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): June 30, 2015
ZAZA ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | | 001-35432 | | 45-2986089 |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
1301 McKinney Street, Suite 2800
Houston, Texas | | 77010 |
(Address of principal executive offices) | | (Zip Code) |
(713) 595-1900
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on February 21, 2012, ZaZa Energy Corporation (“our” or the “Company”) issued and sold Senior Secured Notes due 2017 (the “Senior Secured Notes”) in the aggregate principal amount of $100,000,000 and warrants to purchase shares of the Company’s common stock pursuant to a securities purchase agreement (as amended, the “Senior Secured Notes Purchase Agreement”) with MSDC ZEC Investments, LLC (“MSDC”), Senator Sidecar Master Fund LP (“Senator”), O-CAP Offshore Master Fund, L.P. (“O-CAP Master Fund”), O-CAP Partners, L.P. (“O-CAP Partners”), Capital Ventures International (“Capital Ventures”), Talara Master Fund, LTD. (“Talara”), Blackwell Partners, LLC (“Blackwell”), Permal Talara LTD. (“Permal Talara”) and Winmill Investments LLC (“Winmill,” and, collectively with MSDC, Senator, O-CAP Master Fund, O-CAP Partners, Capital Ventures, Talara, Blackwell and Permal Talara, the “Purchasers”).
Pursuant to Amendment No. 8 to the Senior Secured Notes Purchase Agreement (“Amendment No. 8”), the Company had agreed with the Purchasers to prepay, on May 29, 2015, the approximately $13.9 million in aggregate principal amount outstanding under the Senior Secured Notes, plus accrued and unpaid interest and a cash amendment fee in an amount equal to 3% of the aggregate outstanding principal amount (the “Senior Secured Notes Prepayment”). On May 29, 2015, the Company completed execution of a consent with the Purchasers to extend the date of the Senior Secured Notes Prepayment from May 29, 2015 to June 30, 2015 in exchange for a consent fee equal to an additional 3% of the aggregate outstanding principal amount of the Senior Secured Notes.
On June 30, 2015, the Company completed execution of a consent (the “June 2015 Consent”) with the Purchasers to extend the date of the Senior Secured Notes Prepayment from June 30, 2015 to July 15, 2015.
The Company is currently in discussions with third party financing sources for a possible transaction to refinance the outstanding principal amount of the Senior Secured Notes. There is no assurance that the Company will be able to complete such a transaction on favorable terms or at all.
The foregoing description of the June 2015 Consent does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the June 2015 Consent attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information provided in Item 1.01 of this Current Report is incorporated into this Item 2.03 by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
The information provided in Item 1.01 of this Current Report is incorporated into this Item 2.04 by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No. | | Description |
10.1 | | Consent to Extension of Prepayment Date, dated June 30, 2015 |
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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.
Dated: June 30, 2015
ZaZa Energy Corporation | | |
| | | |
| | | |
By: | /s/ Todd A. Brooks | | |
| Todd A. Brooks President and Chief Executive Officer | | |
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EXHIBIT INDEX
Exhibit No. | | Description |
10.1 | | Consent to Extension of Prepayment Date, dated June 30, 2015 |
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