Harvest Natural Resources (HNR) Shareholders Approve Venezuela Interests Sale
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Harvest Natural Resources, Inc. (Harvest or the Company) (NYSE: HNR) announced that, at the Company's annual meeting held yesterday, the Company's stockholders authorized the sale of all of the Company's interests in Venezuela to CT Energy Holding SRL, a private investment firm (CT Energy), with more than 97% of the total number of shares voting on the proposal approving the transaction. At the closing of the sale, CT Energy or one of its affiliates will pay Harvest $80 million, subject to certain adjustments, and a $12 million six-month 11% note payable, among other consideration.
On June 30, 2016, the Company announced that it and its wholly owned subsidiary, HNR Energia B.V. (HNR Energia), had entered into a Share Purchase Agreement, under which CT Energy would acquire HNR Energia's 51% interest in Harvest-Vinccler Dutch Holding B.V., a Netherlands company through which all of Harvest's Venezuelan interests are owned. Under the Share Purchase Agreement, in addition to the consideration mentioned above, Harvest will receive the cancellation of (i) $30 million of outstanding debt held by CT Energy, (ii) CT Energy's 8,667,597 shares of Harvest common stock and (iii) warrants held by CT Energy to purchase 34,070,820 shares of Harvest common stock, exercisable under certain circumstances, at an exercise price of $1.25 per share.
The closing of the sale of the Company's Venezuelan interests remains subject to certain conditions, as further described in the Share Purchase Agreement and the Company's public filings with the Securities and Exchange Commission. Closing is expected to take place on October 7, 2016.
Six other proposals were approved by Harvest's stockholders at the annual meeting. These included proposals to (i) approve, on an advisory basis, compensation that will or may become payable to the Company's named executive officers in connection with the sale of the Company's Venezuelan interests, (ii) re-elect the Company's seven existing directors and (iii) adopt an amendment to the Company's certificate of incorporation to effect a reverse stock split of the Company's common stock at a ratio between one-for-four and one-for-ten, inclusive, with the exact ratio to be determined by the Board, as well as certain administrative proposals.
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