Delaware

001-35432

45-2986089

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1301 McKinney Street, Suite 2850

Houston, Texas

77010

(Address of principal executive offices)

(Zip Code)

¨

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))

Exhibit No.

Description

2.1

Share Purchase Agreement, dated November 13, 2012, by and between ZaZa France SAS and Vermillion REP SAS (incorporated herein by reference to Exhibit 10.1 to ZaZa Energy Corporation’s Current Report on Form 8-K filed on November 19, 2012)

99.1*

Unaudited Pro Forma Consolidated Financial Statements of ZaZa Energy Corporation

ZAZA ENERGY CORPORATION

Date: January 25, 2013

By:

/s/ TODD A. BROOKS 

Name:

Todd A. Brooks

Title:

President and Chief Executive Officer

Exhibit No.

Description

2.1

Share Purchase Agreement, dated November 13, 2012, by and between ZaZa France SAS and Vermillion REP SAS (incorporated herein by reference to Exhibit 10.1 to ZaZa Energy Corporation’s Current Report on Form 8-K filed on November 19, 2012)

99.1*

Unaudited Pro Forma Consolidated Financial Statements of ZaZa Energy Corporation

Historical

Pro Forma Adjustments

Pro Forma

(In thousands except share and per share data)

ASSETS

Current assets:

Cash and cash equivalents 

$

$

$

Restricted cash 

 -

Accounts receivable - joint interest

Accounts receivable - revenue receivable

 -

Accounts receivable - related party

 -

 -

 -

Prepayments and other current assets

Total current assets 

Property and equipment

Oil and gas properties, successful efforts method

Furniture and fixtures

Total property and equipment

Accumulated depletion, depreciation and amortization 

Property and equipment, net 

Goodwill 

 -

 -

 -

Other assets 

Total assets 

$

$

$

Historical

Pro Forma Adjustments

Pro Forma

(In thousands except share and per share data)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable - trade 

$

$

$

Accounts payable - related parties 

 -

Advances from joint interest owner

 -

 -

 -

Accrued liabilities

 -

Revolving line of credit

 -

 -

 -

Notes payable to members

 -

 -

 -

Income taxes payable 

Total current liabilities 

Long-term accrued liabilities 

Asset retirement obligations 

Deferred income taxes 

Subordinated notes

 -

Senior Secured Notes, net of discount

Warrants associated with Senior Secured Notes

 -

Total liabilities 

Stockholders’ equity (deficit):

Preferred stock, $0.01 par value, 25,000,000 shares authorized; zero issued or outstanding

 -

 -

 -

Common stock, $0.01 par value, 250,000,000 shares authorized; 101,769,953 and 75,976,500 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively 

 -

Additional paid-in capital 

 -

Accumulated retained (deficit) earnings

Accumulated other comprehensive income

 -

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

$

$

$

Historical

Pro Forma Adjustments

Pro Forma

(In thousands except per share data)

Revenues and other income:

Oil and gas revenues

$

$

$

Bonus income

 -

 -

 -

Other income

 -

Total revenues and other income

Operating costs and expenses:

Lease operating expense

Exploration expense

 -

Depreciation, depletion and amortization

Accretion expense

Impairment of oil and gas properties

Impairment of goodwill

 -

General and administrative

Total operating costs and expenses

Operating income (loss)

Other expense

Foreign currency exchange (gain) loss

Loss on extinguishment of debt

 -

Interest expense, net

(Gain) loss on fair value of warrants

 -

Total other expense

Income (loss) before taxes

Income tax provision

Net income (loss) available to common shareholders

$

$

$

Basic income (loss) available to common shareholders per share:

$

$

Diluted income (loss) available to common shareholders per share:

$

$

Weighted average shares outstanding:

Basic

Diluted

Historical

Pro Forma Adjustments

Pro Forma

(In thousands except per share data)

Revenues and other income:

Oil and gas revenues

$

$

$

Bonus income

 -

 -

 -

Other income

 -

Total revenues and other income

Operating costs and expenses:

Lease operating expense

Exploration expense

 -

Depreciation, depletion and amortization

Accretion expense

Impairment of oil and gas properties

General and administrative

Total operating costs and expenses

Operating income (loss)

Other expense

Foreign currency exchange (gain) loss

Loss on extinguishment of debt

 -

Interest expense, net

(Gain) loss on fair value of warrants

 -

Total other expense

Income (loss) before taxes

Income tax provision

Net income (loss) available to common shareholders

$

$

$

Basic income (loss) available to common shareholders per share:

$

$

Diluted income (loss) available to common shareholders per share:

$

$

Weighted average shares outstanding:

Basic

Diluted

1.

Pro forma adjustments to assets consist of the following (in thousands):

Cash and cash equivalents

Restricted cash

Accounts receivable - joint interest

Prepayments and other current assets

Property and equipment, net

Other assets

Receipt of proceeds

$

$

$

 -

$

 -

$

 -

$

 -

Payment of Senior Secured Notes principal, interest and prepayment fee

 -

 -

 -

 -

 -

Payment of restructuring costs

 -

 -

 -

 -

 -

Elimination of the French subsidiary assets

 -

$

$

$

$

$

$

2.

Pro forma adjustments to liabilities consist of the following (in thousands):

Accounts payable - trade

Income taxes payable

Long-term accrued liabilities

Asset retirement obligations

Deferred income taxes

Senior Secured Notes, net of discount

Elimination of the French subsidiary liabilities

$

$

$

$

$

$

 -

Accrual for additional income taxes

 -

 -

 -

 -

 -

Payment of Senior Secured Notes principal

 -

 -

 -

 -

 -

$

$

$

$

$

$

3.

Pro forma adjustments to equity consist of the following (in thousands):

Accumulated retained (deficit) earnings

Accumulated other comprehensive income

Senior Secured Notes principal prepayment fee

$

$

 -

Accrual for additional income taxes

 -

Elimination of the French subsidiary accumulated other comprehensive income

$

$

4.

Pro forma statements of operations have been prepared as if the divestiture had occurred at the beginning of the period and consist of the following adjustments for the periods indicated (in thousands):

Oil and gas revenues

Operating costs and expenses

Foreign currency exchange (gain) loss

Interest expense, net

Income tax expense (benefit)

Elimination of the French subsidiary income and expenses

$

$

$

$

$

Accrual for additional income taxes

 -

Elimination of interest on Senior Secured Notes repaid

 -

 -

 -

 -

$

$

$

$

$

Oil and gas revenues

Operating costs and expenses

Foreign currency exchange (gain) loss

Interest expense, net

Income tax expense (benefit)

Elimination of the French subsidiary income and expenses

$

$

$

$

$

Accrual for additional income taxes

 -

Elimination of interest on Senior Secured Notes repaid

 -

 -

 -

 -

$

$

$

$

$