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 29, 2007
BPI Energy Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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| British Columbia, Canada | | 001-32695 | | 75-3183021 |
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(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 30775 Bainbridge Road, Suite 280, Solon, Ohio | | 44139 |
| | | |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code(440) 248-4200
(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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On November 29, 2007, BPI Energy Holdings, Inc. and its wholly owned subsidiary, BPI Energy, Inc. (“BPI Energy”), entered into an amendment to BPI Energy’s Advancing Term Credit Agreement (the “Credit Agreement”), originally entered into as of July 27, 2007, with GasRock Capital LLC (“GasRock”).
The amendment extends the date until which BPI Energy may request loans under the Credit Agreement, and the date upon which all amounts outstanding under the Credit Agreement will be due and payable, from July 25, 2008 to January 30, 2009. The date to which GasRock may, at its option, extend the Credit Agreement has been extended from July 29, 2011 to January 30, 2013.
The amendment also increases the initial commitment under the Credit Agreement from $10.2 million to $10.7 million. BPI Energy received a loan of $9.1 million from this initial commitment on July 27, 2007.
A copy of the amendment has been filed as an exhibit hereto and is hereby incorporated herein by reference.
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| Item 2.03 | | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
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| Item 9.01 | | Financial Statements and Exhibits. |
| 10.1 | | First Amendment to Advancing Term Credit Agreement, dated as of November 29, 2007, by and among BPI Energy, Inc., as Borrower, BPI Energy Holdings, Inc., as Guarantor, and GasRock Capital LLC, as Lender. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | BPI Energy Holdings, Inc.
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| | By: | /s/ James G. Azlein | |
| | | James G. Azlein | |
| | | Chief Executive Officer and President | |
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Date: November 4, 2007
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 10.1 | | First Amendment to Advancing Term Credit Agreement, dated as of November 29, 2007, by and among BPI Energy, Inc., as Borrower, BPI Energy Holdings, Inc., as Guarantor, and GasRock Capital LLC, as Lender. |
