SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Endeavour International Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29259G200
(CUSIP Number)
December 31, 2012
(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)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
CUSIP No. 29259G200 | 13G/A |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Cyrus Capital Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
2,075,614 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
2,075,614 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,614** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%** | |||||
12 | TYPE OF REPORTING PERSON*
PN/IA |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
CUSIP No. 29259G200 | 13G/A |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Cyrus Capital Partners GP, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
2,075,614 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
2,075,614 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,614** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%** | |||||
12 | TYPE OF REPORTING PERSON*
OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
CUSIP No. 29259G200 | 13G/A |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen C. Freidheim | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
2,075,614 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
2,075,614 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,614** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%** | |||||
12 | TYPE OF REPORTING PERSON*
IN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
SCHEDULE 13G/A
This Amendment No. 1 to Schedule 13G (this Schedule 13G/A) is being filed on behalf of (i) Cyrus Capital Partners, L.P. (Cyrus Partners), a Delaware limited partnership, (ii) Cyrus Capital Partners GP, L.L.C. (Cyrus Partners GP), a Delaware limited liability company, as the general partner of Cyrus Partners and (iii) Stephen C. Freidheim, the principal of Cyrus Partners GP (collectively, the Reporting Persons). Cyrus Partners serves as an advisor to certain private investment funds and managed accounts (Cyrus Funds) and is affiliated with an adviser to separately managed private funds (Affiliate Funds and together with Cyrus Funds, the Funds). This Schedule 13G/A relates to shares of Common Stock, par value $0.001 per share (the Common Stock), of Endeavour International Corporation, a Nevada corporation (the Issuer) held by the Funds.
Item 1(a) | Name of Issuer. |
Endeavour International Corporation
Item 1(b) | Address of Issuers Principal Executive Offices. |
1001 Fannin Street, Suite 1600
Houston, Texas 77002
Item 2(a) | Name of Person Filing. |
(i) Cyrus Capital Partners, L.P. (Cyrus Partners)
(ii) Cyrus Capital Partners GP, L.L.C. (Cyrus Partners GP)
(iii) Stephen C. Freidheim
Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
For all Reporting Persons:
399 Park Avenue, 39th Floor
New York, NY 10022-4614
Item 2(c) | Citizenship or Place of Organization. |
(i) Cyrus Partners is a Delaware limited partnership.
(ii) Cyrus Partners GP is a Delaware limited liability company.
(iii) Stephen C. Freidheim is a United States citizen.
Item 2(d) | Title of Class of Securities. |
Common Stock, par value $0.001 per share (Common Stock)
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). | ||
(e) | x | An investment advisor 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). | ||
(g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
(h) | ¨ | A savings association 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) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 | Ownership. |
(a) | The Reporting Persons may be deemed the beneficial owners of 2,075,614 shares of Common Stock held by the Funds. |
(b) | The Reporting Persons may be deemed the beneficial owners of 4.5% of the outstanding shares of Common Stock. The percentage is determined by dividing 2,075,614 by 46,600,000, which is the number of shares of Common Stock outstanding as of November 5, 2012, as disclosed by the Issuer on its Form 10-Q filed on November 8, 2012. |
(c) | The Reporting Persons have the sole power to vote and dispose of the 2,075,614 shares of Common Stock beneficially owned. |
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 the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following x.
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Not Applicable.
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 I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and 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.
Exhibits | Exhibit 99.1 |
Joint Filing Agreement, dated February 14, 2013, by and among the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2013
Cyrus Capital Partners, L.P. | ||
By: Cyrus Capital Partners GP, L.L.C., its general partner | ||
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Managing Member | |
Cyrus Capital Partners GP, L.L.C. | ||
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Managing Member | |
/s/ Stephen C. Freidheim | ||
Stephen C. Freidheim |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Endeavour International Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2013.
Cyrus Capital Partners, L.P. | ||||
By: Cyrus Capital Partners GP, L.L.C., its general partner | ||||
By: | /s/ Stephen C. Freidheim | |||
Name: | Stephen C. Freidheim | |||
Title: | Managing Member | |||
Cyrus Capital Partners GP, L.L.C. | ||||
By: | /s/ Stephen C. Freidheim | |||
Name: | Stephen C. Freidheim | |||
Title: | Managing Member | |||
/s/ Stephen C. Freidheim | ||||
Stephen C. Freidheim |