formsc13d.htm

0001140361-09-016743.txt : 20090722 0001140361-09-016743.hdr.sgml : 20090722 20090721173707 ACCESSION NUMBER: 0001140361-09-016743 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090722 DATE AS OF CHANGE: 20090721 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN PETROLEUM CORP /DE/ CENTRAL INDEX KEY: 0000061398 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 060842255 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40456 FILM NUMBER: 09955752 BUSINESS ADDRESS: STREET 1: 10 COLUMBUS BLVD STREET 2: 10 FLOOR CITY: HARTFORD STATE: CT ZIP: 06106 BUSINESS PHONE: 8602932006 MAIL ADDRESS: STREET 1: 10 COLUMBUS BLVD STREET 2: 10 FLOOR CITY: HARTFORD STATE: CT ZIP: 06106 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN PETROLEUM CORP PANAMA DATE OF NAME CHANGE: 19671130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Young Energy Prize S.A. CENTRAL INDEX KEY: 0001468729 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7 RUE THOMAS EDISON CITY: L-1445 STRASSEN STATE: N4 ZIP: L-1445 BUSINESS PHONE: 7 495 653-84-03 MAIL ADDRESS: STREET 1: 7 RUE THOMAS EDISON CITY: L-1445 STRASSEN STATE: N4 ZIP: L-1445 SC 13D 1 formsc13d.htm YOUNG ENERGY PRIZE SA SC 13D 7-9-2009 formsc13d.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Magellan Petroleum Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

559091307

(CUSIP Number)

Nikolay Bogachev

Young Energy Prize S.A.

7 rue Thomas Edison

L-1445 Strassen

Grand Duchy of Luxembourg

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 9, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box £.

(Continued on following pages)

(Page 1 of 5 Pages)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 559091307

Page 2 of 5 Pages

SCHEDULE 13D

1	Names of Reporting Persons. Young Energy Prize S.A. 7 rue Thomas Edison L-1445 Strassen Grand Duchy of Luxembourg I.R.S. Identification Nos. of above persons (entities only).
2	Check the Appropriate Box if a Member of a Group	(a) (b)	£ £
3	SEC Use Only
4	Source of Funds WC, OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		£

Citizenship or Place of Organization

Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power	13,043,478
	8	Shared Voting Power	0
	9	Sole Dispositive Power	13,043,478
	10	Shared Dispositive Power	0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,043,478
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	£
13	Percent of Class Represented by Amount in Row (11)	23.91%
14	Type of Reporting Person CO

CUSIP No. 559091307

Page 3 of 5 Pages

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Magellan Petroleum Corporation, a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 10 Columbus Boulevard, Hartford, Connecticut 06106.

Item 2. Identity and Background

(a), (b), (c), (f) This Schedule 13D is filed on behalf of Young Energy Prize S.A. (“YEP”). The business address of YEP is 7 rue Thomas Edison, L-1445 Strassen, Grand Duchy Luxembourg. The principal business of YEP is investment in oil and gas entities and projects. YEP is a corporate entity organized in Luxembourg.

The directors (“Directors”) of YEP are Nikolay V. Bogachev (“Bogachev”), Patrick Hansen (“Hansen”), Alexander Khrenov (“Khrenov”), and Yuri Tegin (“Tegin”). The executive officers (“Officers”) of YEP are Bogachev and J. Thomas Wilson (“Wilson”).

Bogachev is the Chief Executive Officer of YEP and the Chairman of its Board of Directors. Bogachev’s residence address is 9-3 Sechenovsky Pereulok, RUS-119034 Moscow, Russia. Bogachev is a citizen of Russia.

Hansen is a Director of YEP. Hansen’s residence address is 5 rue Wangert, L-6931 Mensdorf, Grand Duchy of Luxembourg. Hansen is a citizen of Luxembourg.

Khrenov is a Director of YEP. Khrenov’s residence address is 6 rue du Moulin, L-7423 Dondelange, Grand Duchy of Luxembourg. Khrenov is a citizen of Russia.

