Current Report Filing (8-k)
April 27 2018 - 5:35PM
Edgar (US Regulatory)
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):
April 27, 2018
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
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Entry into a Material Definitive Agreement.
|
As previously disclosed,
on September 26, 2017, Blue Dolphin Energy Company (“Blue Dolphin”), its wholly owned subsidiary Lazarus Energy, LLC
(“LE”) and their affiliates Lazarus Energy Holdings, LLC and Jonathan Carroll (collectively, the “Lazarus Parties”)
entered into a Letter Agreement with GEL Tex Marketing, LLC (“GEL”), effective September 18, 2017 (the “Letter
Agreement”). Among other matters, the Letter Agreement confirmed the parties’ agreement to the continuation of the
hearing on confirmation of the final award in the arbitration proceedings between LE and GEL for a period of time (the “Continuance
Period”), subject to the terms of the Letter Agreement, in order to facilitate settlement discussions between the parties.
On April 27, 2018, the
Lazarus Parties and GEL entered into a seventh amendment to the Letter Agreement (the “Amendment”), which extended
the Continuance Period through May 31, 2018, in order to facilitate ongoing discussions. An additional $500,000.00 was paid to
GEL on April 26, 2018, which amount has been applied to reduce the balance of the final award.
Under the Amendment, the
Lazarus Parties, including Blue Dolphin, remain prohibited from making any pre-payments on indebtedness through the end of the
extended Continuance Period other than in the ordinary course of business as described in the Letter Agreement. Additionally, the
Lazarus Parties will continue to suspend, during the Continuance Period, payments to Jonathan Carroll pursuant to certain previously
disclosed guaranty fee agreements between Mr. Carroll and certain subsidiaries of Blue Dolphin. As previously disclosed, the terms
of the guaranty fee agreements were amended in April 2017 to reflect payments 50% in cash and 50% in Blue Dolphin common stock,
and subsequently, Mr. Carroll agreed to accept the initial payment under the amended and restated guaranty fee agreements, which
occurred in May 2017, 100% in Blue Dolphin common stock. Jonathan Carroll has received no cash payments since August 2016 and no
common stock payments since May 2017 under the amended and restated guaranty fee agreements.
Blue Dolphin continues
to be unable to provide any assurance as to whether negotiations with GEL will result in a settlement or as to the potential terms
of any such settlement.
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.
Date: April
27, 2018
Blue Dolphin Energy Company
/s/ JONATHAN P. CARROLL
Jonathan P. Carroll
Chief Executive Officer, President,
Assistant Treasurer and Secretary
(Principal Executive Officer)
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