BPZ RESOURCES, INC.

BPZ RESOURCES, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The liquidation plan took effect on December 31, 2015: all of BPZ's assets moved to a liquidating trust for creditors (trustee Gilbert E. Nathan), which plans an initial distribution of about $9 million to trust-interest holders. All common stock was cancelled without consideration and has no value, and BPZ says it will file Form 15 and stop further SEC reports.

bankruptcy or receivership

On November 12, 2015 the bankruptcy court confirmed BPZ's Second Amended Plan of Liquidation, which moves the remaining assets to a liquidating trust for creditors and ends all existing shares with no distribution to shareholders. The filing says 118,663,139 shares were outstanding and are worthless, and as of September 30, 2015 reported liabilities of about $613.3 million against assets of about $99.5 million. The plan becomes effective on a date the company picks, expected before year-end, and BPZ intends to file Form 15 to stop SEC reporting.

bankruptcy or receivership

BPZ closed both asset sales approved in July: the onshore blocks and power subsidiary went to Zorritos on July 30 for $750,000 (down from $1.0 million because the Santa Elena operator exercised a right of first refusal on SMC Ecuador's interest), and the Block Z-1 holding structure went to Zedd on July 31 for $8.5 million. BPZ now has no business operations, only the three power turbines left to liquidate, and expects no assets to be available for shareholders. The CFO's position was eliminated and the CEO was terminated, both effective July 31.

asset acquisition disposition

On July 8, 2015 the bankruptcy court approved the sale of substantially all of BPZ's assets: $8.5 million in cash from Zedd Energy Holdco for the structure holding the 51% Block Z-1 interest and marine assets, and $1.0 million in cash from Zorritos Peru Holdings for the onshore blocks, power subsidiary and (subject to approval) SMC Ecuador. After closing, BPZ says it will have no operations, only three idle power turbines left to sell, and it expects shareholders to receive no value and its stock to be cancelled under a liquidation plan due by August 6. This resolves the Chapter 11 question of what happens to the assets and confirms the earlier warning about equity.

bankruptcy or receivership

BPZ RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

While in Chapter 11 and seeking financing, BPZ reported that Corvina well CX15-9D failed to produce oil, though about 35 feet of gas pay was found and the well may later be completed as a gas producer. Albacora A-22D was drilled to 13,730 feet with final test results due later in April. BPZ plans only low-cost workovers on Block Z-1 for the rest of 2015, has been granted a deferral of the 2015 Delfin work commitment (so Piedra Redonda drilling is postponed), and is working with Perupetro to defer onshore commitments. Q1 2015 Z-1 output averaged 4,722 gross (2,408 net) bopd, with recent output 4,400 gross (2,244 net), below Q4 2014's 5,276 gross. This reverses the earlier mid-2015 Delfin drilling plan.

production update

On March 9, 2015 BPZ Resources, Inc. filed for Chapter 11 bankruptcy in the Southern District of Texas (Victoria Division), the outcome of the grace-period and restructuring talks flagged on March 2. The filing is an event of default on the $60 million 6.50% notes and the $169 million 8.50% 2017 notes, with enforcement stayed. The company continues to operate as debtor-in-possession; its subsidiaries have not filed. The filing warns that a plan could leave shareholders with little or no distribution and cancel their stock, but no plan has been proposed yet.

bankruptcy or receivership

On March 2, 2015 the NYSE suspended trading in BPZ stock immediately and began delisting proceedings, saying the share price was 'abnormally low'; this cuts short the June 8 cure window from the December notice. The stock began trading on the OTC Pink market as 'BPZR' on March 3, and BPZ has a right to a review by an NYSE committee. Separately, BPZ said it would use the grace periods on its 6.50% notes due March 1, 2015 (about $60 million principal, roughly $62 million with interest): principal grace ends March 10 and interest grace ends March 30. If unpaid, default could cross-default the 2017 notes if the 2015 notes are accelerated; combined notes are $229 million. BPZ had an estimated $47 million cash at Feb 28, 2015, is in talks with certain noteholders on restructuring and with other investors on financing, and says Chapter 11 could be needed. This turns the open financing review and the March notes maturity into a payment miss.

listing compliance notice

The NYSE told BPZ on December 8, 2014 that its share price has averaged below the $1.00 minimum over 30 trading days. BPZ has until June 8, 2015 to get back above $1.00, or the NYSE may begin suspension and delisting procedures. The stock stays listed meanwhile with a '.BC' marker. The CEO says the company is reviewing strategic and financing alternatives and intends to remain a going concern. This is a new risk to shareholders alongside the 2015 notes due in March.