Tegin is a Director of YEP. Tegin’s residence address is 68 Boulevard Napoleon 1er, L-2210 Strassen, Grand Duchy of Luxembourg. Tegin is a citizen of Russia.

Wilson is the First Vice President of YEP. Wilson’s residence address is 720 Emerson Street, Denver CO 80218. Wilson is a citizen of the United States.

(d) and (e) During the last five years, neither YEP nor any of its Directors and Officers has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

YEP acquired the shares of Common Stock to which this Schedule 13D relates for an aggregate cash purchase price of Ten Million and no/100 Dollars ($10,000,000.00), which was paid primarily out of the working capital of YEP. To support its acquisition of the shares, YEP borrowed Five Million and no/100 Euros (5,000,000.00 EUR) from Yamalco Investments Limited (“Yamalco”), a Cyprus limited liability company and a shareholder of YEP, pursuant to that certain Loan Agreement dated July 6, 2009 between YEP and Yamalco. A copy of the Loan Agreement is attached as Exhibit 99.1 to this Schedule 13D.

CUSIP No. 559091307

Page 4 of 5 Pages

Item 4. Purpose of Transaction

YEP acquired the shares of Common Stock to which this Schedule 13D relates for strategic investment purposes.

(a) YEP has entered into a Securities Purchase Agreement, dated as of April 3, 2009, with ANS Investments, LLC and Jonah M. Meer (collectively, the “ANS Parties”), pursuant to which the ANS Parties have agreed to sell, and YEP has agreed to purchase, an additional 568,985 shares of the Company’s Common Stock for an aggregate cash purchase price of $654,332.75. The purchase of additional shares from the ANS Parties is subject to certain closing conditions under the Securities Purchase Agreement.

In addition, YEP may in the future acquire additional securities of the Issuer or dispose of some of the Common Stock to which the Schedule 13D relates, although it has no current plans to do so. Pursuant to the Securities Purchase Agreement between YEP and the Company, during the period of time beginning on July 9, 2009 and ending on July 9, 2010, YEP will not, without the prior written consent of the Company, directly or indirectly, in any manner acquire, or agree to acquire, other than from the Company, any beneficial interest in any equity securities of the Company, other than the shares of Common Stock to which this Schedule 13D relates (including the shares of Common Stock issuable upon exercise of the Warrant) and additional equity securities acquired from the Company. The Company has given its prior written consent to YEP’s purchase of the ANS Shares as discussed above.

(d) Bogachev and Wilson have been appointed to the Company’s Board of Directors, each for a term expiring at the Company’s 2011 Annual Meeting. YEP and the Company have agreed that Bogachev will be appointed to the Audit Committee of the Board of Directors, provided that he meets the established requirements for such committee, and that Wilson will be appointed to the Compensation Committee of the Board of Directors, provided that he meets the established requirements for such committee.

YEP has no plans or proposals that relate to or would result in any of the actions or transactions described in paragraphs (b), (c), (e), (f), (g), (h), (i) and (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of Issuer

YEP beneficially owns an aggregate of 13,043,478 shares of Common Stock, which represents 23.91% of the Company’s outstanding Common Stock. Of these shares, 4,347,826 shares are shares which YEP has the right to acquire upon exercise of a Warrant.

For purposes of the above calculations, this Schedule 13D assumes that 54,543,803 shares of Common Stock are issued and outstanding. That sum includes the 41,500,325 shares of Common Stock that were outstanding as of May 11, 2009 (as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009) and the 13,043,478 shares of Common Stock that were authorized for issuance to YEP.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

YEP has pledged 8,695,652 shares of Common Stock to which this Schedule 13D relates and its Warrant to purchase an additional 4,347,826 shares of Common Stock to which this Schedule 13D relates to SOPAK AG, a Swiss corporation, pursuant to a written pledge agreement. The pledge agreement does not grant to the pledgee, prior to default, the power to vote or to direct the vote of the pledged shares or the power to dispose or direct the disposition of the pledged shares. Nor does it grant the pledgee, prior to default, the power to exercise or direct the exercise of the pledged warrant.

