BLUE DOLPHIN ENERGY CO

Blue Dolphin's board raised the borrowing limit on its revolving credit line from controlling shareholder Lazarus Energy Holdings from $10 million to $15 million, after fully repaying its prior LEH debt in 2023 and standing up this facility at $5 million in 2024, then $10 million in early 2025.

debt financing

Lazarus Energy signed a new short-term, auto-renewing crude oil supply agreement with MV Purchasing for up to 100% of the Nixon refinery's capacity, replacing the terminated Tartan arrangement, along with a parallel storage agreement.

material agreement

Tartan Oil, which had taken over Pilot's crude-supply and Nixon storage contracts in 2020, gave notice it would end both agreements effective December 31, 2023, with no termination penalties.

material agreement termination

Blue Dolphin's pipeline subsidiary similarly restructured an $8.3 million note held by controlling shareholder Lazarus Energy Holdings, agreeing to interest-only payments through April 2025 then principal payments through April 2027 as LEH forbore on existing defaults.

material agreement

Lazarus Energy renegotiated a $11.2 million legacy 2006 promissory note held by John H. Kissick, agreeing to pay $500,000 monthly through February 2025 plus a final payment, in exchange for the holder forbearing on existing defaults.

material agreement

Blue Dolphin's Nixon Product Storage subsidiary and former customer Pilot Travel Centers settled their dispute over roughly 185,000 barrels of jet fuel Pilot left behind after terminating its storage contract and suing in Texas court.

material agreement

Blue Dolphin's Lazarus entities struck a forbearance deal with lender Veritex Community Bank, successor on the 2015 refinery loans, agreeing to immediately pay $5.4 million in past-due principal and interest plus fund a $1 million reserve in exchange for forbearance through September 2023.

material agreement

Blue Dolphin's Nixon Product Storage subsidiary took out a new $10.0 million, 10-year term loan from Greater Nevada Credit Union, secured by the Nixon facility's land, to fund working capital.

debt financing

Blue Dolphin's operator, Lazarus Energy Holdings, won a one-year Defense Logistics Agency contract for up to 56.5 million gallons of jet fuel to be produced at the Nixon refinery, and Blue Dolphin announced a pivot toward renewable/low-carbon energy through new affiliate Lazarus Energy Alternative Fuels.

contract award

Blue Dolphin's Nixon Product Storage subsidiary failed to repay its $13.0 million Pilot Travel Centers line of credit when it matured on 3 May 2020; Pilot declared default, raised the rate to 14%, accelerated the loan and demanded $11,054,017 immediately. Blue Dolphin, which guaranteed the facility, said it was seeking a settlement with Pilot and a refinancing elsewhere.

debt default or forbearance

The GEL settlement's payment deadline was pushed to May 1, 2019 under a fourth amendment as Lazarus continued working to secure financing for the $10 million settlement payment.

material agreement

Under a third amendment to the GEL settlement, Lazarus's parties adjusted the financing milestones needed to fund the $10 million settlement payment, due by year-end 2018 or the settlement would lapse.

material agreement

Lazarus and GEL Tex signed a formal settlement resolving the arbitration: GEL agreed to release all claims, cutting Lazarus's exposure from the $31.3 million award to a $10 million cash payment (on top of the $3.65 million already advanced during the standstill).

debt financing

Lazarus and GEL extended the settlement window to February 28, 2018, with Lazarus making its first paydown, $500,000, against the arbitration award.

material agreement

An arbitrator ruled against Lazarus Energy in its dispute with former crude supplier GEL Tex Marketing, awarding GEL about $31.3 million in damages and fees; the two sides agreed to delay court confirmation of the award to pursue settlement talks.

material agreement

Lazarus Energy terminated its 2011 crude-supply and marketing agreements with GEL Tex Marketing after accusing GEL of breaching its delivery obligations; Blue Dolphin had already stopped buying from GEL in November 2016 amid the dispute.

material agreement termination

Blue Dolphin's pipeline subsidiary sold about 15 acres of Freeport land to a Freeport LNG affiliate for $539,000 and received $1.3 million to fully buy out its remaining annual easement payments, ending the related LNG joint-venture exploration.

material agreement termination

Blue Dolphin's pipeline subsidiary borrowed $4.0 million from controlling shareholder Lazarus Energy Holdings at 16% interest for working capital, secured by Freeport land and FLNG easement payments.

