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):
March 19, 2019
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
|
Delaware
(State or Other Jurisdiction of Incorporation)
|
0-15905
(Commission File Number)
|
73-1268729
(IRS Employer Identification
No.)
|
801 Travis Street, Suite 2100
Houston, Texas 77002
(Address of principal executive office and zip code)
(713) 568-4725
(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):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 ☐
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. ☐
Item
1.01.
Entry
into a Material Definitive Agreement.
As
previously disclosed, on July 20, 2018, Blue Dolphin Energy Company
(“Blue Dolphin”), its wholly-owned subsidiaries Lazarus
Energy, LLC (“LE”) and Nixon Products Storage, LLC, and
their affiliates Lazarus Energy Holdings, LLC, Jonathan Carroll and
Carroll & Company Financial Holdings, L.P. (collectively, the
“Lazarus Parties”) entered into a Settlement Agreement
with GEL Tex Marketing, LLC (“GEL”), an affiliate of
Genesis Energy, LP, (as amended to date, the “Settlement
Agreement”) related to the previously disclosed arbitration
proceedings involving Blue Dolphin, LE and GEL.
Under
the Settlement Agreement, GEL and the Lazarus Parties agreed to
mutually release all claims against each other and to file a
stipulation of dismissal with prejudice in connection with the
arbitration proceedings, subject to the terms and conditions set
forth in the Settlement Agreement (the “Settlement”),
including payment by the Lazarus Parties to GEL of $10,000,000 in
cash (the “Settlement Payment”). As amended, the
Settlement Agreement will terminate, unless extended in writing by
GEL, on May 1, 2019 if the Settlement Payment is not made on or
before such date (the “Settlement Payment Deadline”)
and may be terminated by GEL following the occurrence of an event
of default under the Settlement Agreement. The Settlement Agreement
also requires the Lazarus Parties to work in good faith and take
reasonable actions to obtain a commercial loan in an aggregate
principal amount equal to the Settlement Payment (the
“Settlement Financing”) and provides that an event of
default will occur if the Lazarus Parties fail to achieve certain
milestones related to the Settlement Financing.
On
March 19, 2019, the Lazarus Parties and GEL entered into a Fourth
Amendment to the Settlement Agreement (the “Fourth
Amendment”). The Fourth Amendment (i) further extended the
Settlement Payment Deadline from May 1, 2019 to July 31, 2019
(unless extended in writing by GEL) and (ii) further extended the
dates for achievement of certain milestones related to the
Settlement Financing.
Blue
Dolphin can provide no assurance that the conditions to the
consummation of the Settlement will be met. If any of the
conditions are not met or the Settlement Agreement is terminated,
GEL may seek to enforce the final award in the arbitration
proceedings against the Lazarus Parties, in which case, Blue
Dolphin and its affiliates would likely be required to seek
protection under bankruptcy laws.
The
foregoing description of the terms of the Fourth Amendment does not
purport to be complete and is qualified in its entirety by
reference to the Fourth Amendment, which has been filed as Exhibit
10.1 to this Current Report on Form 8-K.
Item
9.01.
Financial
Statements and Exhibits.
(d) Exhibits
Fourth Amendment to
the Settlement Agreement, dated as of March 19, 2019, by and among
Lazarus Energy, LLC, Blue Dolphin Energy Company, Lazarus Energy
Holdings, LLC, Nixon Product Storage, LLC, Carroll & Company
Financial Holdings, L.P., Jonathan Carroll and GEL Tex Marketing,
LLC.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
|
|
Blue Dolphin Energy Company
|
|
|
|
|
|
|
|
Date:
March 21, 2019
|
By:
|
/s/ JONATHAN
P. CARROLL
|
|
|
|
|
Jonathan P. Carroll
|
|
|
|
|
Chief Executive Officer, President,
Assistant Treasurer and Secretary
(Principal Executive Officer)
|
|
FOURTH AMENDMENT TO THE SETTLEMENT AGREEMENT
This
Fourth Amendment to the Settlement Agreement (this
“Fourth
Amendment”), dated as of March 19, 2019, is by and
between Lazarus Energy, LLC, a Delaware limited liability company
(“Lazarus”); Blue Dolphin
Energy Company, a Delaware corporation (“BDEC”); Lazarus Energy
Holdings, LLC, a Delaware limited liability company
(“LEH”); Nixon Product
Storage, LLC, a Delaware limited liability company
(“Nixon”); Carroll &
Company Financial Holdings, L.P. (“C&C”); Jonathan
Carroll (“Carroll” and, together
with Lazarus, BDEC, LEH, Nixon, and C&C the “Lazarus Parties”); and
GEL Tex Marketing, LLC, a Delaware limited liability company
(“GEL
Tex”) (each, a “Party” and, collectively,
the “Parties”).
