Past year: ▼ 100%(0.10c – 28.9c USD)
Each one in plain English, with the numbers worked through for a shareholder.
9 Oct 2012debt financing▼ Bad
Credit Suisse waived the minimum-production requirement for the quarter ended September 30, 2012 under both the $75 million and $40 million loans. The requirement was 140,000 barrels; BPZ estimated 260,000 barrels gross, or 132,600 on its 51% share, so its share fell short of the minimum. The filing says the Corvina workover began in the third quarter and addresses a mechanical problem that let gas break through early.
1 Aug 2012debt financing▼ Bad
BPZ and Credit Suisse signed a fifth amendment to the $75 million loan, moving the Albacora commercial production deadline from July 31 to November 30, 2012. This is another delay of that same deadline, which earlier moved to February 29 and then April 16, 2012 (the April amendment deferred it again without a date given in the filing). The filing gives no reason.
25 July 2012drilling progress report▼ BadMajor
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.
3 May 2012debt financing▲ GoodMajor
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.
6 Mar 2012material agreement▼ BadMajor
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.
10 Jan 2012material agreement▼ Bad
BPZ and Credit Suisse amended both loans (the $75 million from July 2011 and the $40 million from January 2011), effective December 30, 2011. The allowed maximum debt for the Peruvian operating subsidiary went from $120 million to $122 million. The deadline for commercial production at Albacora moved from January 1, 2012 to February 29, 2012, and the deadline to set up a hedging strategy moved from January 2 to April 1, 2012. The filing does not give a reason.
8 July 2011debt financing● NeutralMajor
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.
1 Feb 2011debt financing● NeutralMajor
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.
23 Nov 2010auditor change● Neutral
On November 21, 2010 BPZ replaced its auditor Johnson Miller & Co., which had served since 2004, and on November 22 engaged BDO USA, LLP for the 2010 fiscal year. The filing says Johnson Miller's 2008 and 2009 reports had no adverse opinion and there were no disagreements. The Audit Committee approved the change. The filing gives no reason for the change.
17 May 2010material agreement▲ Good
On May 14, 2010 BPZ signed a short-term contract to sell Albacora field oil to PetroPeru, ending after 400,000 barrels are delivered to the Talara refinery. The price is a basket of Forties, Oman and Suez crudes minus $3 per barrel. A first shipment of about 28,500 barrels has been delivered. The company says it is starting talks on a longer-term Albacora sales contract. This continues the earlier PetroPeru sales relationship for Corvina oil.
15 Mar 2010capital raising announcement● NeutralMajor
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.
17 Feb 2010capital raising announcement● NeutralMajor
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.
9 Feb 2010capital raising announcement● NeutralMajor
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.
27 Nov 2009material agreement● NeutralMajor
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.
2 Nov 2009listing compliance notice▼ BadMajor
BPZ RESOURCES, INC.'s securities were notified for removal from listing and registration on its exchange.
23 Oct 2009listing compliance notice▲ Good
BPZ told NYSE Amex on October 19, 2009 that it is voluntarily moving its listing to the New York Stock Exchange, with the last NYSE Amex trading day October 23, 2009 and NYSE trading expected from about October 26, 2009 under the same symbol BPZ. This is a voluntary move, not a compliance problem, and it resolves the earlier open item about the listing.
21 Oct 2009listing compliance notice▲ GoodMajor
the New York Stock Exchange certified BPZ RESOURCES, INC.'s securities for listing, clearing them to begin trading.
16 Sept 2009capital raising announcement● Neutral
On September 15, 2009 BPZ sold about 1.6 million shares to IFC at $4.66, raising about $7.6 million. IFC used its pre-emptive right tied to the June 2009 offering, and shareholders approved the sale at a special meeting on August 24, 2009. Shares outstanding are now 115,066,010 (119,648,508 fully diluted). This completes the IFC participation rights that were outstanding after the earlier placements.
What it means for a shareholder
1.6m new shares at $4.66 to raise about $7.6m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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29 June 2009material agreement● NeutralMajor
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).
24 Feb 2009capital raising announcement▼ BadMajor
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.
What it means for a shareholder
14.3m new shares at $3.05 to raise about $43.6m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
29 Jan 2009material agreement▼ BadMajor
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.
14 Jan 2009material agreement▲ GoodMajor
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.
21 Oct 2008debt financing▲ Good
On October 17, 2008 BPZ drew the full $15.0 million of the IFC senior revolving loan signed in August, completing the funding step that was pending. The second part, $200 million, is still being negotiated with Natixis, a French bank, with closing expected in Q4 2008 and no binding commitment shown in the filing. The press release says Natixis has credit committee approval to lead it, and the CEO says 2009 drilling will be paid from operating cash flow.
2 Oct 2008debt financing● NeutralMajor
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.
20 Aug 2008debt financing▲ GoodMajor
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.
20 May 2008material agreement termination▲ GoodMajor
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.
24 Mar 2008material agreement● NeutralMajor
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.
30 Nov 2007business combination● NeutralMajor
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.
28 Nov 2007material agreement▲ GoodMajor
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.
26 Nov 2007debt financing▲ GoodMajor
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.
