VAALCO Energy Files 8-K on Material Agreement and Disclosure

Ticker: EGY · Form: 8-K · Filed: Feb 29, 2024 · CIK: 894627

Sentiment: neutral

Topics: material-agreement, regulation-fd, corporate-filing

TL;DR

**VAALCO Energy just dropped an 8-K about a new material agreement and disclosure, so keep an eye out for details.**

AI Summary

VAALCO Energy, Inc. filed an 8-K on February 29, 2024, to report an entry into a material definitive agreement and provide Regulation FD disclosure. The filing also included financial statements and exhibits. The company, incorporated in Delaware with IRS number 76-0274813, is headquartered at 9800 Richmond Avenue, Suite 700, Houston, Texas 77042.

Why It Matters

This filing indicates VAALCO Energy has entered into a significant agreement, which could impact its operations, financial performance, or strategic direction, and is providing transparency to investors.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of a material agreement and regulation FD, not indicating immediate negative or positive financial impact without further details.

Key Players & Entities

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on February 29, 2024.

What is the full name of the registrant as specified in its charter?

The exact name of the registrant as specified in its charter is VAALCO Energy, Inc.

Where are VAALCO Energy, Inc.'s principal executive offices located?

VAALCO Energy, Inc.'s principal executive offices are located at 9800 Richmond Avenue, Suite 700, Houston, Texas 77042.

What is the Commission File Number for VAALCO Energy, Inc.?

The Commission File Number for VAALCO Energy, Inc. is 001-32167.

What items were reported in this 8-K filing?

This 8-K filing reported on 'Entry into a Material Definitive Agreement', 'Regulation FD Disclosure', and 'Financial Statements and Exhibits'.

Filing Stats: 2,211 words · 9 min read · ~7 pages · Grade level 15.9 · Accepted 2024-02-29 06:05:12

Key Financial Figures

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. On February 29, 2024, VAALCO Energy (Holdings), LLC ("Buyer"), a Delaware limited liability company and wholly-owned subsidiary of the VAALCO Energy, Inc. ("VAALCO" or the "Company"), and Petroswede AB, a company incorporated in Sweden ("Seller"), entered into a Share Purchase Agreement (the "Share Purchase Agreement") pursuant to which the Buyer will purchase all of the issued shares in the capital of Svenska Petroleum Exploration Aktiebolag, a company incorporated in Sweden ("Svenska") for $66.5 million in cash (the "Purchase Price"), subject to adjustment as described below (the "Acquisition"). Pursuant to the terms and subject to the conditions of the Share Purchase Agreement, upon closing of the Acquisition (the "Closing"), Buyer will acquire Svenska and, as a result, Svenska's primary asset: a 27.39% non-operated working interest in the deepwater producing Baobab field in Block CI-40, offshore Cote d'Ivoire in West Africa. Buyer will also acquire a 21.05% non-operated working interest in OML 145, a non-producing discovery located offshore of Nigeria that is not expected to be developed at this time. The Purchase Price will be funded by a combination of a dividend of cash on Svenska's balance sheet to the Seller immediately prior to the consummation of the Acquisition and a portion of VAALCO's cash-on-hand. The Purchase Price will be adjusted by: (i) interest on $66.5 million from October 1, 2023 to the date of Closing accruing at a rate of 5% per annum compounded annually; (ii) the amount of closing costs (as defined in the Share Purchase Agreement); (iii) any consent costs borne VAALCO or Seller in connection with obtaining necessary consent from government of Cote d'Ivoire; and (iv) other customary adjustments. VAALCO estimates that cash due from VAALCO at Closing will be in the range of approximately $30 to $40 million. The transaction has been approved by the respective boards of directors of the

01

Item 7.01. Regulation FD Disclosure. On February 29, 2024, the Company made available an announcement and investor presentation that includes, among other matters, information related to the Share Purchase Agreement referred to in Item 1.01 above. Copies of the announcement and investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 (the "Securities Act"), except as otherwise stated in such filings. Similarly, the information on the Company's website shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section . 2

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are intended to be covered by the safe harbors created by those laws and other applicable laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "forecast," "outlook," "aim," "target," "will," "could," "should," "may," "likely," "plan," "probably" or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking closing conditions; (ii) expectations concerning the expected amount of cash-on-hand VAALCO will be required to pay to the seller at closing of the Acquisition; (iii) expectations and estimates of future drilling, production and sales of crude oil and natural gas; (iv) estimates of future cost margins and cost reductions, synergies, savings and efficiencies; (v) expectations on timing of obtaining necessary approvals in Cote d'Ivoire for extension of the CI-40 license; (vi) expectations regarding the timing and costs of completion for scheduled maintenance of the FPSO; (vii) expectations regarding VAALCO's ability to effectively integrate assets and properties it may acquire as a result of the Acquisition into its operations; (viii) expectations of future balance sheet strength; and (ix) expectations of future plans, pri

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 2.1* Share Purchase Agreement, dated February 29, 2024, by and between VAALCO Energy (Holdings), Inc., Petroswede AB. 99.1 Announcement, dated February 29, 2024. 99.2 Investor Presentation, dated February 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) and Item 601(a)(6) of Regulation S-K. 3 SIGNATURE 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. VAALCO Energy, Inc. (Registrant) Date: February 29, 2024 By: /s/ Jason Doornik Name: Jason Doornik Title: Chief Accounting Officer and Controller 4

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