Attached files
| file | filename |
|---|---|
| EX-99.1 - HYPERDYNAMICS CORP | v168355_ex99-1.htm |
| EX-10.1 - HYPERDYNAMICS CORP | v168355_ex10-1.htm |
| EX-10.2 - HYPERDYNAMICS CORP | v168355_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December 7, 2009 (December
2, 2009)
HYPERDYNAMICS
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
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001-32490
(Commission
File Number)
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87-0400335
(IRS
Employer Identification No.)
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One
Sugar Creek Center Blvd., #125
Sugar
Land, Texas 77478
(Address
of principal executive offices, including zip code)
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voice: (713)
353-9400
fax: (713)
353-9421
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(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
December 6, 2009, Hyperdynamics Corporation (the “Company”, “we,” or “us”)
acting for itself and as agent on behalf of its wholly-owned subsidiary, SCS
Corporation (“SCS”) entered into a Sale and Purchase Agreement (the “Sale and
Purchase Agreement”) with Dana Petroleum (E&P) Limited (“Dana”), effective
as of December 4, 2009. Under the Sale and Purchase Agreement, we
agreed to sell to Dana, as more fully described in the agreement, an undivided
23% interest (the “Participating Interest”) in our concession (the
“Concession”) off the coast of the Republic of Guinea
(“Guinea”). The Concession was granted to us under the Hydrocarbon
Production Sharing Contract, dated September 22, 2006 (the “2006 PSC”) between
the Guinea and SCS as modified by the Memorandum of Understanding between the
Guinea and SCS dated September 11, 2009 (the “2009 MOU”). A copy of
the 2006 PSC was filed as Exhibit 10.1 to our Current Report on Form 8-K that
was filed with the Securities and Exchange Commission (“SEC”) on September 28,
2006. A copy of the 2009 MOU was filed as Exhibit 10.1 to our Current
Report on Form 8-K that was filed with the SEC on September 15,
2009. We entered into the Sale and Purchase Agreement with Dana
consistent with the Agreement for Exclusive Dealing and Letter of Intent
(“Letter of Intent”) that entered into with Dana on October 14,
2009. A copy of the Letter of Intent was filed as Exhibit 10.1 to our
Current Report on Form 8-K that was filed with the SEC on October 19,
2009.
The sale
of the Participating Interest to Dana is expected to close on or before January
31, 2010 subject to customary closing conditions, including the negotiation and
execution of a joint operating agreement among us, Dana and any third parties in
addition to certain other closing documents, and receipt of all necessary
approvals from the government of Guinea. If the closing conditions
have not been satisfied by January 31, 2010, or on a later date agreed to by us
and Dana in writing, the Sale and Purchase Agreement will automatically
terminate (except for certain provisions as identified the
agreement).
Upon the
closing of the sale of the Participating Interest to Dana (the “Closing”), Dana
is obligated to pay us a pro rata portion of accrued expenses associated with
our ongoing 2-D seismic program. Under the Sale and Purchase
Agreement, Dana is also be obligated to pay us $19.6 million (the “Purchase
Price”) within ten days following the conclusion of the review by the government
of Guinea and us of the 2006 PSC (pursuant to the terms of the 2009 MOU) and the
execution of any resulting revisions or amendments (the “PSC
Clarification”) and entry into full legal effect of the PSC Clarification under
the laws of Guinea. The review of the 2006 PSC (pursuant to the 2009
MOU) is expected to be completed by March 2010. Of the Purchase
Price, Dana is obligated pay $5.0 million in cash and the remaining $14.6
million may be paid in either cash or ordinary shares of Dana Petroleum PLC, at
Dana’s sole option. Should Dana choose to pay in ordinary shares,
there would be no restriction on the immediate resale of these shares by
us. In the event the PSC Clarification is required to be approved by
an act of the parliament or similar governmental process of Guinea, then no
payment by Dana is required until such approval is obtained. If the
Purchase Price has not been paid to us within 18 months following the Closing,
we have the right under the Sale and Purchase Agreement to buy back the
Participating Right.