listing compliance notice

The three onshore Block XXIII wells (Caracol 1X, El Cardo 2X, Piedra Candela 3X), whose results were awaited in October, all tested dry gas. Piedra Candela 3X tested 4.1 million cubic feet per day, Caracol 1X 1.5 and El Cardo 2X 0.3. The company's own volume estimates are up to 39, 34.9 and 10.1 Bcf, assuming the prospects are full. BPZ plans long-term testing, with possible gas sales to local communities via a CNG distributor, but only preliminary discussions have taken place and nothing is yet sold or booked as reserves.

production update

Q2 2014 Block Z-1 output averaged 5,134 gross (2,618 net) bopd, up from 2,792 gross (1,424 net) in Q2 2013, but Q3 to date is lower at about 4,700 gross bopd, which BPZ attributes to A-18D being sidetracked and two wells shut in for water (A-21D and CX15-3D). New wells A-26D and CX15-5D are online, CX15-7D was spud July 29, and a new VP of Operations, Gonzalo Ruiz, joined. This partly contradicts the earlier ramp-up picture: some wells lost production.

production update

BPZ agreed privately to retire $26.0 million of its 6.50% notes due March 2015 in exchange for $25.0 million of new 8.50% notes due October 2017. After this, $59.9 million of the 2015 notes remain and $168.7 million of the 2017 notes are outstanding. This continues the September 2013 refinancing, moving more debt to 2017 at a higher interest rate on the same conversion terms (about $4.01 per share), so more potential share dilution.

debt financing

The second Corvina CX-15 well (CX15-2D), completed at the end of January 2014 after the earlier stuck-pipe sidetrack, averaged about 775 gross (395 net) barrels of oil a day over seven days. Block Z-1 now produces about 5,425 gross (2,765 net) bopd. BPZ budgets $71 million for its 51% share of 2014 Z-1 spending, which it expects Pacific Rubiales' remaining $81 million carry (as of Dec 31, 2013) to cover fully, plus about $15 million onshore. The Caracol 1X well reached 3,450 feet and is being prepared for testing, and permits are in hand for the Delfin, Piedra Redonda and Raya offshore prospects.

production update

On Jan 8, 2014 BPZ reported the Albacora A-18D well, completed Dec 23, 2013, producing about 2,100 gross bopd (1,071 net) and lifting Block Z-1 gross output above 4,900 bopd. Full-year 2013 Z-1 production averaged 2,760 gross (1,408 net) bopd, versus 3,310 gross (1,688 net) in 2012. The CX15-2D well got stuck and is being sidetracked, with completion expected late January 2014; A-19D was spud Jan 1 and the Caracol 1X onshore exploration well was spud Jan 5, 2014.

production update

On Sept 26, 2013 BPZ repaid the remaining $36 million of its $40 million Credit Suisse loan, plus a prepayment premium and remaining interest totalling $2.6 million, and the credit agreement was terminated. The underwriter also exercised in full its option to buy the extra $18.8 million of 2017 notes (net about $16.3 million), and the Albacora A-18D well was spudded, a 12-week drilling and completion, as the Albacora restart set for early August (a delay of about two months). The CEO said the first CX-15 well results were expected before the end of October. This closes the Credit Suisse secured bank debt.

debt financing

BPZ sold $125 million of 8.50% Convertible Senior Notes due October 1, 2017 (net about $107.8 million), convertible at about $4.01 per share, and used the proceeds to buy back and retire about $85.0 million of the $170.9 million 6.50% notes due 2015. The remaining proceeds are for general corporate purposes; the underwriter had a 30-day option on $18.8 million more, and IFC may also participate. This pushes out part of the 2015 maturity but at a higher interest rate, and the new notes could convert into shares (dilution possible).

debt financing

On Sept 16, 2013 Credit Suisse gave a waiver under the $40 million loan (amended May 9, 2013) so BPZ can refinance part of its 6.50% Convertible Notes due 2015, including buying back some in negotiated deals. BPZ also announced an underwritten offering of about $110 million of Convertible Senior Notes due 2017 to fund this, and filed updated risk factors; this starts the refinancing of the 2015 notes flagged as an open thread.

