Form 8-K

HARVEST NATURAL RESOURCES, INC.

Dated: August 27, 2012

/s/ Stephen C. Haynes

Stephen C. Haynes

Vice President, Chief Financial Officer

and Treasurer

0001193125-12-369710.txt : 20120827 0001193125-12-369710.hdr.sgml : 20120827 20120827152153 ACCESSION NUMBER: 0001193125-12-369710 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120823 ITEM INFORMATION: Other Events FILED AS OF DATE: 20120827 DATE AS OF CHANGE: 20120827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARVEST NATURAL RESOURCES, INC. CENTRAL INDEX KEY: 0000845289 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 770196707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10762 FILM NUMBER: 121057012 BUSINESS ADDRESS: STREET 1: 1177 ENCLAVE PARKWAY STREET 2: STE 300 CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 281-899-5700 MAIL ADDRESS: STREET 1: 1177 ENCLAVE PARKWAY STREET 2: STE 300 CITY: HOUSTON STATE: TX ZIP: 77077 FORMER COMPANY: FORMER CONFORMED NAME: HARVEST NATURAL RESOURCES INC DATE OF NAME CHANGE: 20020805 FORMER COMPANY: FORMER CONFORMED NAME: BENTON OIL & GAS CO DATE OF NAME CHANGE: 19920703 8-K 1 d402629d8k.htm FORM 8-K Form 8-K

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): August 23, 2012

HARVEST NATURAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-10762

77-0196707

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


1177 Enclave Parkway, Suite 300, Houston, Texas				77077
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (281) 899-5700

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

As previously reported, on August 20, 2012, Harvest Natural Resources, Inc. (“HNR”) entered into exchange agreements with certain existing noteholders of its 8.25% senior convertible notes pursuant to which such noteholders agreed to exchange $4,651,000 principal amount of the notes for 829,951 shares of common stock, resulting in an effective exchange price of $5.60. The conversion price of the notes issued on February 17, 2010 was $5.71. In addition, in lieu of cash, HNR agreed to issue to the noteholders 41,215 shares of common stock at $9.31 per share in exchange for foregoing a one year interest make-whole of $383,707.50. The exchange closed on August 23, 2012.

Also as previously reported, on August 21, 2012, HNR entered into an exchange agreement with a certain existing holder of its 8.25% senior convertible notes pursuant to which such noteholder agreed to exchange $1,900,000 principal amount of the notes for 339,047 shares of common stock, resulting in an effective exchange price of $5.60. The conversion price of the notes issued on February 17, 2010 was $5.71. In addition, in lieu of cash, HNR agreed to issue to the noteholder 17,955 shares of common stock at $8.73 per share in exchange for foregoing a one year interest make-whole of $156,750. The exchange closed on August 27, 2012.

After giving effect to the exchanges, approximately $9,000,000 principal amount of the notes remain outstanding.

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.