ZAZA ZaZa Energy Corporation (CE)

 

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): August 21, 2014

 

 

ZaZa Energy Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

(713) 595-1900

(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:

 

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))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On August 21, 2014, ZaZa Energy Corporation (“ZaZa”) and an affiliate of Quantum Energy Partners (“Quantum”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), which includes an East Texas Development Agreement comprising Walker, Grimes, Madison, Trinity, and Houston counties (collectively, the “Quantum Agreements”).  Pursuant to the terms of the Quantum Agreements:

 

·                  ZaZa will assign to Quantum an approximately 4 percent working interest (6,000 of ZaZa’s net acres) in undeveloped leases within ZaZa’s East Texas JV.  ZaZa is retaining its interest in all existing wells in the East Texas JV and is reserving the right to participate with respect to Quantum’s working interest in the next 15 East Texas JV wells that are spudded, drilled and completed after the closing of the Quantum transaction, as long as those wells are spudded, drilled and completed on or before the second anniversary of the closing of the transaction (the “Reserved Wells”).

 

·                  ZaZa will receive approximately $17 million of total consideration, consisting of both cash and ZaZa’s right to receive Quantum’s interest in the Reserved Wells.

 

·                  Pursuant to the Development Agreement to be entered into at the closing of the Quantum transaction, ZaZa and Quantum will establish an area of mutual interest for future acreage acquisitions in Walker, Grimes, Madison, Trinity, and Houston counties.

 

·                  ZaZa will receive ongoing G&A and cost reimbursements from Quantum for providing services related to their jointly owned assets in Walker, Grimes, Madison, Trinity, and Houston counties.

 

·                  Two years after the closing of the Quantum transaction, Quantum has the right to cause ZaZa to purchase Quantum’s interest in the jointly owned assets on an all or nothing basis for a cash price based on Quantum’s out-of-pocket cost of acquiring and renewing leases under the Quantum Agreements.

 

The closing of the Quantum transaction is subject to receiving the approval of ZaZa’s existing East Texas JV partner and other customary closing conditions.  There can be no assurance that all of the closing conditions will be satisfied.

 

Item 7.01 Regulation FD Disclosure

 

On August 27, 2014, the Company issued a press release announcing its entry into the Purchase and Sale Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Section 7.01 shall not be deemed “filed” for the purposes 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 No.		Description
99.1*		Press Release dated August 27, 2014.

 

*          Furnished herewith

 

1

 

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.

 

Dated: August 27, 2014

 

ZaZa Energy Corporation

 

 

By:	/s/ Todd A. Brooks
	Todd A. Brooks
	President and Chief Executive Officer

 

2

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1*		Press Release dated August 27, 2014.

 

*          Furnished herewith

 

Exhibit 99.1

 

 

NEWS RELEASE

 

ZAZA ENERGY ANNOUNCES EAST TEXAS JV AGREEMENTS WITH LARGE PRIVATE EQUITY FIRM

 

HOUSTON, TX (August 27, 2014) ZaZa Energy Corporation (“ZaZa” or the “Company”) (NASDAQ:ZAZA) today announced that ZaZa Energy Corporation (“ZaZa”) and an affiliate of Quantum Energy Partners (“Quantum”) entered into a Purchase and Sale Agreement, which includes an East Texas Development Agreement comprising Walker, Grimes, Madison, Trinity, and Houston counties (collectively, the “Quantum Agreements”).  Pursuant to the terms of the Quantum Agreements:

 

·                  ZaZa will receive ~$17 million of total consideration, consisting of both cash and ZaZa’s right to receive Quantum’s interest in the next 15 East Texas JV wells between the closing of the Quantum transaction and its second anniversary (the “Reserved Wells”).

 

·                  ZaZa will assign to Quantum 6,000 net acres in undeveloped leases within ZaZa’s East Texas JV.  ZaZa retains its interest in all existing wells and the right to participate with respect to Quantum’s working interest in the Reserved Wells.  Following this assignment, ZaZa will have ~30,000 net acres in its East Texas JV and ~10,000 net acres in its East Texas focus area.

 

·                  ZaZa will receive ongoing G&A and cost reimbursements from Quantum for providing services related to their jointly owned assets in Walker, Grimes, Madison, Trinity, and Houston counties.

 

President and CEO Todd A. Brooks stated, “We are delighted to partner with Quantum, a world class private equity firm with an outstanding track record of investing in entrepreneurial management teams like ours.  ZaZa has been meeting with Quantum for more than a year to lay the groundwork for this new relationship.  Throughout that time, Quantum has watched as ZaZa advanced its East Texas drilling program.  Our new partnership validates the progress ZaZa has made, and we look forward to working with Quantum as we move forward with our East Texas acquisition and development plans.”

 

The closing of the Quantum transaction is subject to receiving the approval of ZaZa’s existing East Texas JV partner and other customary closing conditions.  There can be no assurance that all of the closing conditions will be satisfied.

 

About ZaZa Energy Corporation

 

Headquartered in Houston, Texas, ZaZa Energy Corporation is a publicly-traded exploration and production company with primary assets in the Eagle Ford and Eagle Ford East resource plays in Texas.  More information about the Company may be found at www.zazaenergy.com.

 

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, including without limitation, statements and projections regarding the Company’s future financial position, operations, performance, business strategy, returns, budgets, reserves, levels of production and costs, ability to raise additional capital or refinance indebtedness, statements regarding future commodity prices and statements regarding the plans and objectives of the Company’s management for future operations, are forward-looking statements.  The Company’s forward looking statements are typically preceded by, followed by or include words such as “will,” “may,” “could,” “would,” “should,” “likely,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “goal,” “project,” “plan,” “intend” and similar words or expressions.  The Company’s forward-looking statements are not guarantees of future performance and are only predictions and statements of the Company’s beliefs based on assumptions that may prove to be inaccurate.  Forward-looking statements involve known, unknown or currently unforeseen risks and uncertainties that may be outside of the Company’s control and may cause the Company’s actual results and future

 

713-595-1900 (OFFICE)    o    713-595-1919 (FAX)   o   WWW.ZAZAENERGY.COM

 

 

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developments to differ materially from those projected in, and contemplated by, such forward-looking statements.  Risks, uncertainties and other factors that could cause the Company’s actual results to materially differ from the expectations reflected in the Company’s forward-looking statements include, without limitation, our former registered public accounting firm has expressed doubt about our ability to continue as a going concern; fluctuations in the prices for, and demand for, oil, natural gas and natural gas liquids; our substantial level of indebtedness; problems with our joint ventures or joint venture partners; our ability to raise necessary capital in the future; exploratory risks associated with new or emerging oil and gas formations; risks associated with drilling and operating wells; inaccuracies and limitations inherent in estimates of oil and gas reserves; our ability to replace oil and gas reserves and any other factors or risks listed in the reports and other filings that the Company has filed and may file with the Securities and Exchange Commission.  Any forward-looking statements made by the Company in this presentation and in other written and oral statements are based only on information currently available to the Company and speak only as of the date on which they are made.  The Company undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future developments or otherwise.

 

# # #

 

Source: ZaZa Energy Corporation

 

Paul F. Jansen, 713-595-1900

Chief Financial Officer

 

or

 

Jay Morakis, 212-266-0191
Investor Relations
jmorakis@mgroupsc.com