debt financing

On May 9, 2013 BPZ repaid the remaining $30.5 million of the original $75 million Credit Suisse loan, with a prepayment fee of about $2.4 million. It also amended and restated the $40 million loan, increasing its size and borrowing an additional $14.5 million, with revised covenants and repayments, maturity January 2015 and fees of about $1.8 million. An operational update says CX-15 drilling is now expected in early July 2013 and Albacora drilling is restarting with the first well expected by early August 2013; Pacific Rubiales became technical operations manager April 1, 2013.

debt financing

BPZ announced a 2013 plan of about $27 million net spending on its three onshore blocks, with Block Z-1 spending fully carried by Pacific Rubiales (BPZ's 51% share budgeted at $76 million, $149 million gross). Fourth-quarter 2012 Z-1 production was 1,517 bopd net (2,973 gross), reflecting the 51% share after closing. CX-15 first well is now expected in early February 2013 (earlier plan was October 2012 drilling) with first oil in Q2 2013; the 3D seismic cost estimate rose to about $52 million gross from $42 million and CX-15 to about $83 million gross from $77 million.

production update

On December 26, 2012 BPZ closed the sale of a 49% interest in Block Z-1 to Pacific Rubiales and received the remaining $85 million of the $150 million price. This resolves the April 2012 deal, closed early after the parties waived the condition requiring Peruvian government approval; the Supreme Decree authorizing the license amendment was signed December 29, 2012, and the July 31, 2013 outside date was removed. Pacific Rubiales also funds $185 million of BPZ's share of spending, some carry loans were extinguished, and BPZ must repay Pacific Rubiales' investment if the Peruvian government does not recognize the license benefits within a year (other than for fault). Credit Suisse loan agreements were amended and BPZ had to fund debt service reserve accounts in the amount of outstanding principal.

asset acquisition disposition

BPZ reported Block Z-1 output of 3,715 barrels a day in the first half of 2012, against 4,100 a year earlier, and 3,550 a day in Q2. A mechanical problem in a gas reinjection well at Corvina's CX-11 platform, which began in early July, cut that field to about 2,000 barrels a day, and Block Z-1 now produces about 3,000. A six-well workover costing an estimated $12 million starts in early August. The CX-15 platform is built in China and is expected to be installed in the second half of September, with drilling set for October, which continues the 2012 platform plan.

drilling progress report

On April 27, 2012, BPZ formed a joint venture on offshore Block Z-1 with Pacific Rubiales Energy, which will take a 49% participating interest for $150 million in cash plus a $185 million commitment toward BPZ's share of capital and exploration spending. BPZ received $65 million at signing and expects $85 million more once Peruvian approvals come (the agreement ends if not approved within 15 months unless extended). If it ends, the amounts paid convert to a loan at three-month LIBOR plus 9%. BPZ stays operator, keeping 51%. This resolves the Block Z-1 partner search. Alongside it, BPZ prepaid $40 million of the $75 million Credit Suisse loan (with a $5.8 million prepayment fee), stretched repayment of both Credit Suisse loans to 2015 and dropped the hedging requirement. Amendment fees were $1.1 million and $0.8 million.

debt financing

BPZ and Credit Suisse again pushed back the Albacora commercial production deadline in the $75 million loan, from February 29 to April 16, 2012. The attached press release puts year-end 2011 proved reserves at 34.7 million barrels (Corvina 27.8, Albacora 6.9), down 4.2 million barrels from 2010. Of that decline, 1.4 million barrels came from 2011 production, and a 2.8 million barrel net adjustment was mainly due to Albacora workover results, with 1.7 million barrels moved to probable. Production averaged about 3,920 barrels a day through February 2012. The well at Block XIX tested noncommercial oil and its costs were written off in Q4 2011. The new CX-15 platform is scheduled for installation in Q3 2012, and the company says it is still working toward a joint venture partner for Block Z-1.

material agreement

BPZ signed a $75 million secured loan with Credit Suisse and Standard Bank on July 6, 2011, and drew all of it on July 7. It is secured by the Block Z-1 property, its oil production and the license rights, matures July 7, 2014, and costs three-month LIBOR plus 9%. The money is for fees, a debt reserve account, reimbursing affiliates for up to $14 million of Block Z-1 and up to $6 million of Block XIX spending, and funding Z-1 spending. This is the 'reserve-based loan backed by Corvina reserves' goal in the earlier context, though the filing secures it on all of Block Z-1, not just Corvina (the match is an inference). It also requires certain Corvina and Albacora projects by set dates and limits further debt and asset sales. The CEO's press release mentions an ongoing Block Z-1 partnering process.

