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| ZAZA > SEC Filings for ZAZA > Form 8-K/A on 25-Jan-2013 | All Recent SEC Filings |
25-Jan-2013
Completion of Acquisition or Disposition of Assets, Financial Statements and E
On December 21, 2012, ZaZa Energy Corporation (the "Company"), pursuant to that certain Share Purchase Agreement dated November 13, 2012 (the "Purchase Agreement"), through its wholly-owned subsidiary ZaZa France SAS ("Seller"), completed the sale of 100% of the shares in ZaZa Energy France SAS to Vermillion REP SAS, a wholly-owned subsidiary of Vermillion Energy Inc.
Upon the closing, the net purchase price paid to Seller was approximately $76.0
million in cash following the application of certain closing adjustments
required by the Purchase Agreement. Following reductions for advisor fees,
estimated liquidation costs and taxes, the net proceeds to Company were
approximately $68.0 million. The Company used approximately half of the net
proceeds to pay down part of its remaining senior secured notes. Additionally,
as part of the Paris Basin Agreement signed with Hess Corporation ("Hess") in
July 2012, $15.0 million of the sales proceeds will be held in escrow until all
exploration permits for the Paris Basin are successfully transferred to Hess.
The remaining net proceeds will be used by the Company to fund its development
program.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2012 and incorporated herein by reference.
(b) Pro Forma Financial Information.
This Current Report on Form 8-K/A of ZaZa Energy Corporation (the "Company") amends the Company's Current Report on Form 8-K filed on December 27, 2012. This Amendment is being filed solely to furnish pro forma information with respect to the divestiture of the Company's wholly-owned subsidiary ZaZa Energy France SAS.
The unaudited pro forma consolidated financial statements giving effect to the disposition of as of September 30, 2012 and for the three and nine months ended September 30, 2012 as Exhibit 99.1.
The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:
Exhibit No. Description
2.1 Share Purchase Agreement, dated November 13, 2012, by and between
ZaZa France SAS and Vermillion REP SAS (incorporated herein by
reference to Exhibit 10.1 to ZaZa Energy Corporation's Current
Report on Form 8-K filed on November 19, 2012)
99.1* Unaudited Pro Forma Consolidated Financial Statements of ZaZa
Energy Corporation
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* Filed herewith.
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