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): May 25, 2017 (May 21,2017)
Hyperdynamics Corporation
(Exact name of registrant as specified in its charter)
(Address of principal executive offices,
including zip code)
(Registrants telephone number,
including area code)
Delaware |
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001-32490 |
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87-0400335 |
(State or other jurisdiction
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(Commission
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(IRS Employer
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12012 Wickchester Lane, Suite 475
Houston, Texas 77079
(Address of principal executive offices, including zip code)
voice: (713) 353-9400
fax: (713) 353-9421
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement
On May 21, 2017, SCS Corporation (Hyperdynamics, the Company, we or us), a wholly owned subsidiary of Hyperdynamics Corporation Ltd. (SCS), came to an agreement with Pacific Scirocco Limited, a subsidiary of Pacific Drilling Operations Limited, to bring into force an amendment (herein Drilling Contract Amendment) to the drilling Contract concluded November 29, 2016. The Drilling Contract Amendment ratifies replacement of the drillship Pacific Bora for Pacific Scirocco.
Also the Drilling Contract Amendment clarifies the applicability of different rates for various stages of operations. The Drilling Contract Amendment states that for the period between the rig entering Guinea waters and July 17 th , 2017 at the latest, the Special Mobilization and Standby Rate of $100 thousand per day shall apply. During this period, SCS, acting an Operator, plans to install certain drilling-related equipment on the rig and stock up materials and supplies. Upon 28 days advance notification by SCS, in case the rig is positioned 1 nautical mile from the initial drilling location and is ready to drill, the full rate of $ 225 thousand per day shall apply.
In consideration for the Drilling Contract Amendment and taking into the account certain costs Pacific Drilling Operations Limited has previously incurred while waiting for SCS to agree terms of the Farmout Agreement with South Atlantic Petroleum Limited and the Third Amendment to the Production Sharing Contract between SCS and the Government of the Republic of Guinea, Hyperdynamics Corporation has agreed to issue to Pacific Scirocco Limited, a number of shares of its common stock equal to $1,000,000 at a 10 day average market price preceding the date of the agreement.
Parties agreed to sign the share issuance agreement in the nearest future.
The foregoing disclosure concerning the Amendment No. 1 to the Offshore Drilling Contract No. PSO2 is qualified in its entirety by reference to the Drilling Contract Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On April 24, 2017, Hyperdynamics Corporation issued a press release titled, Hyperdynamics commences drilling operations Guinea on the back of the amended Contract with Pacific Drilling. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information disclosed in Item 7.01, and Exhibit 99.1 attached hereto, this Current Report on Form 8-K shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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Description |
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Exhibit 10.1 |
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Amendment No 1 to Offshore Drilling Contract No PSO 2, April 15, 2017 |
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Exhibit 10.2 |
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Assignment and Assumption of Contract, April 15, 2017 |
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Exhibit 99.1 |
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Press release dated April 25, 2017 titled , Hyperdynamics Receives Presidential Decree Implementing the Third Amendment to the Production Sharing Contract The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K |
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.
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HYPERDYNAMICS CORPORATION |
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Date: |
May 26, 2017 |
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By: |
/s/ Sergey Alekseev |
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Name: |
Sergey Alekseev |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number |
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Description |
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Exhibit 10.1 |
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Amendment No 1 to Offshore Drilling Contract No PSO 2, April 15, 2017 |
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Exhibit 10.2 |
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Assignment and Assumption of Contract, April 15, 2017 |
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Exhibit 99.1 |
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Press release dated April 25, 2017 titled , Hyperdynamics Receives Presidential Decree Implementing the Third Amendment to the Production Sharing Contract The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K |
Exhibit 10.1
AMENDMENT NO. 1
TO OFFSHORE DRILLING CONTRACT NO. PSO 2
This AMENDMENT NO. 1 (Amendment) is made effective the 15 th day of April 2017 by and between SCS Corporation Limited, a wholly owned subsidiary of Hyperdynamics Corporation , a Delaware corporation, (Company) and Pacific Scirocco Limited , a Liberian corporation (Contractor).