debt financing

On January 27, 2011 BPZ's power subsidiary signed a $40 million secured loan with Credit Suisse, guaranteed unsecured by BPZ and its Peruvian oil subsidiary. It is secured by the three GE LM6000 turbines and matures July 27, 2013, with $8 million quarterly repayments from July 27, 2012, at three-month LIBOR plus 7.0% plus an arranger fee tied to the Brent oil price. Proceeds are for the 2011 capital budget, exploration and development, and reducing existing debt. The loan must be prepaid if gas-to-power project debt is raised. The press release describes it as non-dilutive and says the next goal is a reserve-based loan backed by Corvina reserves. The filing refers to the turbines as purchased, which fits the earlier GE payment schedule, though it does not say how the contract was completed.

debt financing

On March 12, 2010 BPZ closed a further $9.9 million of the same 6.50% convertible notes, bought by IFC through its participation right, bringing the total to $170.9 million. Net proceeds across all closings were about $165.4 million. This finishes the note offering, with IFC, already an existing shareholder, taking part.

capital raising announcement

The initial purchaser exercised its option in full, and on February 12, 2010 BPZ closed another $21 million of the 6.50% convertible notes, bringing the total to $161 million. Net proceeds across both closings were about $155.8 million. This continues the February 8 note sale and enlarges the debt and potential share conversion.

capital raising announcement

BPZ closed a private sale of $140 million of 6.50% convertible senior notes due March 1, 2015 on February 8, 2010 (agreement dated February 3). Net proceeds were about $135.5 million, for general purposes including capital spending, working capital and reducing or refinancing debt. Holders can convert into shares at about $6.74 per share (shares delivered capped at 19.99% of outstanding). The initial purchaser also holds a 30-day option for $21 million more, and IFC can join until March 15, 2010. This is new debt that could convert into shares, so it adds possible dilution.

capital raising announcement

On November 20, 2009 BPZ and GE signed a letter agreement on the $51.5 million turbine contract: BPZ paid milestone 5 ($3.5 million) that day, owes $1.0 million by December 15, 2009 and $2.5 million by March 26, 2010, then monthly payments, with a final $20.7 million due December 1, 2010. If BPZ has not obtained financing by December 1, 2010, the contract ends and all money paid goes to GE as termination fees. This replaces the January 2009 suspension terms and keeps the gas-to-power turbines alive but with firm payment deadlines.

material agreement

BPZ RESOURCES, INC.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified BPZ RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

On June 25, 2009 BPZ agreed to sell 18.8 million shares at $4.66 each in a registered offering under its shelf registration, with closing expected around June 30, 2009. Placement agents (Canaccord Adams, Raymond James, Pritchard, Rodman & Renshaw, Wunderlich) receive a 5% fee. This is further dilution after the February private placement at $3.05, at a higher price. The filing does not state the use of proceeds, and gross proceeds are not stated (implied by the numbers at roughly $87 million; this is an inference).

material agreement

BPZ closed a private placement on February 23, 2009 of about 14.3 million shares at $3.05, raising about $43.6 million (up to about $48.0 million if IFC takes up its right to buy 1.4 million more shares). Shares outstanding rise to 93,054,150. The press release says proceeds go mainly to oil development in Corvina and Albacora, including payment of accounts payable. This dilutes existing holders, and the price is well below the $20.00 public offering of March 2008. The company also owes registration-rights obligations with potential penalties of up to about $5.7 million.

capital raising announcement

On January 23, 2009 BPZ and GE amended the $51.5 million contract for three gas turbines for the planned Peru gas-to-power plant. Obligations are suspended from December 15, 2008 to November 15, 2009 if BPZ pays $3,431,000 by February 25, 2009, with a further $3,508,143 due by November 16, 2009 or the contract terminates immediately. The press release says the delay lets BPZ put most 2009 capital spending into oil in Block Z-1 and that it will look for an equity partner for the power project. This continues the turbine thread (the December 2008 payment/guaranty deadline) and defers the earlier plan for turbine delivery in Q4 2009.

material agreement

On January 8, 2009 BPZ signed a roughly seven-year contract to sell all Corvina field oil (Block Z-1) to state-owned PetroPeru, ending when 17 million barrels are delivered, if sooner. Price is a basket of Forties, Oman and Suez crude prices minus $1 per barrel; the press release puts the contract's reference value at about $1.3 billion. Separately, BPZ and Shell Exploration Company (West) B.V. agreed to end talks on the farm-out (partnering) deal under their non-binding MOU, so BPZ keeps 100% of Blocks Z-1, XIX, XXIII and XXII. This resolves the Shell partnering thread and gives Corvina a buyer, which the CEO says supports the pending Natixis financing.

