Attached files
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EX-10.1 - CENTRAL ENERGY PARTNERS LP | v186965_ex10-1.htm |
EX-10.2 - CENTRAL ENERGY PARTNERS LP | v186965_ex10-2.htm |
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): May 25, 2010
Rio
Vista Energy Partners L.P.
(Exact name of registrant as specified
in its charter)
Delaware
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000-50394
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20-0153267
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2121
Rosecrans Ave., Suite 3355
El
Segundo, California
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90245
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 563-1828
Inapplicable
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(Former
name or former address if changed since last
report.)
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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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 May
25, 2010, Rio Vista Energy Partners L.P. (“Rio Vista”), Penn Octane Corporation
(“Penn Octane”) and Central Energy, LLC (“Central Energy”) entered into a
Securities Purchase and Sale Agreement (the “Agreement”). Pursuant to
the terms of the Agreement, Rio Vista has agreed to issue and sell to Central
Energy 12,724,019 newly issued Common Units of Rio Vista (the “Common Units”),
which Common Units will, when issued, represent 80% of the Common Units of Rio
Vista on a fully diluted basis, and Penn Octane will sell its 75% interest and
will sell and/or cause to be sold the remaining 25% interest held by a third
party of the limited liability company interests in Rio Vista GP, LLC (“GP”),
the general partner of Rio Vista. The purchase price for the sale of
the Common Units is $3,852,291. The purchase price for the sale of
100% of the limited liability company interests in the GP will be $147,709,
which amount will be contributed by Penn Octane to the GP and then by the GP to
Rio Vista simultaneously with the closing under the Agreement. As a
result of the foregoing, Central Energy will obtain control of Rio Vista by
virtue of its ownership of 100% of the GP.
The
proceeds received by Rio Vista will be used to settle all of the liabilities and
contingent claims outstanding against it. The total liabilities of
Rio Vista are currently significantly in excess of the proceeds to be
received. Accordingly, the closing of the transaction is contingent
on Rio Vista’s creditors, including Penn Octane, accepting significant
discounts. Rio Vista will utilize approximately $1.2 million of the
proceeds from the transaction, subject to adjustment as described in the
Agreement, to settle all amounts owing from the promissory note issued by Rio
Vista to Penn Octane and all other intercompany advances made between Penn
Octane and GP to Rio Vista or its subsidiaries and the remaining proceeds will
be used to settle other creditors and contingent obligations, transaction costs
and/or for other payments and reserves related to Rio Vista as more fully
described in the Agreement. As described above, Penn Octane
also agreed to sell the GP interests to facilitate the closing of the
transaction and to receive the proceeds referred to above. The total
liabilities of Penn Octane are currently significantly in excess of the proceeds
to be received.
Currently
Rio Vista has negative working capital. Rio Vista does not have any
sources of cash or assets other than its interest in Regional Enterprises Inc.
(“Regional”). Regional also has negative working
capital. Furthermore, as described in Item 2.04 below, under
Regional’s amended loan agreement; Regional is prohibited from making any
distributions and/or advances to Rio Vista. The closing of the
transaction is subject to Rio Vista’s satisfying all of the
liabilities and contingent claims outstanding against it, including Rio Vista’s
creditors accepting significant discounts, and certain other conditions to
closing, and, therefore, there is no assurance that the sale of the Common Units
and the limited liability company interests in the GP will be
consummated. Under the terms of the Agreement, the Closing shall
occur by June 4, 2010 but may be extended by Central Energy until July 1, 2010
at its sole discretion. Because of Rio Vista’s financial position
(including that of its sole operating subsidiary, Regional), if the closing does
not occur, Rio Vista will likely be required to seek protection under US
Bankruptcy laws. In the opinion of management, if such protection
were sought, the amounts recoverable to creditors will be significantly less
than amounts being offered pursuant to the Agreement.
A copy of
the Agreement is included as an exhibit to this Form 8-K and is incorporated by
reference into this Item 1.01. The foregoing summary of certain provisions of
this document is qualified in its entirety by reference thereto.
Item
2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On May
25, 2010, Regional Enterprises Inc. (“Regional”), a wholly-owned subsidiary of
Rio Vista Energy Partners L.P. (“Rio Vista”) and RZB Finance LLC (“RZB”) entered
into a Seventh Amendment (“Seventh Amendment”) in connection with the Loan
Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise
modified from time to time, the “Loan Agreement”).
Under the
terms of the Seventh Amendment, the maturity date was extended until May 31,
2014 and monthly principal amortization requirements were adjusted as
follows:
May 2010
through April 2011 $50,000 Monthly amortization
May 2011
through April 2012 $70,000 Monthly amortization
May 2012
through April 2013 $90,000 Monthly amortization
May 2013
through April 2014 $100,000 Monthly amortization
May 2014
$50,000
Under the
terms of the Seventh Amendment, Regional will be required to provide audited
financial statements for the year ended December 31, 2009 by September 30, 2010
and subsequent annual audited financial statements within 90 days after the end
of each subsequent annual period. In addition, the Seventh Amendment
includes additional restrictive covenants related to change in control, change
in management and distributions of cash.
In
connection with the Loan Agreement, all of Regional’s tangible assets and 100%
of Regional’s stock are pledged as collateral against the Loan
Agreement. RZB has the right to foreclose on the assets of Regional
in order to recover amounts owing under the Loan Agreement.
A copy of
the Seventh Amendment is included as an exhibit to this Form 8-K and is
incorporated by reference into this Item 2.04. The foregoing summary of certain
provisions of this document is qualified in its entirety by reference
thereto.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed with this report:
10.1
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Securities
purchase and sale agreement between Central Energy, LLC, Rio Vista Energy
Partners, L.P. and Penn Octane Corporation, dated May 25, 2010. All
schedules described in this exhibit have been omitted and will be
furnished supplementally to the Securities and Exchange Commission upon
request.
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10.2
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Seventh
Amendment dated as of May 21, 2010 between RZB Finance LLC and Regional
Enterprises Inc. All schedules described in this exhibit have been omitted
and will be furnished supplementally to the Securities and Exchange
Commission upon request.
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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.
RIO
VISTA ENERGY PARTNERS L.P.
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By:
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Rio
Vista GP LLC, its
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General
Partner
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By:
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/s/
Ian T. Bothwell
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Name:
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Ian
T. Bothwell
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Title:
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Acting
Chief Executive Officer, Acting President, Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary (Principal Executive, Financial
and Accounting Officer)
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Date: May
28, 2010
EXHIBIT
INDEX
Exhibit No.
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Description
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10.1
10.2
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Securities
purchase and sale agreement between Central Energy, LLC, Rio Vista Energy
Partners, L.P. and Penn Octane Corporation, dated May 25,
2010. All schedules described in this exhibit have been omitted
and will be furnished supplementally to the Securities and Exchange
Commission upon request.
Seventh
Amendment dated as of May 21, 2010 between RZB Finance LLC and Regional
Enterprises Inc. All schedules described in this exhibit have
been omitted and will be furnished supplementally to the Securities and
Exchange Commission upon request.
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