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 1,
2017
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
Delaware
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0-15905
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73-1268729
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(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 entered into an
amendment to the Letter Agreement (the “Amendment”),
which extended 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.
Among
other matters, the Amendment also prohibits the Lazarus Parties,
including Blue Dolphin, from making any pre-payments on
indebtedness between November 1, 2017 and the end of the
Continuance Period other than in the ordinary course of business as
described in the Letter Agreement. Additionally, the Lazarus
Parties agreed 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.
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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:
November 7, 2017
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By:
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/s/ JONATHAN P.
CARROL
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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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