Attached files
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| EX-10.5 - CENTRAL ENERGY PARTNERS LP | v203823_ex10-5.htm |
| EX-10.1 - CENTRAL ENERGY PARTNERS LP | v203823_ex10-1.htm |
| EX-10.2 - CENTRAL ENERGY PARTNERS LP | v203823_ex10-2.htm |
| EX-10.4 - CENTRAL ENERGY PARTNERS LP | v203823_ex10-4.htm |
| EX-10.3 - CENTRAL ENERGY PARTNERS LP | v203823_ex10-3.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): November 17, 2010
Rio
Vista Energy Partners L.P.
(Exact name of registrant as specified
in its charter)
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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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8150 North Central Expressway
Suite 1525
Dallas, Texas
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75206
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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: (214) 378-5800
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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:
¨ 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
November 17, 2010, Rio Vista Energy Partners L.P. (“Rio Vista”), Penn Octane
Corporation (“Penn Octane”) and Central Energy, LP, a Delaware limited
partnership (as successor by assignment to Central Energy, LLC) (“Central
Energy”) entered into a Fourth Amendment to Securities Purchase and Sale
Agreement (the “Fourth Amendment”), amending the Securities Purchase and Sale
Agreement dated May 25, 2010 (as amended, the “Agreement”) in
connection with the closing of the transactions contemplated under the Agreement
(the “Closing”) (see Item 2.01 below). The Closing occurred on
November 17, 2010, simultaneously with the entry by Rio Vista into the Fourth
Amendment. The material terms of the Agreement (prior to the Fourth
Amendment) are disclosed in Forms 8-K filed by Rio Vista with the Securities and
Exchange Commission on May 28, 2010 and August 13, 2010. Under the
terms of the Fourth Amendment, the $3,950,291 cash purchase price for 12,724,019
common units in Rio Vista issued and sold to Central Energy at the Closing was
adjusted to permit payment of $1.0 million of such purchase price in the form of
a nine-month secured promissory note from Central to Rio Vista
(“Note”). However, at the Closing, the Note was paid in full at the
Closing and immediately cancelled. Under the terms of the Fourth
Amendment, Rio Vista also agreed to grant piggy back registration rights with
respect to the common units in Rio Vista held by Penn Octane at the time of
Closing.
In
connection with the Closing, additional agreements each dated as of November 17,
2010 were entered into, including the following:
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a.
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Conditional
Acceptance Of Settlement Offer And Release (“Release”) by and among Rio
Vista and each of Ian T. Bothwell (“Bothwell”), Chief Executive Officer of
Penn Octane and Rio Vista GP LLC (“GP”), the general partner of Rio Vista,
Bruce I. Raben, Ricardo Rodriguez, Murray J. Feiwell, Nicholas J. Singer
and Douglas L. Manner. Each of Mr. Raben, Mr. Rodriguez, Mr.
Feiwell, Mr. Singer and Mr. Manner was a member of the Board of Managers
of GP and, except for Mr. Feiwell, each is a member of the Board of
Directors of Penn Octane (each an “RVEP Insider” and collectively, the
“RVEP Insiders”).
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b.
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Mutual
Release by and among Penn Octane and Rio Vista and
GP.
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c.
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Release
Agreement between Central Energy, Rio Vista and GP and the RVEP
Insiders.
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A copy of
the above referenced agreements are included as exhibits to this Form 8-K and
are incorporated by reference into this Item 1.01. The foregoing summary of
certain provisions of these documents are qualified in their entirety by
reference thereto.
Item 1.02. Termination
of a Material Definitive Agreement
In
connection with the Closing as described in Item 2.01 of this Current Report,
the Omnibus Agreement dated as of September 16, 2004 among Penn Octane, GP, Rio
Vista and Rio Vista Operating Partnership, L.P., a Delaware limited partnership
(as amended, the “Omnibus
Agreement”) was terminated effective immediately upon the
Closing. The Omnibus Agreement was originally entered to ensure the
continued operation of the business of Penn Octane and its affiliates (the
“Business”) following
the formation of Rio Vista and GP, pursuant to which Penn Octane agreed to
provide, inter alia,
the employees, corporate staff, support services and administrative services
necessary to operate the Business. Upon the Closing and the sale by
Penn Octane of its ownership interest in GP, and in view of the limited
operations of GP, Rio Vista or its subsidiaries, the parties agreed to terminate
the Omnibus Agreement effective upon the Closing.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
November 17, 2010, Rio Vista, Penn Octane and Central Energy completed the
transactions associated with the Agreement at the Closing. Pursuant
to the terms of the Agreement, Rio Vista sold to Central Energy 12,724,019 newly
issued Common Units of Rio Vista (the “Common Units”), which Common Units,
represent approximately 80% of the Common Units of Rio Vista on a fully diluted
basis, and Penn Octane sold or caused to be sold all of the interests in GP, the
general partner of Rio Vista. The purchase price for the sale of the
Common Units was $3,950,291. The purchase price for the sale of 100%
of the limited liability company interests in the GP was $149,709, which amount
was 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, Rio Vista is now controlled by Central Energy by virtue of its
ownership of the GP and majority ownership of the common units of Rio
Vista.
