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 6 , 2017
HYPERDYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
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001-32490 |
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87-0400335 |
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(Commission File Number) |
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(IRS Employer Identification
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12012 Wickchester Lane, Suite 475
Houston, Texas 77079
(Address of principal executive offices,
including Zip Code)
(713) 353-9400
(Registrant’s telephone number,
including area code)
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 ( 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
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “future,” “believes,” “estimates,” “predicts,” “pro-forma,” “potential,” “attempt,” “develop,” “continue” or the negative of these terms or other comparable terminology.
These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. These factors include, without limitation, our ability to raise additional funding as required to execute our exploration and development program, our dependence on a single exploration asset, our lack of proved reserves, our lack of operating revenue, dependence on joint development partners, the high operating risks of developing oil and gas resources, weather conditions and natural disasters, political conditions in the regions in which we operate or propose to operate, fluctuations in prices of oil and natural gas, the threats of terrorism, and general economic conditions.
You should read this Report and the documents that we reference in this Report and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. The forward-looking statements in this Report represent our views as of the date of this Report.
We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report. Investors should carefully review the risk factors disclosures and other information, including our financial statements and the notes thereto, set forth in the reports and other documents we file with the SEC and available at www.sec.gov.
Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2017, Hyperdynamics Corporation’s (the “Company”) wholly owned subsidiary, SCS Corporation Ltd. (“SCS”), entered into a Termination, Settlement and Release Agreement (“Settlement and Release”) with South Atlantic Petroleum Limited (“SAPETRO”) with respect to the remaining outstanding liabilities under the ir Joint Operating Agreement (the “JOA”) and the Production Sharing Contract with the Republic of Guinea (the “PSC”), following SAPETRO’s withdrawal from the JOA. Under the terms of the Settlement and Release, SCS released all claims against SAPETRO under the JOA and the PSC in return for a cash payment of $4,923,931.54, which represents SAPETRO’s unpaid 50% share of estimated remaining expenses relating to the PSC and the JOA through SAPETRO’s withdrawal. SCS and SAPETRO agreed to continue to take all steps to implement SAPETRO’s withdrawal as soon as reasonably practicable and to execute and deliver all necessary instruments and documents to assign SAPETRO’s 50% participating interest in the PSC to SCS in accordance with the JOA.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 above is incorporated herein by reference. Upon SCS’s receipt of the payment referred to in Item 1.01 above, the JOA terminated.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description |
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10.1 |
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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: October 13, 2017 |
By: |
/s/ Ray Leonard |
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Name: |
Ray Leonard |
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Title: |
Chief Executive Officer |
TERMINATION, SETTLEMENT AND RELEASE AGREEMENT
This Termination, Settlement and Release Agreement (the “ Agreement ”) is made as of the 6 th day of October, 2017 (the “ Effective Date “), regardless of when it is executed, by and among SCS Corporation Ltd. (“ SCS ”), and South Atlantic Petroleum Ltd. (“ SAPETRO “). SCS and SAPETRO are sometimes collectively referred to herein as the “ Parties, “ or individually as a “ Party ”.
WHEREAS SCS and SAPETRO, each hold 50% of the participating interests; that certain Hydrocarbons Production Sharing Contract between the Republic of Guinea and SCS dated September 22, 2006; as amended by that certain (a) Amendment No. 1 to the Hydrocarbons Production Sharing Contract between the Republic of Guinea and SCS dated March 25, 2010, (b) that certain Second Amendment to the Hydrocarbons Production Sharing Contract between the Republic of Guinea and SCS dated September 15, 2016 and (c) that certain Third Amendment to the Hydrocarbons Production Sharing Contract between the Republic of Guinea, SAPETRO and SCS dated April 12, 2017 (as amended, the “ PSC ”).
WHEREAS on 2 nd June 2017, SCS and SAPETRO entered into a Joint Operating Agreement in respect of the PSC (“ JOA ”).
WHEREAS, on 20 September 2017, SAPETRO gave notice to SCS of its withdrawal from the JOA pursuant to the terms of the JOA (“ Withdrawal ”).
WHEREAS, SAPETRO and SCS have agreed the final settlement in respect of the JOA and wish to agree the effective date of the Withdrawal, as between the SAPETRO and SCS and terminate the JOA on the terms of this Agreement.
NOW, THEREFORE, in consideration of the promises, mutual releases and agreements, covenants, and provisions contained in this Agreement, the receipt, sufficiency, and adequacy of which are expressly acknowledged by the Parties’ signatures affixed below, this Agreement is hereby agreed by and between the Parties.