material agreement

On September 26, 2008 a BPZ subsidiary signed a $51.5 million contract with GE units to buy three 45 MW LM6000 gas turbines (option for a fourth for $18.2 million), with a $5.1 million down payment and delivery scheduled for Q4 2009. This follows the August IFC loan, whose proceeds were earmarked for the first turbine payment. Funding is expected ultimately from the ~$120 million IFC project financing (expected to close early 2009), with interim funding possibly from the $215 million senior debt, whose $200 million part is now named as a Natixis Bank facility expected in Q4 2008 and not yet closed. If the subsidiary misses payments or a comfort letter by December 15, 2008, the company must guarantee remaining payments, subject to an earnings test; otherwise a standby letter of credit is needed.

debt financing

BPZ signed a $15.0 million senior revolving loan with IFC (already about 10% owner) on August 18, 2008, running to December 2012 at about LIBOR plus 2.75% (5.85% at the time). It is the first part of a planned $215 million package, with a $200 million second part still being negotiated with a large international bank (expected Q4 2008). Funding is subject to conditions and is expected within 30 days. The money is meant for drilling in northwest Peru and the first payment to General Electric for three LM6000 turbines for the gas-to-power plant. This moves the earlier IFC credit-facility talks (previously ~$200M) from term sheet to a signed first piece; the $120 million gas-to-power facility is still being negotiated.

debt financing

On May 15, 2008 the company exercised its right to convert the whole $15.5 million IFC loan into 1,491,819 shares at $10.39, with no early-termination penalties. This ends the first tranche (November 2007) as debt, lifts IFC's stake from about 8.2% to about 10%, and leaves 78,130,290 shares outstanding with fully diluted count unchanged at 82,085,738. The company says it is negotiating a term sheet with IFC for a credit facility of up to $200 million (subject to a borrowing base) and a further $120 million facility for gas-to-power.

material agreement termination

On March 19, 2008 the company agreed to sell 2,000,000 new shares to underwriters led by Canaccord Adams at $18.83 each, offered to the public at $20.00, with an option for 200,000 more. The company says proceeds are about $37.6 million after underwriters' discounts, which adds shares for existing holders; the press release lists uses including reducing debt, capital spending and working capital.

material agreement

The company announced that the second and final earn-out target from the 2004 Navidec merger was met, based on independent engineer certification that Peru production reached at least 2,000 barrels of oil equivalent per day. This leads to 9,000,000 shares going to former BPZ Energy, Inc. shareholders, plus 225,000 each to the Chief Financial Officer and Chief Operating Officer. The company says all of these shares were already counted in the 77.6 million fully diluted share count, so this resolves the earn-out thread ahead of the 2007-12-28 deadline.

business combination

On November 21, 2007 the company signed license contracts with Perupetro for 100% of Block XXII (about 948,000 acres) and Block XXIII (about 248,000 acres), both onshore in northwest Peru. Each has a seven-year exploration phase with seismic and drilling commitments, and the company posted performance bonds of $600,000 (Block XXII) and $3,075,000 (Block XXIII). The company's press release says these two blocks complete the roughly 2.4 million acres it plans to develop in northwest Peru, alongside Blocks Z-1 and XIX.

material agreement

On November 19, 2007 the company signed a $15.5 million convertible loan with the International Finance Corporation (IFC), the first tranche of a debt package now expected to total $165 million. It runs 10 years at 2% over 6-month LIBOR and converts to shares at $10.39 (company can force conversion above $18.19). This is the first piece of the IFC debt package approved in December 2006; the remaining tranches are not yet closed: an A Loan of about $35 million expected in Q1 2008 and a B Loan of about $115 million to be syndicated.

debt financing

BPZ RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On May 8, 2007 BPZ completed the initial closing of a private placement of 6.7 million shares at $5.25, about $35 million gross, to sixteen investors. This is a much higher price than the $2.75 to $3.00 of earlier placements. Morgan Keegan gets a 2% advisory fee. A resale registration statement is due within 30 days, with penalties up to 18% (about $6.3 million) if deadlines are missed. The press release cites a Corvina well test of 5,900 barrels of oil a day and says part of the proceeds will speed development of the Corvina oil discovery. Shares outstanding rose to 61,167,869 (74,824,869 fully diluted).

capital raising announcement

BPZ's stock began trading on the American Stock Exchange on Jan 12, 2007 under the symbol BZP, having previously been quoted on the Pink Sheets. The press release says approval depends on BPZ meeting listing standards and could be rescinded.

