Blue Dolphin Energy Company (OTCMKTS:BDCO) Files An 8-K Entry into a Material Definitive Agreement
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 by the First Amendment thereto dated as of October 17, 2018, 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”). The Settlement Agreement provides that the Settlement Agreement will terminate, unless extended in writing by GEL, on December 31, 2018 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 November 15, 2018, the Lazarus Parties and GEL entered into a Second Amendment to the Settlement Agreement (the “Second Amendment”). The Second Amendment (i) extended the Settlement Payment Deadline from December 31, 2018 to January 31, 2019 (unless extended in writing by GEL) and (ii) extended the dates for achievement of certain milestones related to the Settlement Financing.
On December 19, 2018, the Lazarus Parties and GEL entered into a Third Amendment to the Settlement Agreement (the “Third Amendment”). The Third Amendment (i) further extended the Settlement Payment Deadline from January 31, 2019 to May 1, 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 Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second 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
Third Amendment to the Settlement Agreement, dated as of December 19, 2018, 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.
BLUE DOLPHIN ENERGY CO Exhibit
EX-10.1 2 bdco_exhibit101.htm MATERIAL CONTRACTS Blueprint Exhibit 10.1 THIRD AMENDMENT TO THE SETTLEMENT AGREEMENT This Third Amendment to the Settlement Agreement (this “Third Amendment”),…
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About Blue Dolphin Energy Company (OTCMKTS:BDCO)
Blue Dolphin Energy Company (Blue Dolphin) is an independent refiner and marketer of petroleum products. The Company’s primary asset is an approximately 15,000 barrels per day (bpd) crude oil and condensate processing facility that is located in Nixon, Texas (the Nixon Facility). The Nixon Facility is situated on approximately 60 acres in Nixon, Wilson County, Texas. The Company operates through two segments: Refinery Operations and Pipeline Transportation. Business activities related to its refinery operations business segment are conducted at the Nixon Facility. Business activities related to its pipeline transportation business segment are primarily conducted in the Gulf of Mexico through the Company’s pipeline assets and leasehold interests in oil and gas properties. As part of its refinery business segment, it conducts petroleum storage and terminaling operations under third-party lease agreements at the Nixon Facility.
