Blueprint
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):
November 28,
2017
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-15905
(Commission File Number)
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73-1268729
(IRS Employer
Identification No.)
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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 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 no
more than 90 days (the “Continuance Period”), subject
to the terms of the Letter Agreement, in order to facilitate
settlement discussions between the parties. The Letter Agreement
gave GEL the right to terminate the Letter Agreement on November 1,
2017 if it determined, in its sole discretion, that settlement
discussions between the parties were not advancing to an acceptable
resolution. On November 1, 2017, the Lazarus Parties and GEL
amended the Letter Agreement to extend the date on which GEL has
the right to terminate the Letter Agreement from November 1, 2017
to November 28, 2017, in order to facilitate ongoing
discussions.
On
November 28, 2017, the Lazarus Parties and GEL entered into a
second amendment to the Letter Agreement (the “Second
Amendment”), which extended the Continuance Period through
December 31, 2017, also in order to facilitate ongoing
discussions.
Under
the Second 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
temporarily 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. There have been no cash payments to
Mr. Carroll under the guaranty fee agreements since August
2016.
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.
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Blue
Dolphin Energy Company
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Date:
December 1, 2017
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By:
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/s/ JONATHAN P.
CARROLL
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Jonathan
P. Carroll
Chief
Executive Officer, President,
Assistant
Treasurer and Secretary
(Principal
Executive Officer)
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