Harvest Natural Resource Inc. (NYSE: HNR) and its wholly owned subsidiary, HNR Energia B.V., have entered into a Sale and Purchase Agreement with BW Energy Gabon Pte. Ltd, a private Singapore company, to sell all of Harvest's oil and gas interests in Gabon.
Under the terms of the Sale and Purchase Agreement, BW Energy Gabon will acquire HNR Energia's 100% interest in Harvest Dussafu B.V., which owns a 66.667% interest in the Dussafu production sharing contract covering a 210,000 acre area located in offshore Gabon. BW Energy Gabon will pay HNR Energia $32 million in cash for the interest, subject to certain adjustments. BW Offshore Singapore Pte. Ltd, an affiliate of BW Energy Gabon and BW Offshore Limited, a global provider of floating production services to the oil and gas industry, has guaranteed the obligations of BW Energy Gabon under the Sale and Purchase Agreement.
At the closing of the transaction, $2.5 million of the $32 million purchase price will be deposited in escrow, to be held for up to six months to satisfy any post-closing claims the purchaser may have for any breaches of warranties made by Harvest and HNR Energia under the Sale and Purchase Agreement.
Harvest's board of directors unanimously determined that the transaction is in the best interests of Harvest's stockholders and approved the transaction, subject to the approval of Harvest's stockholders. After giving effect to the transaction, Harvest would cease to have a presence in Gabon. In addition to approval by stockholders representing a majority of outstanding shares of Harvest common stock, the closing of the transaction is subject to, among other things, approval of the government of Gabon. Availability of financing is not a condition to closing the transaction.
Net proceeds of the transaction are expected to be approximately $29.7 million, without giving effect to any payments to the purchaser under the escrow arrangements and taking into consideration taxes and transaction-related costs.
Harvest previously announced that it is evaluating a possible dissolution. In light of the signing of the Sale and Purchase Agreement to sell Harvest's Gabon assets, Harvest's board has determined that Harvest should move forward with plans for its dissolution, subject to the board's adoption of a formal plan of dissolution and authorization by Harvest's stockholders. Under the dissolution, liquidation and winding up process under Delaware law, the proceeds from the Gabon transaction would be combined with other Harvest assets to be distributed to Harvest's stockholders, subject to certain payments and costs. These costs would include dissolution expenses, taxes and payments related to terminations of employment, as well as funds to establish reserves for the payment of current and possible future liabilities of Harvest.
Tudor, Pickering, Holt & Co. served as financial advisor to Harvest. Mayer Brown LLP and Norton Rose Fulbright US LLP acted as legal counsel to Harvest.