Unless otherwise defined, capitalized terms used in this Agreement have the meaning given to them in the JOA.
In consideration of the mutual promises and mutual releases in this Agreement, the Parties agree as follows:
ARTICLE I
SETTLEMENT
1.1 Pursuant to Article 13.4 of the JOA, SAPETRO, following the Withdrawal, remains liable for an amount of (i) USD$ 4,786,431.54 representing SAPETRO’s share of obligation for the Joint Operations under the JOA and PSC and (ii) USD$ 137,500 representing SAPETRO’s share of training budget agreed with the Government of Guinea (collectively referred to as “ Final Settlement Sum ”).
1.2 SCS represents and warrants to SAPETRO that training budget is the only outstanding obligation to the Government of Guinea under the PSC and, upon payment of SAPETRO’s share, SCS has agreed to administer the training budget on behalf of SAPETRO and SCS in fulfillment of the PSC requirements.
1.3 Within seven (7) Business Days of the date of this Agreement SAPETRO shall pay to SCS an amount equal to the Final Settlement Sum of USD $4,923,931.54, into the following account:
ARTICLE II
TERMINATION
On payment of the Final Settlement Sum, the JOA shall terminate in accordance with Article 2.1(c) of the JOA.
ARTICLE III
RELEASES
3.1 Notwithstanding any provision in the JOA and PSC, SCS on behalf of itself and its parents, subsidiaries, directors, representatives, successors, assigns, agents, or employees, hereby (i) acknowledges that SAPETRO has no further liability under the JOA and the PSC; and (ii)fully, finally, completely and absolutely RELEASES, ACQUITS AND FOREVER DISCHARGES SAPETRO (including each of its Affiliates and subsidiaries) and any and all related entities (collectively, the “ Entities “), their parents, subsidiaries, directors, representatives, successors, assigns, agents, or employees (any directors, officers and employees of a Party being a “ Related Party ”) of and from any and all past, present or future claims, demands, obligations, remedies, actions, causes of actions, choses in action, rights, debts, liabilities, counter-claims, set-offs, contracts, damages, punitive damages, costs, expenses, losses, attorneys’ fees, costs of court, costs of arbitration, or compensation of any kind or nature whatsoever, whether known or unknown, direct or indirect, fixed or contingent, in law, by statute, by regulation, by court order, by arbitral tribunal order or in equity whether based in tort, contract, equity, or any other theory of recovery, that SAPETRO and its parents, subsidiaries, directors, representatives, successors, assigns, agents, or employees, and all those at interest therewith, ever had, now has, or hereafter can, shall, or may have, that arise from or relate to the JOA, the PSC, and/or any other agreements or understandings between/or among the Parties. SCS hereby releases all claims including, but not limited to, causes of action for injunctive relief, specific performance, breach of contract, breach of the duty of good faith and fair dealing, declaratory relief, actual damages, punitive damages and any associated costs, attorneys’ fees, or interest (“ Released Claims ”).
3.3 For the avoidance of doubt, the Parties shall continue to take all steps to implement the Withdrawal as soon as reasonably practicable and shall execute and deliver all necessary instruments and documents to assign SAPETRO’s fifty per cent (50%) Participating Interest to SCS in accordance with the JOA.
ARTICLE IV
INDEMNITIES
4.1 SCS hereby indemnifies, and shall keep indemnified, SAPETRO against all costs and damages (including its entire legal expenses) incurred in all future actions, claims and proceedings in respect of:
a. any of the Released Claims which SCS or any of its Entities or Related Parties may bring against SAPETRO or SAPETRO’s Entities or Related Parties.
b. any and all actions, claims, rights or causes of actions, demands, counterclaims and set-offs which SCS or any of its Entities or Related Parties has or may have or hereafter can, shall or may have against SAPETRO or SAPETRO’s Entities or Related Parties arising under or out of or in connection with or in relation to the JOA, PSC or the performance thereof and however arising, in any jurisdiction, whether at law or in equity or of whatsoever nature and whether past, present or future and whether or not presently known or unknown to the parties of the law; and
ARTICLE V
MISCELLANEOUS PROVISIONS
Notwithstanding the termination of the JOA, Articles 17 to 19 of the JOA shall apply to this Agreement, mutatis mutandis.
[SIGNATURE PAGES FOLLOW]