 Project North October 2, 2014 Reorganization Considerations Exhibit 99.5 Confidential Subject to FRE 408 |
 Confidential Subject to FRE 408 Project North Blackstone Weil 1 Disclaimer This presentation (the “Presentation”) regarding Endeavour International Corporation and its subsidiaries (the “Company”) has been prepared by Blackstone Advisory Partners L.P. (“Blackstone”) and Weil, Gotshal & Manges LLP (“Weil”) solely for informational purposes using certain information provided by the Company and publicly available information (collectively, the “Sources”). This presentation is illustrative, does not represent a proposal, and is subject to FRE 408. Blackstone and Weil make no representation or warranty, express or implied, as to the accuracy or completeness of the information obtained from the Sources, and nothing contained herein is, or should be relied on as a promise or representation, whether as to the past or the future. Blackstone and Weil have not independently verified information obtained from the Sources. The Presentation is not a proposal or a solicitation and is non-binding on all parties. The Presentation includes certain statements, estimates, and projections prepared and provided by the Sources with respect to, among other things, the anticipated operating performance of the Company. Such statements, estimates, and projections reflect various assumptions by the Sources concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. Blackstone and Weil have relied on the truth, accuracy and completeness of certain representations of the Sources and disclaims any liability for any misrepresentations or omissions that may be contained herein based on such statements or contained in the information referenced above. No representations, express or implied, are made as to the accuracy or completeness of such statements, estimates, or projections or with respect to any other materials herein. Actual results may vary materially from the estimates and projected results contained herein. By accepting the Presentation, each recipient agrees that Blackstone and Weil shall have no liability on any basis (including, without limitation, in contract, tort, under United States or other countries’ federal or state securities laws or otherwise) for any representations, express or implied, contained in, or for any omissions from, the Presentation or any other written or oral communications transmitted to the recipient by or on behalf of Weil or Blackstone in the course of the recipient’s evaluation of the Presentation. The information contained herein has been prepared to assist the recipients in making their own evaluation and does not purport to be all-inclusive or to contain all of the information that may be material. The information and data contained herein are confidential and may not be divulged to any person or entity or reproduced, disseminated, or disclosed, in whole or in part, except as required by applicable law or regulation, as requested by regulatory authorities, or with the consent of Blackstone and Weil. This Presentation is not intended to furnish regulatory, tax, accounting, investment or other advice to any recipient. This Presentation should be reviewed by each recipient and its regulatory, tax, accounting, investment and other advisors. Recipients should not regard it as a substitute for the exercise of their own judgment. |
 Confidential Subject to FRE 408 Project North Blackstone Weil 2 Agenda U.K. Opportunities and Business Strategy Restructuring Goals Debt Capacity Considerations Potential Compromise Structure 1 2 3 4 |