RECITALS
WHEREAS, on July
20, 2018, the Parties executed the Settlement Agreement1 in order to provide for a settlement
between the Lazarus Parties and GEL Tex regarding the Final Award
that resolves the Arbitration and the District Court Action
contingent upon the Lazarus Parties obtaining the Settlement
Financing to fund a settlement in accordance with the terms of the
Settlement Agreement;
WHEREAS, paragraph
15(d) of the Settlement Agreement requires the Lazarus Parties to
achieve certain milestones in connection with obtaining the
Settlement Financing;
WHEREAS, paragraph
17(a) of the Settlement Agreement provides that the Settlement
Agreement shall terminate automatically on December 31, 2018 unless
otherwise extended in writing by GEL Tex;
WHEREAS, on October
17, 2018, the Parties executed the First Amendment to the
Settlement Agreement (the “First Amendment”) to
amend the Settlement Agreement;
WHEREAS, on
November 15, 2018, the Parties executed the Second Amendment to the
Settlement Agreement (the “Second Amendment”) to
further amend the Settlement Agreement;
WHEREAS, on
December 19, 2018, the Parties executed the Third Amendment to the
Settlement Agreement (the “Third Amendment”) to
further amend the Settlement Agreement;
WHEREAS, in order
to facilitate the Lazarus Parties’ ongoing negotiations to
obtain the Settlement Financing, GEL Tex and the Lazarus Parties
hereby agree to further amend the Settlement
Agreement;
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenant and agreements set forth in the Settlement Agreement and
this Fourth Amendment, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound, agree as
follows:
AGREEMENT
1. Paragraph 15(d)(i)
of the Settlement Agreement shall be further amended and replaced
in its entirety and shall now state:
Provide
GEL Tex with a copy of the United States Department of
Agriculture’s or a bona fide third-party lender’s
Commitment of the Settlement Financing by no later than June 13,
2019, unless otherwise extended in writing by GEL Tex;
2. Paragraph 15(d)(ii)
of the Settlement Agreement shall be amended and replaced in its
entirety and shall now state:
Provide
GEL Tex with copies of the fully executed loan documents for the
Settlement Financing by no later than July 15, 2019, unless
otherwise extended in writing by GEL Tex;
3. Paragraph 17(a) of
the Settlement Agreement shall be amended and replaced in its
entirety and shall now state:
July
31, 2019, unless otherwise extended in writing by GEL Tex, if the
Settlement Payment Date has not occurred on or before such date;
or
4. Notwithstanding
anything in this Fourth Amendment, during the Interim Period, the
Lazarus Parties shall continue to pay GEL Tex the Interim Payments
on the last business day of each calendar month.
5. GEL Tex and the
Lazarus Parties agree that this Fourth Amendment may be executed in
separate parts delivered by electronic means that, taken together,
will be deemed to be one instrument. GEL Tex and each Lazarus Party
represent and warrant that this Fourth Amendment has been approved
and authorized by all necessary action and the execution hereof
does not violate any agreement to which it is a party.
6. Except as set forth
in this Fourth Amendment, the Settlement Agreement, the First
Amendment, the Second Amendment, and the Third Amendment are
unaffected and shall continue in full force and effect in
accordance with their terms. If there is a conflict between this
Fourth Amendment, the Third Amendment, the Second Amendment, the
First Amendment, and the Settlement Agreement, the terms of this
Fourth Amendment will prevail.
[Signature Pages Follow]
IN
WITNESS WHEREOF, the undersigned have caused this Fourth Amendment
to the Settlement Agreement to be duly executed and delivered as of
the date first set forth above.
GEL TEX
MARKETING, LLC
|
By:
|
/s/
ROBERT V. DEERE
|
|
Name:
|
Robert
V. Deere
|
|
Title:
|
Chief
Financial Officer
|
LAZARUS
ENERGY, LLC
|
By:
|
/s/
JONATHAN CARROLL
|
|
Name:
|
Jonathan
Carroll
|
|
Title:
|
President
|
BLUE
DOLPHIN ENERGY COMPANY
|
By:
|
/s/
JONATHAN CARROLL
|
|
Name:
|
Jonathan
Carroll
|
|
Title:
|
President
|
LAZARUS
ENERGY HOLDINGS, LLC
|
By:
|
/s/
JONATHAN CARROLL
|
|
Name:
|
Jonathan
Carroll
|
|
Title:
|
President
|
NIXON
PRODUCT STORAGE, LLC
|
By:
|
/s/
JONATHAN CARROLL
|
|
Name:
|
Jonathan
Carroll
|
|
Title:
|
President
|
CARROLL
& COMPANY FINANCIAL HOLDINGS, L.P.
|
By:
|
/s/
JONATHAN CARROLL
|
|
Name:
|
Jonathan
Carroll
|
|
Title:
|
President
|
|
By:
|
/s/
JONATHAN CARROLL
|
|
|
Jonathan
Carroll
|