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
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Date of report (Date of earliest event reported)
October 7, 2005
VTEX Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-22661 76-0582614
(Commission File Number) (IRS Employer Identification No.)
8303 Southwest Freeway, Suite 950
Houston, Texas 77074
(Address of Principal Executive Offices and Zip code)
(713) 773-3284
(Registrant's Telephone Number, Including Area Code)
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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 (see General Instruction A.2 below):
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement
On October 7, 2005, VTEX Energy, Inc. and its wholly owned subsidiary,
Viking International Petroleum, PLC, (collectively the "Company") entered into
an agreement with Marathon Capital, LLC ("Marathon") and U.S. Energy Systems,
Inc. ("USEY"), referred to collectively as the "Acquirors" pursuant to which the
"Acquirors" will jointly acquire certain energy assets in the United Kingdom.
The energy assets to be acquired include gas field licenses, (with proved
recoverable gas reserves estimated to exceed 60 billion cubic feet), gas
gathering and processing systems and a related gas turbine power plant. The gas
field licenses are owned by Viking Petroleum UK Limited, an entity in which the
Company has an approximate 26% ownership interest. The gas turbine plant has a
capacity ranging from 40 to 45 megawatts.
The Acquirors will organize an entity ("Newco") to acquire these assets.
Twenty-five percent (25%) of Newco will be owned by each of Marathon and VTEX in
consideration of their contribution of assets and/or services, and 50% will be
owned by an entity USEY will organize ("Investco") in consideration of a capital
contribution described below. USEY is obligated to make an equity contribution
of up to $5 million in Investco, subject to reduction under certain
circumstances as more fully described below. Investco will fund the expenses of
the proposed acquisition and will contribute its capital, through Newco, toward
the purchase price of the assets. Although Investco will initially be wholly
owned by USEY, the Company and Marathon may elect, during the 60 days following
the signing of this agreement, to invest up to $2 million in Investco and
thereby acquire up to a combined 33.333% equity interest. Such investment would
represent an approximate 10% to 20% premium over the investment made by USEY.
USEY's obligation to contribute capital to Investco may be reduced by an amount
equal to the investment made by or on behalf of the Company and Marathon
Distributions from Newco will generally be 90% to Investco and 5% to each
of the Company and Marathon until Investco recovers its investment in Newco plus
interest at 12% per annum. Thereafter, Newco's distributions will be 50% to
Investco and 25% to each of the Company and Marathon. Distributions from
Investco will be made on a pro rata basis based on each member's equity
ownership interest.
It is anticipated that the aggregate purchase price for the assets will be
approximately $60 million, of which $5 million will consist of the contributed
capital into Investco. Additional funding of the acquisition is expected to
consist of project financing secured by the acquired assets.
The Company and the other parties to this agreement intend to negotiate
additional documentation providing for their respective rights and obligations
regarding their ownership interests in Newco and Investco, the proposed
acquisition of these assets and the related financing arrangements. There can be
no assurance that these assets will ultimately be acquired, or that the
prosposed transaction will be profitable for the Company.
SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VTEX ENERGY, INC.
Date: October 17, 2005 By: /s/ Randal B. McDonald, Jr.
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Randal B. McDonald, Jr.
Chief Financial Officer
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Exhibit 10.1
April 26, 2005
Mr. Eugene A. Noser, Jr. Old Jersey Oil Ventures, LLC 8 Sunset Drive Chatham,
New Jersey, 07928
Dear Gene:
This letter will evidence our agreement to restructure the indebtedness of VTEX
Energy, Inc. (VTEX) to Old Jersey Oil Ventures, LLC ("OJOV"). Currently, VTEX is
indebted to OJOV pursuant to a Credit Agreement, a production payment and
unsecured advances as well as accrued interest. It is our intent effective April
30, 2005 that all indebtedness of VTEX shall be restructured, placed under the
Credit Agreement and secured by the collateral currently pledged pursuant to the
Credit Agreement. The Credit Agreement shall be restructured to require accrual
of interest for six months, payment of interest only for one year and repayment
of principal and interest over the next four years. We both agree to execute
appropriate documentation to implement this agreement.
If this is your understanding of our agreement, please execute in the space
provided.
Thank you for your continued support.
Very truly yours,
VTEX ENERGY, INC. OLD JERSEY OIL VENTURES, LLC
Stephen Noser Eugene A. Noser, Jr.
President President
Exhibit 99.1
FOR IMMEDIATE RELEASE
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VTEX ANNOUNCES RESTUCTURING OF OVER $3 MILLION IN DEBT
HOUSTON - May 3, 2005 - VTEX Energy, Inc. (OTC Bulletin Board: VXEN) announced
it reached agreement with its primary senior, secured lender, Old Jersey Oil
Ventures, Inc., to consolidate and restructure in excess of $3 million in debt.
This agreement will consolidate into a single secured facility, debt currently
classified as a line of credit from a related party ($1.8 million), a production
payment from a related party ($0.9 million) and a portion of advances from
related parties and accrued interest ($0.9 million). This new facility will
accrue interest for the first six months, with interest only payable over the
next year. Thereafter, interest and principal will be amortized over the
following four years.
"The effect of this agreement is to move $3.6 million of our short term debt and
accrued interest to long term debt," said Stephen Noser, President of VTEX. "It
is a major step forward in our efforts to improve the Company's financial
condition."
VTEX Energy, Inc. is a Houston based, independent energy company, engaged in the
acquisition, development and production of oil and natural gas reserves. The
Company currently has two properties, Bateman Lake Field located in St. Mary's
Parish, Louisiana, and Mustang Island Field located offshore Kleberg County,
Texas.
This press release includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. The information in this news release includes
certain forward-looking statements that are based upon assumptions that in the
future may prove not to have been accurate and are subject to significant risks
and uncertainties, including statements as to the future performance of the
company. Although the Company believes that the expectations reflected in its
forward-looking statements are reasonable, it can give no assurance that such
expectations or any of its forward-looking statements will prove to be correct.
Factors that could cause results to differ include, but are not limited to,
successful performance of internal plans, product development acceptance, and
the impact of competitive services and pricing and general economic risks and
uncertainties.
For more information contact investor relations: VTEX Energy, Inc. at
713-773-3284.