Each one in plain English, with the numbers worked through for a shareholder.
18 Oct 2007listing compliance notice● Neutral
The American Stock Exchange told the SEC it will remove the common stock of 'BPZ Energy, Inc.' from listing at the open on October 27, 2007, because on October 5, 2007 those securities were substituted for BPZ Resources, Inc. common stock, which remains listed as BZP. The filing says trading in the old security was suspended October 17, 2007. This amends the October 17 removal notice and reads as a clean-up of the old name's listing, not a delisting of BPZ Resources' own BZP shares.
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).
What it means for a shareholder
6.7m new shares at $5.25 to raise about $35.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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 The press release says approval depends on BPZ meeting listing standards and could be rescinded.
22 Dec 2006capital raising announcement▲ GoodMajor
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).
BPZ filed the standard forms of award agreements (tax-qualified and non-qualified stock options, restricted stock) under its existing 2005 Long-Term Incentive Compensation Plan. No amounts, grants or new terms are stated.
6 July 2006capital raising announcement● NeutralMajor
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).
What it means for a shareholder
4.5m new shares at $2.75 to raise about $12.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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.
BPZ sold 1,670,000 shares at $3.00 to four institutional and accredited investors on March 10, 2006, raising about $5.0 million. It must file a resale registration statement within 60 days of closing, with fees owed if it misses the filing or effectiveness deadlines. Shares outstanding rose to 42,282,000 (54,690,000 fully diluted).
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.
22 July 2005capital raising announcement▲ GoodMajor
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.
What it means for a shareholder
11.5m new shares at $3.00 to raise about $34.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company replaced Hein & Associates with Johnson, Miller & Co., BPZ's former auditor, effective November 17, 2004, saying it wanted BPZ's historical auditors since BPZ's financials became its own. Hein's reports for 2002 and 2003 included going-concern qualifications, and no disagreements are reported.
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.
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.
Navidec set August 30, 2004 as the record date for spinning off Navidec Financial Services, with holders getting one share of it for each Navidec share. The spin-off needs an SEC registration statement and may take time to finalize. This continues the July BPZ merger plan.
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.
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.
Navidec agreed to acquire 80% of Northsight Mortgage Group, a Phoenix mortgage broker, in exchange for up to 213,333 of its shares. Half (106,666) is issued at closing around September 30, 2003, and the rest is held in escrow, released based on Northsight's 2003 earnings and the share price.
Navidec dismissed Arthur Andersen as its auditor and hired Hein + Associates for the 2002 audit, with Audit Committee approval. Andersen's report on 2001 included a going-concern doubt paragraph, and the filing reports no disagreements with Andersen.
The company, then operating as Navidec, an e-business services firm, sold 12,258,300 CarPoint shares to CP.com Holdings, a Microsoft affiliate, for $7,695,638 (about $6.9 million net). It keeps 1,050,000 CarPoint shares, and the release says the sale causes a non-operating loss of about $750,000.
