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): February 25, 2021
VAALCO Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-32167 | | 76-0274813 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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9800 Richmond Avenue, Suite 700 Houston, Texas | | 77042 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (713) 623-0801
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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.10 | EGY | New York Stock Exchange
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Common Stock, par value $0.10 | EGY | London Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01Completion of Acquisition or Disposition of Assets.
As previously announced, on November 17, 2020, VAALCO Gabon S.A. (“VAALCO Gabon”), a wholly owned subsidiary of VAALCO Energy, Inc. (the “Company”), entered into a sale and purchase agreement (the “SPA”) with Sasol Gabon S.A. (“Sasol”) for the purchase of a 27.8% working interest in oil and gas producing properties in the Etame Marin block offshore Gabon (the “Acquisition”).
On February 25, 2021, VAALCO Gabon completed the Acquisition for a final cash settlement payment of $29.6 million (the “Closing Payment”). The effective date of the Acquisition is July 1, 2020 (the “Effective Date”). The Closing Payment, which was paid from cash on hand, reflected the $44.0 million purchase price less (i) a cash deposit of approximately $4.3 million paid by VAALCO Gabon on the SPA execution date, (ii) net cash flows generated from the Sasol interest from the Effective Date through the closing date and (iii) other purchase price adjustments pursuant to the SPA.
Under the terms of the SPA, a contingent payment of $5.0 million will be payable to Sasol by VAALCO Gabon if Brent oil pricing is greater than $60 per barrel for 90 consecutive days during the period from the Effective Date to June 30, 2022.
Item 7.01Regulation FD Disclosure.
On February 25, 2021, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in Item 7.01 of this report (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a), with respect to the Acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K as soon as practicable and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b), with respect to the Acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K as soon as practicable and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(d) Exhibits
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Exhibit No. |
| Description of Exhibit |
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99.1 |
| Press release, dated February 25, 2021, issued by VAALCO Energy, Inc. (furnished herewith pursuant to Item 7.01). |
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104 |
| The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURE
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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| VAALCO Energy, Inc. |
| (Registrant) |
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Date: March 1, 2021 |
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| By: | /s/ Jason Doornik |
| Name: | Jason Doornik |
| Title: | Chief Accounting Officer and Controller |
