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BPZ > SEC Filings for BPZ > Form 8-K on 19-Sep-2013All Recent SEC Filings

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Form 8-K for BPZ RESOURCES, INC.


19-Sep-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob


Item 1.01 Entry into a Material Definitive Agreement.

On September 16, 2013, BPZ Resources, Inc. ("the Company") received a waiver letter for the $40 million Amended and Restated Credit Agreement dated May 9, 2013 by and among Credit Suisse AG, Cayman Islands Branch ("Credit Suisse"), the Company and its subsidiaries Empresa Eléctrica Nueva Esperanza S.R.L. and BPZ Exploración & Producción S.R.L. Credit Suisse provided the waiver letter with respect to certain provisions of the $40 million Amended and Restated Credit Agreement to allow the Company to refinance a portion of its outstanding 6.50% Convertible Notes due 2015 (the "6.50% Notes"), including the repurchase of a portion of the 6.50% Notes in individually negotiated transactions, on potentially varying terms, using proceeds from the offering announced below in Item 7.01 of this Current Report on Form 8-K. A copy of the waiver letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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 set forth above under Item 1.01 in this Current Report regarding the waiver letter under the Company's $40 million Amended and Restated Credit Agreement is hereby incorporated by reference into this Item 2.03.



Item 7.01 Regulation FD Disclosure.

On September 18, 2013, the Company issued a press release announcing the underwritten public offering, subject to market and other conditions, of approximately $110 million aggregate principal amount of its Convertible Senior Notes due 2017 (the "2017 Notes"). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the Company's corporate presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for 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, unless specifically incorporated by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by Item 7.01.



Item 8.01 Other Events.

In connection with the offering of the 2017 Notes, the Company disclosed updated risk factors to prospective investors. The Company's updated risk factors are filed on Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                 Description

Exhibit 10.1    Waiver Letter dated as of September 16, 2013 with respect to that
                certain $40,000,000 Amended and Restated Credit Agreement, by and
                among Empresa Eléctrica Nueva Esperanza S.R.L., as borrower, BPZ
                Resources, Inc. and BPZ Exploración & Producción S.R.L., as
                guarantors, and the Lenders Party and Credit Suisse AG, Cayman
                Islands Branch, as Administrative Agent, and Credit Suisse
                International, as Arranger, dated as of May 9, 2013.

Exhibit 99.1    BPZ Resources, Inc.'s Press Release, dated September 18, 2013.

Exhibit 99.2    BPZ Resources, Inc.'s Convertible Senior Notes Offering Investor
                Presentation.

Exhibit 99.3    BPZ Resources, Inc.'s Risk Factors.


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