As we
previously disclosed in our Current Report on Form 8-K that was filed with the
SEC on December 1, 2009, on November 30, 2009, we entered into an Agreement for
Exclusive Dealing and Letter of Intent with Repsol Exploracion, S.A. (“Repsol”)
(the “Repsol Letter of Intent”). Under the Repsol Letter of Intent,
we agreed to negotiate the assignment to Repsol of a 37% interest in our
Concession. Under the terms of the Repsol Letter of Intent, we agreed
with Repsol to work to sign definitive documents no later than January 31,
2010. Under a separate letter agreement, dated December 2, 2009 (the
“Repsol Letter Agreement”), in the event that the Repsol Letter of Intent
terminates without a successful assignment, we would have 90 days to secure the
participation of an alternative major company with the financial and technical
capability to operate in deep water off the coast of West
Africa. After that 90 day period, Dana would
have the option to negotiate with us to (i) take up to an additional 27%
interest in the Concession, with consideration to be separately negotiated, and
(ii) to be designated operator of the Concession.
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A copy of
(i) the Sale and Purchase Agreement and (ii) the Letter agreement are filed as
Exhibit 10.1
and Exhibit
10.2, respectively, to this Current Report on Form 8-K. The
summary of the Sale and Purchase Agreement and Letter agreement in this Item
1.01 is qualified entirely by the terms and conditions set forth in the
respective agreements, which are incorporated herein by reference.
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Item
7.01
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Regulation
FD Disclosure.
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On
December 7, 2009, we issued a press release entitled, “Hyperdynamics Signs
Binding Sale and Purchase Agreement with Dana Petroleum for Participating
Interest in Guinea Oil and Gas Concession.” The press release is
attached as Exhibit
99.1 to this Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information disclosed
in Item 7.01 of, and Exhibit 99.1 attached
hereto, this Current Report on Form 8-K shall not be deemed “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing.
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Item
8.01
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Other
Events
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On
December 4, 2009, the President of Guinea, Moussa “Dadis” Camara, was reportedly
wounded during an assassination attempt by his former top aide. The extent
of his injuries, recovery prospects and time for recovery, are the subject of
speculation. According to media reports, General Sekouba Konate, Vice
President and Minister of Defense, is leading the coalition that is in control
of the government. Our CEO and President, Ray Leonard, and one of our
directors, Hank Cohen, a former U.S. Assistant Secretary of State, met
separately with President Camara and General Konate in Guinea in September 2009
in connection with the discussions that culminated in the signing of the 2009
MOU.
In our
recent reports on Forms 10-Q and 10-K, we have noted that doing business in
Guinea is subject to risk due to, among other things, the unstable political and
military climate. The effect of the assassination attempt on the political
and military leadership of Guinea is currently unknown, and we continue to be
subject to the risk that these uncertainties could adversely affect our plans
for operations there and in the loss or delay of our rights under the 2006 PSC
and the 2009 MOU.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number Description
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Exhibit
10.1
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Sale
and Purchase Agreement, effective as of December 4, 2009, between
HyperDynamics Corporation and Dana Petroleum (E&P)
Limited
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Exhibit
10.2
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Letter
Agreement, dated December 2, 2009, between HyperDynamics Corporation and
Dana Petroleum (E&P) Limited
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Exhibit
99.1
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Press
Release dated December 7, 2009 entitled “Hyperdynamics Signs Binding Sale
and Purchase Agreement with Dana Petroleum for Participating Interest in
Guinea Oil and Gas Concession.”
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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.
HYPERDYNAMICS
CORPORATION
Date:
December 7,
2009
By:
/s/ JASON D. DAVIS
Name:
Jason D. Davis
Title:
Chief
Financial Officer and Principal
Accounting Officer
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EXHIBIT
INDEX
| Exhibit Number | Description |
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Exhibit
10.1
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Sale
and Purchase Agreement, effective as of December 4, 2009, between
HyperDynamics Corporation and Dana Petroleum (E&P)
Limited
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Exhibit
10.2
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Letter
Agreement, dated December 2, 2009, between HyperDynamics Corporation and
Dana Petroleum (E&P) Limited
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Exhibit
99.1
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Press
Release dated December 7, 2009 entitled “Hyperdynamics Signs Binding Sale
and Purchase Agreement with Dana Petroleum for Participating Interest in
Guinea Oil and Gas Concession.”
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