 Project North Blackstone Weil 3 U.K. Opportunity and Business Strategy U.K. North Sea presents large remaining reserves with undeveloped and undiscovered volumes across the region • Stable region with low geopolitical risk • Geologically well understood with decades of experience drilling in the region • Significant infrastructure in-place to support economics of development for new production Governmental and regulatory support for exploration, development and production • Attractive fiscal terms by global standards and improving regulatory environment (Wood Report) • After-tax treatment of decommissioning • Access to infrastructure Larger players seeking to re-shape or exit their North Sea positions • Increasing availability of personnel • Rig market softening • Assets on the market Limited competition in the small/mid cap space – 20k boe/d threshold • Private equity entering the market 1 The U.K. North Sea presents significant opportunity today for a full-cycle E&P business properly capitalized, with adequate scale and core producing assets. Confidential Subject to FRE 408 |
 Confidential Subject to FRE 408 Project North Blackstone Weil 4 U.K. Opportunity and Business Strategy (Cont’d) 1. Maximize production from existing North Sea assets and pursue realization of upsides a) Collaborate with JV partners b) Infill drilling opportunities at Alba c) Increase Scott platform capacity d) Utilize existing tax assets 2. Explore, develop and monetize contingent resources a) Track record of successfully finding new oil and gas reserves more efficiently than any other independent b) Pursue new opportunities (Rossini, Mabry, other contingent resources) c) Partner through farm-ins to reduce capital need while receiving carry d) Share sub surface technical team with business development and operation teams 3. Opportunistic acquisition of producing North Sea reserves a) Diversify portfolio and reduce well concentration b) Seek out producing assets with minimal development costs or decommissioning exposure and 3P upside c) Potential to buy assets at attractive prices 4. Monetize selected assets and redeploy proceeds to core a) Consider sale of U.S. assets to reduce investment needs and capex costs b) Potential opportunities to sell selected U.K. assets Endeavour is well positioned as a leading pure-play U.K. independent producer. The Company’s proposed strategy is anchored in existing U.K. assets and aimed at balancing production and lower- risk growth. Confidential Subject to FRE 408 Project North Blackstone Weil 4 |
 Project North Blackstone Weil 5 Indicative Capital to Realize Alba Rochelle Bacchus Columbus Bittern Enoch $30 - $50 million per year (1) ________________________________________________ (1) Based on analysis of the 6/30/14 reserve report. Mature Low Risk Assets The opportunity in the North Sea related to the Endeavour platform presents significant value as a going concern. Accelerate drilling at Alba Potentially debottleneck Scott Platform Accelerate drilling at Rochelle Indicative Capital to Realize Rossini Mabry Rochelle Jurassic $10 - $15 million per year Clear Upside with Limited Risk Indicative Capital to Realize Centurion North Centurion South Ravel Mostyn Buffalo Rogers Others $10 - $15 million per year Other Contingent Resources Endeavour successfully developed Rochelle, Cygnus, and other prospects in the North Sea Rossini exploration / appraisal well with partner (2015) Mabry exploration well (late 2015 or 2016) Create value by derisking existing portfolio of prospects Opportunity to farm down to partially monetize once derisked Long term could create significant value in the portfolio Indicative Capital to Realize Various Assets $30 - $40 million per year M&A Majors pulling back H1 2014 activity implies a low $/boe for already producing assets U.K. Opportunity and Business Strategy (Cont’d) 1 Confidential Subject to FRE 408 |
 Project North Blackstone Weil 6 Restructuring Goals 1. Protect Company assets during restructuring 2. Minimize restructuring costs 3. Design new capital structure to maximize business value 4. Reduce debt service to permit capex to maintain and grow cash flows 5. Maximize recovery to all creditors 2 Confidential Subject to FRE 408 |
