Harvest Natural Resources (HNR)

Filed: 3 Aug 16, 8:00pm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2016




(Exact name of registrant as specified in its charter)




DELAWARE 1-10762 77-0196707

(State or other jurisdiction of


 (Commission File Number) (I.R.S. Employer Identification No.)

1177 Enclave Parkway, Suite 300

Houston, Texas 77077

(Address of principal executive offices) (Zip Code)

(281) 899-5700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



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 (see General Instruction A.2. below):


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


xSoliciting 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 8.01Other Events.

As previously reported, on June 29, 2016, Harvest Natural Resources, Inc. (the “Company”) and its wholly owned subsidiary, HNR Energia B.V. (“HNR Energia”), entered into a share purchase agreement with CT Energy Holding SRL pursuant to which HNR Energia agreed to sell all of HNR Energia’s 51% interest in Harvest-Vinccler Dutch Holding B.V.

In connection with the definitive proxy statement filed by the Company with the Securities and Exchange Commission (“SEC”) on August 2, 2016 regarding the transaction, a consent of the Company’s independent accounting firm is being filed as an exhibit to this Form 8-K.

This Form 8-K should not be deemed to be a solicitation of any proxies. Approval of the transaction will be submitted to the Company’s stockholders for their consideration, and the Company has filed a definitive proxy statement to be used to solicit stockholder approval of the transaction with the SEC. The Company’s stockholders are urged to read the definitive proxy statement regarding the transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the definitive proxy statement, as well as other filings with the SEC containing information about the Company and the transaction may be obtained, when available, at the SEC’s website at www.sec.gov. Copies of the definitive proxy statement may also be obtained, when available, without charge, by directing a request to Harvest Natural Resources, Inc., Investor Relations, 1177 Enclave Parkway, Suite 300, Houston, Texas 77077 or at the Company’s Investor Relations page on its corporate website at www.harvestnr.com. The Company, its directors and executive officers and Morrow & Co., LLC may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the approval of the transaction.


Item 9.01Financial Statements and Exhibits.




 23.1Consent of BDO USA, LLP



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.


Dated: August 4, 2016   
  By: /s/ Keith L. Head
   Keith L. Head
   Vice President and General Counsel



Exhibit No.



23.1  Consent of BDO USA, LLP