listing compliance notice

the American Stock Exchange certified BPZ RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

The International Finance Corporation (IFC) bought 6,500,000 shares at $3.00 (about $19.5 million) on Dec 20, 2006, and its board approved a $120 million financing package. The other $100.5 million is $30.5 million of IFC debt and $70 million from other lenders, still subject to choosing lenders and signing loan documents, so there is no binding commitment yet. IFC gets pre-emptive rights and approval rights over mergers, asset sales and business changes while it holds 5% or more. This advances the IFC financing thread, though the debt portion is unresolved. Shares outstanding rose to 53,852,217 (67,933,369 fully diluted).

capital raising announcement

On June 30, 2006 BPZ sold 4,482,000 shares at $2.75 to eight investors, raising about $12.3 million, lower than the $3.00 prices of the 2005 and March 2006 placements. Morgan Keegan received warrants for 150,000 shares at $3.00 expiring June 30, 2011. Resale registration is due 30 days after the restated filings are filed. Shares outstanding rose to 47,115,747 (60,724,399 fully diluted).

capital raising announcement

BPZ settled its February 2006 Colorado lawsuit against NFS and John McKowen, giving it access to NFS records needed for the restatement. It also said a further restatement is likely after new SEC comments on the NFS accounting, the pre-merger BPZ-Texas figures, and the 9,000,000 earn-out shares given to former BPZ-Texas holders. The earn-out change could mean a non-cash charge of up to $32 million. Restatement is expected by mid-August 2006 (no assurance). The delay triggers penalties of $343,980 a month under the July 2005 $34.4 million placement, which BPZ hopes to pay partly in stock. This continues the restatement thread and worsens it.

financial restatement

BPZ said on Nov 17, 2005 that it must restate its 2004 annual report and several quarterly reports. The SEC took the view that the accounts must keep including Navidec Financial Services (NFS), the unit due to be spun off to pre-merger Navidec holders, until the spin-off is fully completed, and BPZ agreed. This explains the late quarterly report flagged on Nov 15; the Sept 30, 2005 10-Q cannot be filed until the restatement is done. The NFS spin-off thread continues and depends on NFS's pending registration statement, which BPZ does not control.

business combination

Now named BPZ Energy, the company raised about $34.4 million gross ($31.8 million net) by selling 11,466,000 shares at $3.00 to accredited investors, with Morgan Keegan as placement agent (7% fee plus 100,000 warrants at $3.00). That brings shares outstanding to about 37,429,000, and it must file a resale registration within 30 days or may owe fees. Management says this plus an expected $70 million IFC financing funds a roughly $100 million 2005/2006 capital program for its Peru gas-to-power plan.

capital raising announcement

The BPZ merger closed effective September 10, 2004: BPZ holders received 9,000,000 shares, and BPZ became a wholly owned subsidiary. The company also sold 1,688,500 private placement shares at $2 for $3,377,000 gross. Navidec Financial Services received 604,246 shares for assuming pre-merger liabilities, and control of the board passed to BPZ's designees (Kelly as CEO, Zuniga-Pflucker as president). The company now holds rights to about 2.75 million acres in four NW Peru blocks and a non-operating Ecuador interest, and the spin-off to September 9 holders is still to be registered.

asset acquisition disposition

An information statement told shareholders that BPZ designees will take most board seats on completion of the BPZ merger: 9,000,000 shares at closing plus about 18,000,000 earn-out shares, which would leave BPZ holders with about 77.5% if all are earned. The spin-off record date is now September 3, 2004. All but John McKowen of the current directors will resign, and the company will seek approval to rename itself BPZ Energy and raise authorized shares to 100,000,000. BPZ's properties are in northwest Peru and southwest Ecuador. Shareholders need take no action.

business combination

Navidec withdrew from the April deal for Livermore and BPZ and instead signed a merger with BPZ Energy alone, after which it will take the BPZ Energy name. Current Navidec holders would start with about 50% of the company, falling to about 25% fully diluted if BPZ holders earn up to 18 million more shares; the spin-off of Navidec Financial Services still goes ahead.

business combination

Navidec signed a merger agreement with Lider Group and Bond Energy to acquire Livermore Energy and BPZ Energy for up to 25.5 million Navidec shares (9.37 million at closing, expected around June 24, 2004, and up to 16.13 million as earn-out). It also plans to move its existing businesses into Navidec Financial Services and spin that company off to current shareholders. This starts the move from the old business into oil and gas.

business combination