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):
June 29, 2018
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 time
(the “Continuance Period”), subject to the terms of the
Letter Agreement, in order to facilitate settlement discussions
between the parties.
Pursuant to a ninth
amendment to the Letter Agreement dated June 29, 2018 (the
“Amendment”), the Lazarus Parties and GEL extended the
Continuance Period through July 31, 2018, in order to facilitate
ongoing discussions. An additional $500,000.00 was paid to GEL on
June 28, 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.
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Blue
Dolphin Energy Company
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Date: June 29,
2018
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By:
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/s/
JONATHAN
P. CARROLL
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Jonathan
P. Carroll
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Chief
Executive Officer, President,
Assistant
Treasurer and Secretary
(Principal
Executive Officer)
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