debt financing

Lazarus Refining & Marketing took out a second USDA-guaranteed loan, $10 million from Sovereign Bank, to build more Nixon storage tanks and refinance a $3 million bridge loan.

material agreement

Lazarus Energy secured a new $25 million, 19-year USDA-guaranteed term loan from Sovereign Bank to expand the Nixon refinery and refinance $8.5 million owed to another bank; Blue Dolphin and CEO Jonathan Carroll personally guaranteed the debt.

material agreement

BLUE DOLPHIN ENERGY CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

This amended filing restates the Feb 2012 closing of the Lazarus deal: Blue Dolphin acquired Lazarus Energy, LLC (owner of the 56-acre Nixon refinery) from Lazarus Energy Holdings (LEH) for 8,393,560 shares plus 32,896 anti-dilution shares, leaving LEH with 80% of the common stock and control of the company. LEH will manage the refinery and Blue Dolphin's other operations under a Management Agreement, and Jonathan Carroll became CEO and President while Ivar Siem stayed on as Chairman. Blue Dolphin also paid a $183,421 deposit toward buying LEH's affiliate Lazarus Energy Development (about 46 acres next to the refinery) for roughly $1.68 million, including assuming a $1.5 million loan. This turns Blue Dolphin from a small pipeline and oil-and-gas company into a refiner controlled by LEH, diluting prior shareholders to 20%.

business combination

Nasdaq delisted Blue Dolphin effective February 28, 2012, ruling its just-completed Lazarus Energy acquisition was a "Business Combination" requiring a fresh listing application; shares began trading on the OTCQX market the same day.

listing compliance notice

Blue Dolphin completed its acquisition of Lazarus Energy, LLC (owner of the Nixon refinery) on February 15, 2012, issuing about 8.43 million shares that gave Lazarus Energy Holdings 80% ownership and control of Blue Dolphin's board and management.

business combination

Nasdaq moved to delist Blue Dolphin for failing to hold its 2011 annual meeting on time, a delay the company tied to negotiations over the pending Lazarus Energy acquisition; the meeting was rescheduled for January 27, 2012.

listing compliance notice

A Nasdaq panel restored Blue Dolphin's Nasdaq Capital Market listing after it cured its stockholders'-equity deficiency; trading resumed September 1, 2011 under one year of continued monitoring.

listing compliance notice

Blue Dolphin sold its 83⅓% stake in the onshore Buccaneer Pipeline, storage tanks and barge terminal to Sunoco Partners for about $3.6 million cash, shedding underutilized assets ahead of the pending Lazarus deal.

asset acquisition disposition

Blue Dolphin agreed to acquire 100% of Lazarus Energy, LLC, owner of the Nixon, Texas crude-processing facility, from Lazarus Energy Holdings in an all-stock deal that would give Lazarus 80% of Blue Dolphin's shares and control of the company.

material agreement

A Nasdaq panel rejected Blue Dolphin's equity-compliance plan and delisted its stock effective June 13, 2011; trading moved to the OTCQB market under the same BDCO symbol.

listing compliance notice

Blue Dolphin again fell below Nasdaq's $2.5 million stockholders'-equity minimum and submitted a new compliance plan to the Hearings Panel.

listing compliance notice

A Nasdaq panel approved Blue Dolphin's plan to cure its bid-price deficiency and extended its listing to August 2010, but the company disclosed a separate failure to meet Nasdaq's $2.5 million minimum stockholders'-equity requirement.

listing compliance notice

Nasdaq moved to delist Blue Dolphin for still failing the minimum bid price rule; the company said it would appeal to a Nasdaq Hearings Panel to stay the delisting.

listing compliance notice

Blue Dolphin's option to acquire Lazarus's Nixon and Louisiana terminal assets lapsed after the two sides could not agree on a definitive purchase agreement.

material agreement termination

Blue Dolphin loaned $2 million to a Lazarus Energy Holdings affiliate in exchange for an option to acquire a Nixon, Texas crude-oil topping unit and a Louisiana barge terminal by issuing Lazarus 47.1 million shares, a deal that would hand Lazarus control of the company.