RECITALS
A. Company and Contractors predecessor in interest, Pacific Drilling Operations Limited (PDOL), have previously entered into that certain Offshore Drilling Contract No. PBA 3 and renamed No. PSO 2, dated 28 November 2016, (the Contract), and Contractor, as successor in interest, has assumed the Contractors rights and obligations in the Contract pursuant to that certain Assignment and Assumption of Contract, date 15 April 2017.
B. Contractor pursuant to Clause 7.2(A) of the Contract is substituting the Drilling Unit Pacific Scirocco for the Drilling Unit Pacific Bora.
C. Company and Contractor desire to amend certain provisions of the Contract as set out in this Amendment.
AGREEMENT
In consideration of the mutual promises set out in the Contract and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Contractor, sometimes individually referred to as Party and collectively as Parties, agree to be bound by the terms of this Amendment as follows:
1. The Title page of the Contract shall be amended to read: Utilizing the Pacific Scirocco , and all mentions of the Pacific Bora in the Contract and any of its Exhibits and attachments, shall be substituted with Pacific Scirocco.
2. Due to the late notice by Company to Contractor for mobilization of the drilling unit, Contractor shall endeavor to use its best efforts to mobilize the rig to be in shelf waters of the Republic of Guinea, including its territorial waters, no later than 18:00 hours, 21 May 2017.
3. Article 9.1(J) Special Mobilization and Standby Rate is added to the Contract as follows:
Special Mobilization and Standby Rate (SMSR) . Commencing at the moment when the rig enters Guinea territorial waters, the Special Mobilization and Standby Rate of USD 100,000 per day goes into effect, and shall remain in effect until the commencement of Services. The Special Standby Rate shall cover the following costs:
· All costs associated with moving the Drilling Unit to anchorage offshore Guinea;
· All costs for the Drilling Unit while the Company is mobilizing its tubulars, third party materials and equipment to the Drilling Unit, rigging up, and preparing the Drilling Unit to begin well drill activities;
· All costs associated with moving the Drilling Unit to the initial well drilling location;
· All costs to obtain Contractors onshore and offshore personnel visas and work permits, health certificates and other related documents enabling Contractors personnel to perform its duties.
Operating Rate shall start once the Company and the Contractor agree the Drilling Unit is positioned one nautical mile from the initial drilling location and is fully prepared to commence well drilling activities (defined for this purpose as ready to start picking up 36 conductor to start jetting in).
4. EXHIBIT A SCOPE OF WORK is amended as follows:
Earliest Date Drilling Unit may be available, as per Section, Commencement Date definition:
From March 31 st , 2017 until July 17 th , 2017
5. Article 11.1(A) is amended as follows:
To initiate payment of the Special Mobilization and Standby Rate, Contractor shall invoice Company on May 22, 2017, with the invoice payable within 10 days for the amount of 1.4 million USD (the Initial Payment Invoice). Thereafter, Contractor shall invoice 10 days in advance for the subsequent fourteen (14) days of SMSR in the amount of 1.4 million USD.
In case the Company duly, not later than 28 days in advance (Notice Date), notifies the Contractor of the planned drilling operations commencement date, then the Contractor on the 18 th day after the Notice Date has the right to invoice Company for the amount of 6.3 million USD for the first 28 days of Operating Rate. Thereafter Contractor shall send invoices 10 days in advance to cover the next fourteen (14) days of operations in the amount of USD 3.15 million to Company at the Company address set forth in Exhibit D Compensation . The invoices of USD 3.15 million sent to the Company shall be reconciled at the end of the period with a detailed calculation containing Company approved timesheets, equipment sheets and shipping manifests where applicable, and shall be submitted in accordance with the provisions set forth in this Section 11.1 in support of the work performed during the previous period. Upon completion of each well, Contractor and Company shall reconcile the final timesheets, refillable items and advanced payments to settle the amounts owed to the respective Parties and payment should be made within ten (10) days from date of completion of drilling operations on the well.
6. New Article 16.2 (D) Indemnity in the event Contractor is held responsible for Companys PSC obligations.
In the event that Contractor mobilizes the Drilling Unit and enters Guinean territorial waters, while Company fails to fulfill certain PSC related obligations upon which the Contractor is prevented by the Guinean authorities from leaving Guinean territorial waters and/or obliged by the Government of Guinea to make payments due under the PSC which otherwise were the obligation of the Company, the Company shall release, defend, and indemnify Contractor for any
such claims by the Guinean government, and shall reimburse Contractor for any sums paid to the Guinean government by Contractor that were the responsibility of Company.