    Confidential Subject to FRE 408 Project North Blackstone Weil 7 ________________________________________________ (1) Reflects netting of LC cash collateral that is expected to increase to $105mm on 12/1/14. (2) Assumes refinancing of existing UK debt facility in 12 months. (3) Cash change driven primarily by $12mm of UK interest, $26mm of capex/decommissioning, net of operating cash flow. I) Pro Forma Capital Structure Summary Illustrative ($ in millions) Principal Current Rate PF Rate Amort UK Bank Debt $440.0 11.0% 8.0% (2) 10.0% New Notes 200.0 12.0% 8.5% NA Total Debt $640.0 Total Debt Excluding LC (1) $535.0 II) Bridge to Starting Cash Amount 9/30/14 Aprox. Consolidated Cash $60.0 New UK Facility Liquidity 36.0 Incremental Q4 L/C Need (15.0) Q4 Cash Use (3) (33.0) Emergence Costs (15.0) Projected Cash at Emergence (Illustrative 12/31/14) $33.0 Confidential Subject to FRE 408 Project North Blackstone Weil 7 Debt Capacity Considerations – Compromise Scenario Assumptions |
  Confidential Subject to FRE 408 Project North Blackstone Weil 8 Debt Capacity Considerations (Cont’d) – Compromise Scenario Illustrative Forecast 3 ($ in millions) Business Plan Illustrative Run Rate 2014E 2015E 2016E 2017E 2018E UK EBITDA $221.0 $281.6 $275.8 $250.0 $250.0 Less: PRT 11.5 (28.1) (51.0) (35.6) (35.6) Less: CT Taxes - - - - - Less: SCT Taxes - - - (21.2) (40.5) Less: Capex (68.3) (71.7) (45.2) (80.0) (80.0) Less: Abandonment (59.8) (56.4) (37.9) - - Less: Provision for LCs (15.0) (15.0) (15.0) (15.0) (15.0) Less: Contingency - - - - - UK Unlevered FCF 89.4 $110.4 $126.7 $98.2 $79.0 UK Bank Debt Interest ($48.4) ($33.4) ($29.9) ($26.4) UK Bank Debt Amortization - (44.0) (44.0) (44.0) Cash Flow to US $62.0 $49.3 $24.3 $8.6 US Unlevered Cash Flow ($10.0) $ – $ – $ – New Note Interest (17.0) (17.0) (17.0) (17.0) Total Free Cash Flow $35.0 $32.3 $7.3 ($8.4) Beginning Cash $33.0 $68.0 $100.3 $107.5 Total Cash Flow 35.0 32.3 7.3 (8.4) Ending Cash $33.0 $68.0 $100.3 $107.5 $99.1 Total Debt $640.0 $640.0 $596.0 $552.0 $508.0 Total Debt/ UK EBITDA 2.9x 2.3x 2.2x 2.2x 2.0x Total Debt Excl. LCs 535.0 535.0 491.0 447.0 403.0 Adj. Debt / UK EBITDA 2.4x 1.9x 1.8x 1.8x 1.6x CT NOL Ending Balance $629.5 $569.5 $478.2 $390.7 $299.7 SCT NOL Ending Balance 358.4 212.8 60.1 – – |
 Confidential Subject to FRE 408 Project North Blackstone Weil 9 Debt Capacity Considerations (Cont’d) – U.K. 2P Reserve Report Metrics ________________________________________________ Source: Interim Reserve Report (Q2 2014 Roll-Forward). 3 Production (mboe) Capital Expenditures ($ in millions) Adequate capital spend is necessary to maintain and grow production, otherwise existing reserves will deplete and future production will decline. Confidential Subject to FRE 408 Project North Blackstone Weil 9 $0 $25 $50 $75 $100 $125 $150 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 0 1,000 2,000 3,000 4,000 5,000 6,000 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 |
 Confidential Subject to FRE 408 Project North Blackstone Weil 10 Debt Capacity Considerations (Cont’d) – Rationale For Illustrated Leverage Provides cash flow for investment to replace naturally declining asset base and take advantage of lower risk growth opportunities Positions the company as an attractive investment opportunity to take advantage of U.K. North Sea dynamics Without investment, a simple “blow down” of the existing reserves will not allow the company to amortize or retire debt Without investment, any new equity unlikely to have long-term value Without a cash cushion, business will be run sub-optimally and at significant risk of unplanned downtime 3 |
