund Trading Limited
Zazove Associates, LLC
Error! Unknown document property name.
3
To the best of Brown Rudnick’s knowledge, the information herein is accurate as of December 29, 2014. The amounts set forth herein include only outstanding principal and do not include accrued or unpaid interest or other amounts that may be owing under the applicable debt documents.
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
Chapter 11
ENDEAVOUR OPERATING CORPORATION, et al.,1 Debtors.
: Case No. 14-12308 (KJC) (Joint Administration Requested)
SECOND AMENDED VERIFIED STATEMENT OF BROWN RUDNICK LLP, COUNSEL TO THE AD HOC CONSORTIUM OF CONVERTIBLE SENIOR NOTEHOLDERS AND WILMINGTON SAVINGS FUND SOCIETY, FSB PURSUANT TO BANKRUPTCY RULE 2019 Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Brown Rudnick LLP (“Brown Rudnick”), counsel to Wilmington Savings Fund Society, FSB (“WSFS”) and certain unaffiliated holders (each, a “Noteholder,” and collectively the “Consortium”), of the 6.5% Convertible Senior Notes due 2017 (the “6.5% Notes”) and the 5.5% Convertible Senior Notes due 2016 (the “5.5% Notes” and together with the 6.5% Notes, the “Notes”), each issued by Endeavour International Corporation (together with its affiliates, “Endeavour”), as issuer of an Indenture dated as of March 3, 2014, in respect of the 6.5% Notes and an Indenture dated as of July 22, 2011 in respect of the 5.5% Notes (together, the “Indentures”), hereby submits this second amended verified statement (this “Statement”) to reflect changes to the holdings and composition of the Consortium and in support thereof states as follows:
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.à.r.l. (2113). The Debtors principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.
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On or around June 25, 2014, certain members of the Consortium retained Brown
Rudnick to represent them in connection with potential restructuring discussions with Endeavour. 2.
On November 3, 2014, Counsel filed the Verified Statement of Brown Rudnick
LLP, Counsel to the Ad Hoc Consortium of Convertible Senior Noteholders and Wilmington Savings Fund Society, FSB Pursuant to Bankruptcy Rule 2019 [Docket No. 120] in connection with Counsel’s representation of the Consortium. 3.
On November 17, 2014, Counsel filed the Amended Verified Statement of Brown
Rudnick LLP, Counsel to the Ad Hoc Consortium of Convertible Senior Noteholders and Wilmington Savings Fund Society, FSB Pursuant to Bankruptcy Rule 2019 [Docket No. 179] in connection with Counsel’s representation of the Consortium. 4.
As of the date of this Statement, in addition to the Consortium, Brown Rudnick,
along with McCarter & English, LLP and Hogan Lovells US LLP, represents WSFS in its capacity as indenture trustee under the Indentures. Other than as disclosed herein, Brown Rudnick does not represent or purport to represent any other entities with respect to the Debtors’ chapter 11 cases.2
In addition, each member of the Consortium does not purport to act,
represent, or speak on behalf of any other entities in connection with the Debtors’ chapter 11 cases. 5.
The members of the Consortium or affiliates hold disclosable economic interests,
or act as investment advisors or managers to funds and/or accounts of their respective
2
The Consortium has not taken, and does not currently intend to take, any particular position before the Court. As such, this Statement is filed out of an abundance of caution and to provide the Court and parties in interest notice of the Consortium’s existence and Brown Rudnick’s prior and continuing representation thereof in addition to its representation of WSFS.
2
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subsidiaries that hold disclosable economic interests in relation to the Debtors. In accordance with Bankruptcy Rule 2019, and based upon information provided to Brown Rudnick by each member of the Consortium, attached hereto as Exhibit A is a list of the names, addresses, and the nature and amount of each disclosable economic interest of each present member of the Consortium as of December 29, 2014. 6.
Nothing contained in this Statement (or Exhibit A hereto) is intended to, nor
should be construed to, constitute: (a) a waiver or release of any claims filed or to be filed against or interests in the Debtors held by any member of the Consortium, its affiliates or any other entity, or (b) an admission with respect to any fact or legal theory. Nothing herein should be construed as a limitation upon, or waiver of, any rights of any member of the Consortium to assert, file and/or amend any proof of claim in accordance with applicable law and any Orders entered in these cases. 7.
From time to time, additional parties may become members of the Consortium,
and certain members of the Consortium may cease to be members in the future. Brown Rudnick reserves the right to amend or supplement this Statement as necessary for that, or any other, reason in accordance with Bankruptcy Rule 2019. [The remainder of this page is intentionally blank]
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Respectfully submitted, WILMINGTON SAVINGS FUND SOCIETY, FSB By:
/s/ Robert J. Stark Robert J. Stark, Esq. (RS 3575) BROWN RUDNICK LLP Seven Times Square New York, NY 10036 (212) 209-4800 Steven B. Levine BROWN RUDNICK LLP One Financial Center Boston, MA 02111 (617) 856-8200 Co-Counsel to Wilmington Savings Fund Society, FSB, solely in its capacity as Indenture Trustee, and Counsel to the Consortium
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EXHIBIT A
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Disclosable Economic Interests3 Name of Noteholder
Address
5.5% Convertible Notes
6.5% Convertible Notes
AQR Capital Management, LLC
2 Greenwich Avenue 3rd Floor Greenwich, CT. 06830
$9,929,000
$0
Korenvaes Capital Partners, LP
c/o Korenvaes Management LLC 3953 Maple Avenue, Suite 150 Dallas, TX 75219
$12,265,000
$0
Tenor Capital Management Company, L.P.
1180 Avenue of the Americas, Suite 1940 New York, NY 10019 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416 c/o Wolverine Asset Management 175 W. Jackson Blvd., Suite 340 Chicago, IL 60604 1033 Skokie Blvd. Suite 310 Northbrook, IL 60062
$4,000,000
$0
$3,750,000
$17,500,000
$17,497,000
$0
$44,148,,000
$0
Whitebox Advisors LLC
Wolverine Flagship Fund Trading Limited
Zazove Associates, LLC
Error! Unknown document property name.
3
To the best of Brown Rudnick’s knowledge, the information herein is accurate as of December 29, 2014. The amounts set forth herein include only outstanding principal and do not include accrued or unpaid interest or other amounts that may be owing under the applicable debt documents.
Case 14-12308-KJC
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EXHIBIT A
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Disclosable Economic Interests3 Name of Noteholder
Address
5.5% Convertible Notes
6.5% Convertible Notes
AQR Capital Management, LLC
2 Greenwich Avenue 3rd Floor Greenwich, CT. 06830
$9,929,000
$0
Korenvaes Capital Partners, LP
c/o Korenvaes Management LLC 3953 Maple Avenue, Suite 150 Dallas, TX 75219
$12,265,000
$0
Tenor Capital Management Company, L.P.
1180 Avenue of the Americas, Suite 1940 New York, NY 10019 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416 c/o Wolverine Asset Management 175 W. Jackson Blvd., Suite 340 Chicago, IL 60604 1033 Skokie Blvd. Suite 310 Northbrook, IL 60062
$4,000,000
$0
$3,750,000
$17,500,000
$17,497,000
$0
$44,148,,000
$0
Whitebox Advisors LLC
Wolverine Flagship Fund Trading Limited
Zazove Associates, LLC
Error! Unknown document property name.
3
To the best of Brown Rudnick’s knowledge, the information herein is accurate as of December 29, 2014. The amounts set forth herein include only outstanding principal and do not include accrued or unpaid interest or other amounts that may be owing under the applicable debt documents.
