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Replies to post #1984 on BPZ Res. Inc. (fka BPZRQ)
On July 30, 2015, the Company completed the transactions contemplated by the Spin-Off Contract (the “Spin-Off”), pursuant to which the Company agreed to sell: (i) all of the rights and obligations of BPZ Exploración & Producción S.R.L. ,Per a uvian sociedad de responsabilidad limitada (“BPZ E&P”), under the license contracts of onshore Blocks XIX, XXII and XXIII (the “Onshore Block Licenses”) in northwestern Peru to Upland Oil & Gas, S.R.L., a qualified operator as defined under Peruvian law as designated by Zorritos; (ii) all cash and other collateral supporting any corporate or financial guarantees granted or issued by BPZ E&P with respect to the Onshore Block Licenses; (iii) certain material and supplies of BPZ E&P related to the Onshore Block Licenses; (iv) the intellectual property related to the Onshore Block Licenses; (v) all equity interests in the Company’s power generation subsidiary Empresa Eléctrica Nueva Esperanza S.R.L. , a Peruvian sociedad de responsabilidad limitada (collectively, (i) - (v), the “Spin-Off Assets”); and (vi) any other contracts, licenses, permits, orders and related rights relating solely to the ownership, operation or use of the Spin-Off Assets. The aggregate consideration for the Spin-Off received by Zorritos from the Company consisted of $750,000 in cash, paid at closing (adjusted from the original purchase price due to the exercise of the right of first refusal by the operator of the Santa Elena property in Ecuador to purchase all of SMC Ecuador, Inc’s. interest in the Santa Elena property).
As of the closing of the Spin-Off Contract and the Purchase Agreement , the Company has no further business operations . The only remaining assets to liquidate are non-operating assets consisting of the three GE LM 6000 PD gas fired turbine packaged power Units, which have been transferred from a subsidiary to the Company in preparation for sale and liquidation. As previously reported, the Company plans to file a Plan of Liquidation under Chapter 11 on or before the Bankruptcy Court deadline of August 6, 2015.
The Company anticipates that the net proceeds from the sales under the Spin-Off Contract and the Purchase Agreement will be used to pay the administrative claims of the bankruptcy estate and claims of the Company’s creditors, and expects that no assets will be available for distribution to shareholders.