 Confidential Subject to FRE 408 Project North Blackstone Weil 11 Debt Capacity Considerations (Cont’d) – Comparable Company Credit Metrics ($ in millions) ________________________________________________ Source: Company filings, Capital IQ, and Company estimates. Note: Market data as of 9/30/14. (1) Endeavour LTM EBITDA as of Q1 2014. 3 Sample Peer Group Illustrative Endeavour EnQuest Ithaca Energy Iona Energy Mean $200mm US $445mm US Market Capitalization $1,382 $619 $94 Debt $942 $769 $265 $535 $780 Unrestricted Cash (216) (61) (26) TEV $2,108 $1,309 $334 Metrics LTM EBITDA (1) $631 $309 $77 $217 $217 2014E EBITDA $511 $311 NM $222 $222 2015E EBITDA $673 $494 NM $293 $293 Credit Metrics Debt / LTM EBITDA 1.5x 2.5x 3.4x 2.5x 2.5x 3.6x Debt / 2014E EBITDA 1.8x 2.5x NM 2.2x 2.4x 3.5x Debt / 2015E EBITDA 1.4x 1.6x NM 1.5x 1.8x 2.7x Debt / Market Capitalization 68% 124% 282% 158% |
 Appendix |
  Confidential Subject to FRE 408 Project North Blackstone Weil 13 Existing Capital Structure ________________________________________________ Note: Debt balances as of 9/30/14. (1) Excludes $105mm LC Facility. (2) As of 9/30/14. ($ in mm) Terms Maturity Interest Rate Principal Price (2) Market Value Term Loan (1) Jan-17 L+1000 $ 440.0 100.0 $ 440.0 Total EEUK Debt and Claims $ 440.0 $ 440.0 First Priority Notes Mar-18 12.0% 404.0 72.0 290.9 Second Priority Notes Jun-18 12.0% 150.0 21.0 31.5 Total Secured Debt $ 994.0 $ 762.4 Convertible Unsecured Notes Jul-16 5.5% $ 135.0 6.0 8.1 Convertible Unsecured Bonds Nov-17 (Oct-15) 6.5% 17.5 8.3 1.4 Convertible Unsecured Bonds Jan-16 7.5% 82.9 NA NA Total Debt $ 1,229.4 NA Series C Preferred 4.5% $ 37.0 NA NA Series B Preferred 4.5% 3.9 NA NA Common: $0.30 per share as of 09/30/14 15.1 15.1 Total Capitalization $ 1,285.4 |
 Confidential Subject to FRE 408 Project North Blackstone Weil 14 (2) Corporate Structure ________________________________________________ $40.9mm Series B & C Preferred Equity U.S.-Based Debt $404.0mm March 2018 12% Notes $150.0mm June 2018 12% Notes $135.0mm 5.5% 2016 Converts $82.9mm 7.5% 2016 Convertible Notes Endeavour Energy U.K. Limited (English/Welsh Corp.) Endeavour International Corporation (NV) Endeavour North Sea Limited (English/Welsh Corp.) Endeavour Energy Luxembourg S.à r.l. (Lux. Corp.) $440.0mm EEUK Term Loan Europe-Based Debt Endeavour Energy North Sea, L.P. (DE) Intercompany Note ($500.0mm) (2) Intercompany Note ($82.9mm) Endeavour Operating Corporation (DE) (65% Pledge of Capital Stock) Secured Issuer/Borrower Unsecured Issuer/Borrower Unsecured Guarantor Lien Claim Type Equity Secured Guarantor Endeavour International Holding B.V. (Netherlands) Intercompany Note ($440.0mm) Endeavour Colorado Corp. (DE) $17.5mm 6.5% 2017 Converts End Finco LLC (DE) Endeavour Energy New Ventures Inc. (DE) END Management Company (DE) Endeavour Energy North Sea LLC (DE) Endeavour Energy Netherlands B.V. (Netherlands) 99.9% LP 0.1% GP (1) This chart is for illustrative purposes only. Nothing in the chart is intended to or shall be construed as an admission as to the validity of any claim against Endeavour or a waiver of any of Endeavour’s or any party’s rights to dispute the amount of, basis for, or validity of, any claim against Endeavour. The guarantee from EOC on account of the EEUK Term Loan excludes the 65% Pledge of Capital Stock of EIHBV, the $500.0mm intercompany note, and the cash, cash equivalents, and bank accounts of EOC. The $500.0mm Intercompany Note is subject to payment subordination in favor of the EEUK Term Loan. Note: Dollar amounts represents face value as of 9/30/14 and excludes any accrued interest or OID. (1) |
 Confidential Subject to FRE 408 Project North Blackstone Weil 15 Structure $440mm term loan to EIHBV Refinances $365mm existing UK debt Tenor Matures January 1, 2017 Pricing L+1,000; 1.0% floor (11.0%) 2% OID ($8.8mm) Guarantors / Collateral US & UK Does not include US cash Amortization None Pre-Payment During year 1 MWC equal to interest due after 1 anniversary until maturity plus 1% After year 1 101% Covenants / Other 2.75x leverage 1.0x 2P asset coverage ($16 / boe) (e.g. 38.1mboe x $16 = $610mm) Transfer of $55mm and $19mm cash to US in years 1 and 2 permitted, restrictions on use of cash in US Min cash in UK of $10mm to transfer cash to the US $440mm UK Term Loan Refinancing Summary st |