7. The provisions set forth in Article 22 of the Contract (Governing Law and Resolution of Dispute), shall apply to this Amendment No. 1. This Amendment No. 1 supersedes the Contract only as provided herein. All other terms and conditions of the Contract remain unchanged.
8. This Amendment may be executed in any number of counterparts, each of which will be deemed an original of this Amendment and which together will constitute one and the same instrument; provided that neither Party will be bound to this Amendment unless and until both Parties have executed a counterpart.
***End of Amendment No. 1 Signatures on Next Page***
The Parties have executed this Amendment No. 1, as evidenced by the following signatures of authorized representatives of the Parties:
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SCS CORPORATION LIMITED |
PACIFIC SCIROCCO LIMITED |
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Exhibit 10.2
ASSIGNMENT AND ASSUMPTION OF CONTRACT
KNOW ALL MEN BY THESE PRESENTS: That Pacific Drilling Operations Limited, a company organized and existing under the laws of the British Virgin Islands, with offices at 11700 Katy Freeway, Suite 175, Houston, Texas 77079 (hereinafter referred to as Assignor), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby transfer, convey, and assign unto Pacific Scirocco Limited, a company incorporated under the laws of Liberia, Africa, with registered office at 80 Broad Street, Monrovia, Liberia (hereinafter referred to as Assignee), all of its right, title, interest, duties and obligations in and to that certain Offshore Drilling Contract No. PBA 3, [renumbered to PSO 2] (the Contract) dared 28 November 2016 by und between SCS Corporation Limited, a wholly owned subsidiary of Hyperdynamics Corporation, a Delaware corporation, with offices at 12012 Wickchester Lane, Houston, Texas 77079 and Assignor, and each amendment to, modification of, or supplement to, the Contract, and Assignee hereby accepts and assumes the transfer, conveyance, and assignment of all of Assignors right, title, interest, duties and obligations in the Contract.
IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be executed and delivered by their respective duly authorized corporate officer on this, 15 th day of April 2017.
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AGREED AND ACKNOWLEDGED BY: |
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SCS CORPORATION LIMITED |
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A WHOLLY OWNED SUBSIDIARY OF |
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HYPERDYNAMICS CORPORATION |
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Exhibit 99.1
Hyperdynamics commences drilling operations in Guinea
on the back of amended contract with Pacific Drilling
HOUSTON, May 24, 2017 Hyperdynamics Corporation (OTCQX: HDYN) today announced that on May 21, 2017 the Pacific Scirocco drillship entered Guinea shelf waters and is commencing drilling operations as provided by the Third Amendment to the Production Sharing Contract (PSC), signed by the Republic of Guinea Government on April 12, 2017 and approved by President Alpha Conde on April 21, 2017.
Last week, SCS Corporation, the wholly owned subsidiary of Hyperdynamics Corporation, and Pacific Drilling made effective an amendment to the drilling contract with a subsidiary of Pacific Drilling for the use of the Pacific Scirocco for mobilization for petroleum operations. The Amendment stipulates the rates and timing related to installing on the rig some drilling-related equipment, stocking up materials and supplies for the subsequent spudding of the Fatala 1 well.
We are very pleased that the rig has arrived in Guinea and has commenced drilling operations as provided by the Third Amendment to the PSC and look forward to drilling the Fatala prospect as soon as the rig gets on board additional equipment and supplies. We highly value our business relationship with both SAPETRO and Pacific Drilling, said Hyperdynamics President and Chief Executive Officer Ray Leonard.
About Hyperdynamics
Hyperdynamics is an emerging independent oil and gas exploration company that is exploring for oil and gas offshore the Republic of Guinea in West Africa. To find out more, visit our website at www.hyperdynamics.com.
Forward Looking Statements
This News Release contains forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as may, will, expect, plan, project, anticipate, estimate, believe, or think. Forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. We assume no duty to update or revise our forward-looking statements based on changes in plans or expectations or otherwise.
Contact:
Ray Leonard, President and
Chief Executive Officer
(713) 353-9445
Anne Pearson/Jack Lascar
Dennard-Lascar Associates
(713) 529-6600