- Current report filing (8-K)
August 11 2009 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): July 29, 2009
RIO VISTA ENERGY PARTNERS
L.P.
(Exact name of registrant as
specified in its charter)
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Delaware
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000-50394
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20-0153267
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1313 Alton Gloor Blvd., Suite
J
Brownsville, Texas
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98526
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(956) 831-0886
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Not
applicable
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events
On August 10, 2009, Rio Vista Energy Partners L.P. (Rio
Vista) issued a press release (see Item 9.01 below) regarding the entering
into a non-binding letter of intent (LOI) on July 29, 2009 to sell
its wholly-owned subsidiary, Regional Enterprises Inc. (Regional) to an
undisclosed buyer (Buyer). Under the terms of the LOI, the purchase price for
Buyer to acquire 100% of the outstanding stock of Regional held by Rio Vista
will be $5,000,000, less certain adjustments as described in the LOI and less
deposits of $250,000 received from Buyer in connection with the LOI. Buyer will
assume all the obligations of Regional, except for obligations of Regional to
Rio Vista and/or any of its affiliates, totaling approximately $2,500,000 at
June 30, 2009 (Affiliate Obligations) for which a portion of the purchase price
will be applied for payment of the Affiliate Obligations by Regional at
closing. The closing is to occur no later than September 28, 2009, unless
extended as a result of permitted delays as prescribed in the LOI (Permitted
Delays). The Permitted Delays generally consist of Rio Vista’s
requirement to deliver financial statements of Regional to Buyer by
August 21, 2009, Rio Vista’s decision to seek a satisfactory
fairness opinion for the transaction, Rio Vista’s decision to seek the
necessary unitholder approval for the transaction, delays associated with
Regional’s collateralized lender to approve and finalize the required
consent for Buyer to assume such obligation, and/or any other condition which
Rio Vista believes is required to consummate the transaction.
The LOI is non-binding and an actual closing as prescribed in
the LOI is subject to many conditions and uncertainties related to both Buyer
and/or Rio Vista. In the event that the sale of Regional takes place as
prescribed in the LOI, Rio Vista believes that the amount of cash received from
Buyer will be sufficient for Rio Vista to satisfy all of its obligations to its
creditors. Upon the sale of Regional to Buyer, Rio Vista would no longer have
any operating assets and Rio Vista estimates it would have minimal remaining
cash. Rio Vista would not have any other current sources of additional cash
flow.
If the sale of Regional to Buyer is not consummated as
prescribed herein, Rio Vista may seek to sell Regional to other parties or may
elect to continue to operate Regional. Rio Vista currently has a deficit in
working capital and a loss from continuing operations. If the amount of
proceeds raised from the sale of Regional or the existing cash flow generated
from continuing to operate Regional are not sufficient to satisfy Rio
Vista’s obligations, Rio Vista would likely be required to seek other
alternatives which could include protection under the U.S. bankruptcy laws.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Rio Vista’s press release of
August 10, 2009 announcing the letter of intent to sell Regional
Enterprises Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Rio Vista Energy Partners L.P.
By:
/s/ Ian T. Bothwell
Name: Ian T.
Bothwell
Title: Acting Chief Executive Officer,
Acting President, Vice
President,
Chief Financial Officer, Treasurer and
Assistant Secretary
(Principal Executive,
Financial and Accounting Officer)
Dated: August 11, 2009
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release dated August 10, 2009.
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