material agreement

On April 28, 2006 Blue Dolphin sold 400,000 new shares to an institutional investor at $4.90 each (80% of the 20-day average price), raising $1.96 million (about $1.8 million after costs), plus 24,000 placement-agent warrants. This is a second private placement within two months, at a price well above the $1.75 paid in March 2006; the proceeds are for acquisitions, facility expansions and working capital. It adds to the share count, and the shares and warrants must be registered by May 15, 2006.

capital raising announcement

On March 8, 2006 Blue Dolphin sold 1,171,432 new shares to investors at $1.75 each, raising $2.05 million ($2.025 million after costs), plus 8,572 warrants to its placement agent Starlight Investments. The money is for possible acquisitions, facility expansions and working capital. This is new share issuance that dilutes existing holders, and the company must register the shares for resale by May 15, 2006.

capital raising announcement

Blue Dolphin restated its first- and second-quarter 2005 financials after finding its accounting for employees' "cashless" stock-option exercises understated compensation expense by about $686,000.

financial restatement

Blue Dolphin closed the second part of its private warrant sale on Nov 30, 2004: 1.55 million warrants at $0.003 each, exercisable at $0.25 per share for five years, after stockholders approved it on Nov 11. This completes the Sept 2004 financing (a $750,000 note plus 2.8 million warrants in total) and means existing shareholders face possible dilution as warrants are exercised. Directors Benz, Parker and Chadwick bought 41,667, 341,665 and 20,834 of the warrants, the company paid Chadwick's firm Sanders Morris Harris a $25,000 fee and will retain it as financial adviser, and it signed a consulting agreement with Parker. The note's maturity was extended to Sept 7, 2005. Proceeds are for working capital and general corporate purposes.

capital raising announcement

American Resources Offshore sold nearly all its remaining Gulf of Mexico oil and gas interests, 64% of Blue Dolphin's proved reserves, to Fidelity Exploration for about $2.7 million, leaving the July sale and this one covering over 99% of the company's 2001 reserve base.

asset acquisition disposition

New subsidiary American Resources Offshore sold its working interest in the South Timbalier Block 148 field, then 36% of Blue Dolphin's proved reserves, to Newfield Exploration for $2.3 million.

asset acquisition disposition

Blue Dolphin completed its acquisition of American Resources Offshore, making it a wholly owned subsidiary after ARO shareholders elected cash or Blue Dolphin stock.

asset acquisition disposition

A fresh registration statement replacing the January one, now with the numbers filled in: each ARO common share becomes 0.0362 Blue Dolphin shares or 6 cents cash, each preferred share 0.0301 shares or 7 cents, cash limited to 70% of the total, with ARO's vote set for February 19, 2002. ARO stock had slid from 9 cents when the deal was agreed to 5 cents by late January, and still no fairness opinion was obtained on either side.

business combination

Amendment No. 1 to the registration for Blue Dolphin's buy-out of the American Resources Offshore stock it did not already own, rewritten around a January 15, 2002 amendment to the merger agreement that let ARO holders elect cash instead of Blue Dolphin shares, with cash capped at 70% of total consideration. The filing states outright that neither company obtained a fairness opinion - the economics of the deal and the need to conserve cash ruled one out - so ARO's public holders had nothing behind the price but their special committee's negotiation.

business combination

Blue Dolphin registered the shares to squeeze out the minority of American Resources Offshore, a company it already controlled with 77% of the common stock and 50.4% of the preferred -- enough to approve the merger by itself. ARO holders got 0.0276 Blue Dolphin shares per common share and 0.0301 per preferred, worth about 10.8 cents against an ARO market price of 9 cents.

business combination

Blue Dolphin sweetened its ARO merger terms to let minority holders choose cash instead of stock, and separately sold its stalled Gulf of Mexico reversionary gas interest to Fidelity Exploration & Production for $1.36 million, with Fidelity assuming the related bank debt.

business combination

Blue Dolphin's stake in driller Drillmar fell from 64% to 12.8% after Drillmar merged with Zephyr Drilling, and a dry exploratory well pushed back when Blue Dolphin's reversionary gas revenue at High Island Block A-7 would begin.

business combination

Blue Dolphin agreed to buy out the roughly 23% of American Resources Offshore (ARO) it didn't already own, exchanging ARO shares for Blue Dolphin stock and cash.

business combination