Approximately
$3.4 million of the proceeds received by Rio Vista were used to settle a
significant portion of Rio Vista’s liabilities and contingent claims outstanding
against it. As part thereof, , Rio Vista utilized $1.2 million of the
proceeds from the transaction, to settle all amounts owing under a $2.6 million
promissory note made by Rio Vista in favor of Penn Octane and all other
intercompany advances made between Penn Octane, on the one hand, and GP, Rio
Vista and Rio Vista’s subsidiaries, on the other hand. The remaining
proceeds of the purchase price will be used to pay transaction costs, other
payables and reserves related to Rio Vista as more fully described in the
Agreement which were not immediately paid from the disbursements noted above,
and for working capital.
Upon the
Closing, Rio Vista moved its executive offices to 8150 North Central Express
Way, Suite 1525, Dallas, Texas 75206 with a new telephone number of
214-378-5800.
A copy of
the Agreement is included as an exhibit to this Form 8-K and is incorporated by
reference into this Item 2.01. The foregoing summary of certain provisions of
this document is qualified in its entirety by reference thereto.
Item
3.02. Unregistered Sales of Equity Securities.
In
connection with the Agreement (see Item 1.01 and Item 2. 01 of this Current
Report), on November 17, 2010, Rio Vista completed the Closing under the
Agreement which consisted of Rio Vista issuing Central Energy 12,724,019 newly
issued common units of Rio Vista in a private placement. These common
units represent approximately 80% of Rio Vista’s common units outstanding after
giving effect to their issuance. The aggregate purchase price for the
common units was $3,950,291, paid in cash at the Closing.
The
issuance was exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof because the issuance did not
involve a public offering of securities.
Item 5.01.
Changes In Control Of Registrant
As
described in Item 2.01 of this Current Report, Rio Vista is now controlled by
Central Energy, a Delaware limited partnership. Upon the Closing,
Central Energy acquired 100% of the membership interests in GP and common units
representing approximately 80% of the issued and outstanding common units of Rio
Vista. Central Energy is, in turn, controlled by Central Energy, LLC,
a Delaware limited liability company and the general partner of Central Energy.
In addition to the general partnership interest in Central Energy, Central
Energy, LLC also holds approximately 70% of the Class A limited partnership
interests in Central Energy. The Class B limited partnership interests that are
held by other third party investors in Central Energy. Central Energy
LLC is owned 50% by Carter Montgomery and 50% by Imad
Anbouba. Messrs. Montgomery and Anbouba are the Managing Members of
Central Energy and are managers and officers of GP (see Item 5.02
below).
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Item 5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Resignation of
Directors
On
November 17, 2010, in connection with the Closing, the following managers of the
GP tendered their resignations effective immediately upon the Closing (see Item
2.01 of this Current Report): Bruce I. Raben, Ricardo Rodriguez, Murray J.
Feiwell, Nicholas J. Singer and Douglas L. Manner (each a “GP Manager” and
collectively, the “GP Managers”). In addition, the GP Managers also entered into
a release agreement, which among other things, provided for the settlement of
all past amounts owing by Rio Vista to the GP Managers as of the date of the
Closing. The settlement amounts were paid from the proceeds received by Rio
Vista at Closing. (See Exhibit 10.2)
Election of
Managers
On
November 17, 2010, the Board of Managers of Rio Vista GP LLC (“Rio Vista GP”),
the general partner of Rio Vista Energy Partners L.P. (“Rio Vista”), elected the
following individuals as members of the Board of Managers of Rio Vista GP: Imad
K. Anbouba and Carter Montgomery. Below is brief biographical information
regarding each new manager.
Imad K. Anbouba. Since
November 30, 1999, Mr. Anbouba has been the
President of MarJam Global Holdings, Inc., headquartered in Dallas, Texas
(“MarJam”). MarJam is focused on business development activities and investments
in the oil & gas, mid-stream and chemical sectors. Since July 26, 2005, Mr.
Anbouba has also been the President and General Partner of AirNow Industrial
Compression Services, Ltd, a Texas limited liability partnership with offices in
Dallas, Texas and Madill, Oklahoma (“AirNow”). AirNow provides large capacity,
electric motor driven, industrial air compressors to various industries
including refineries, petrochemical, nuclear and other power plants on a rental
basis. Mr. Anbouba is also the President and Managing Member of Total
Compression Systems, LLC, a Texas limited liability company with offices in
Dallas and Midland, Texas and Eunice, New Mexico (“Total”). Total provides gas
engine and electric motor driven, gas compressors to the Oil & Gas and
Petrochemical sectors. In addition to being the President of MarJam, AirNow and
Total, Mr. Anbouba is the Vice Chairman, Developer and Co-Founder of Qatar
Chlorine, a closed stock company located in the country of Qatar. Qatar Chlorine
is a chemical manufacturing and distribution company. Mr. Anbouba is a petroleum
engineer with over 30 years of experience in the oil & gas, mid-stream and
petrochemical industries. He previously served Triton Energy Limited in various
senior managerial positions. He attended Centenary College of Louisiana and
holds a degree in petroleum engineering from Louisiana Tech
University.
Carter Montgomery. During the period from
2007 – 2009, Mr. Montgomery founded and served as President and Chief Executive
Officer of Clipper Energy, a Kansas exploration and production company. Clipper
Energy was merged into a joint venture in 2009. During the period 1994 – 2007,
Mr. Montgomery founded and served as Chairman, President and Chief Executive
Officer of Longhorn Partners Pipeline (“Longhorn”), a refined products pipeline
venture. During Mr. Montgomery’s term, Longhorn developed a 750 mile refined
products system from Houston, TX to El Paso, TX. Longhorn was sold in 2007 to
Flying J Corporation. Mr. Montgomery has been involved in the mid-stream
business since 1988 including acquisition and development of gas processing,
natural gas gathering and hydrocarbons transportation system.
In
connection with certain agreements between Central Energy and its investors
(“Investors”), the Investors have the right to appoint two members to the Board
of Managers of the GP. The Investors have yet to appoint such
members.
Appointment of
Co-Presidents
On
November 17, 2010, the Board of Managers of GP, the general partner of Rio
Vista, appointed Mr. Anbouba and Mr. Montgomery as Co-Presidents of the General
Partner. No compensation arrangements for Mr. Anbouba or Mr. Montgomery have
been determined as of the date of this Current Report.
Appointment of Executive
Vice President
On
November 22, 2010, the Board of Managers of GP, the general partner of Rio
Vista, appointed Ian T. Bothwell as Executive Vice President and Secretary of
the General Partner. Mr. Bothwell will continue to serve as the Chief
Financial Officer of the General Partner, positions that Mr. Bothwell has held
with GP since 2004.
In
connection with the appointment of Mr. Anbouba and Mr. Montgomery as
Co-Presidents of GP, Mr. Bothwell was removed as Chief Executive Officer
and President and Treasurer of the GP, effective upon the appointments of Mr.
Anbouba and Mr. Montgomery. In addition, Mr. Bothwell no longer serves as
Treasurer of the GP.
On
November 22, 2010, in connection with Mr. Bothwell’s appointment as Executive
Vice President and the removal as Chief Executive Officer and President and
Treasurer, the Board of Managers of the GP approved the payment of approximately
$80,000 to Mr. Bothwell. In addition, Mr. Bothwell’s salary was increased to
$275,000 annually.
In
addition, in connection with the Closing, Mr. Bothwell entered into a release
agreement with Rio Vista, which among other things, provided for the settlement
of all past amounts owing to Mr. Bothwell as of the date of the Closing. The
settlement amounts were paid from the proceeds received by Rio Vista at
Closing.
Item 9.01
Financial Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibits are filed with this report:
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10.1
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Fourth
Amendment to Securities Purchase and Sale Agreement between Central
Energy, LLC, Rio Vista Energy Partners, L.P. and Penn Octane Corporation,
dated November 17, 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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Conditional
Acceptance of Settlement Offer and Release dated as of November 17, 2010,
by and between among each of Ian T. Bothwell, Bruce I. Raben, Ricardo
Rodriguez, Murray J. Feiwell, Nicholas J. Singer and Douglas L. Manner, on
the one hand, and Rio Vista Energy Partners,
L.P.
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10.3
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Mutual
Release dated as of November 17, 2010, by and among Penn Octane
Corporation, Rio Vista Energy Partners, L.P. and Rio Vista GP,
LLC.
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10.4
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Release
dated as of November 17, 2010 by Rio Vista Energy Partners, L.P., Rio
Vista GP, LLC and Central Energy, LP, and the persons identified on
Schedule I attached thereto
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10.5
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Termination
Agreement dated as of November 17, 2010 among Penn Octane Corporation, Rio
Vista GP, LLC, Rio Vista Energy Partners, L.P. and Rio Vista Operating
Partnership.
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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.
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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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Executive
Vice President, Chief Financial Officer and Secretary (Principal Financial
and Accounting Officer)
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Date:
November 23, 2010
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Fourth
Amendment to Securities Purchase and Sale Agreement between Central
Energy, LLC, Rio Vista Energy Partners, L.P. and Penn Octane Corporation,
dated November 17, 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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Conditional
Acceptance of Settlement Offer and Release dated as of November 17, 2010,
by and between among each of Ian T. Bothwell, Bruce I. Raben, Ricardo
Rodriguez, Murray J. Feiwell, Nicholas J. Singer and Douglas L. Manner, on
the one hand, and Rio Vista Energy Partners, L.P.
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10.3
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Mutual
Release dated as of November 17, 2010, by and among Penn Octane
Corporation, Rio Vista Energy Partners, L.P. and Rio Vista GP,
LLC.
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10.4
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Release
dated as of November 17, 2010 by Rio Vista Energy Partners, L.P., Rio
Vista GP, LLC and Central Energy, LP, and the persons identified on
Schedule I attached thereto.
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10.5
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Termination
Agreement dated as of November 17, 2010 among Penn Octane Corporation, Rio
Vista GP, LLC, Rio Vista Energy Partners, L.P. and Rio Vista Operating
Partnership.
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