CUSIP No. 559091307

Page 5 of 5 Pages

There are no other contracts, arrangements, understandings or relationships (legal or otherwise) between YEP and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any such securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1

Loan Agreement between Yamalco Investments Limited and Young Energy Prize S.A., dated July 6, 2009

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: July 19, 2009	/s/ Nikolay V. Bogachev
	Nikolay V. Bogachev
	Chief Executive Officer, Young Energy Prize S.A.

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1

Loan Agreement

THIS LOAN AGREEMENT (the “Agreement”) is dated July 6th, 2009 and entered into

BETWEEN

YAMALCO Investments Limited, a company organized under the laws of Cyprus, having its head office at Agiou Nicolaou 41-49, Nemeli Court, Block 3rd floor, Egkomi, P.C. 2408, Nicosia, Cyprus (hereinafter referred to as “the “Lender”) on the one part;

and

Young Energy Prize S.A a company organized under the laws of the Grand Duchy of Luxembourg, having its head office at 7, rue Thomas Edison, L-1445 Strassen, Grand Duchy of Luxembourg and registered in Luxembourg under number B111776 (the “Borrower” or the “Company”) on the other part;

WHEREBY IT IS AGREED as follows:

1.	Loan amount

Subject to the conditions specified herein, the Borrower is entitled to borrow from the Lender, at any time between the Effective Date and July 6th, 2012, a maximum aggregate amount of 5.000.000,00 EUR (five million Euros) (the “Loan”).

Term

This Agreement shall enter into force on July, 6th 2009 (“Effective Date”) and expire when all the sums due under this Agreement have been fully repaid to the Lender by the Company.

3.	Repayment conditions

In consideration of the Lender lending the Loan for a period expiring at the latest on July 6th, 2012 (“Repayment Date”), the Company covenants and undertakes to repay the Loan and Interests as specified in section 4 of this Agreement, to the Lender at the latest on the Repayment Date or on any earlier date on which the Loan may become repayable pursuant to this Agreement.

The Loan, the Interests and, if applicable, the late interests due under this Agreement shall be repaid pursuant to this Agreement using Lender’s bank account information as follows:

Bank : Credit Suisse Zurich – Paradeplatz 8, 8001 Zurich

IBAN : CH97 0483 5089 8645 5200 0

Interests

Interests (“Interests”) shall accrue on the Loan amount at the annual interest percentage rate of 4,5%. The outstanding and unpaid Interests will be automatically added to outstanding principal amount and will bear interest at a similar rate from the date said Interests become due until their full repayment.

In addition, if the Company shall fail to repay the Loan in full on the Repayment Date, or to make any repayment of the whole or any part of the Loan on any date on which the same may become payable pursuant to this Agreement, late payment interest shall be charged without prior formal notice on any sum due under this Agreement that remains unpaid on the Repayment Date at the LIBOR rate, as set from time to time. This late payment interest shall, without further notice of any kind and without prejudice to the Lender’s other rights, automatically run from the date the sums fall due until the day that payment is actually made.

5.	Early repayment

The right is reserved to the Company to repay to the Lender the whole or any part of the Loan prior to the Repayment Date upon giving the Lender 7 (seven) days' written notice of its intention to make repayment and of the amount so to be repaid, such amount then becoming repayable on the date so specified for repayment. In case of early repayment, Interests shall be calculated on the date of actual repayment.

6.	Termination

The following shall constitute a termination event:

a)	a sum owed by the Borrower under the terms of this Agreement and that remains unpaid on the due date for any reason whatsoever;

b)	the Borrower fails to fulfil another obligation arising from this Agreement and fails to remedy the situation within thirty days of receipt of a registered letter sent by the Lender notifying the Borrower of this failure;

c)	it becomes illegal or impossible for whatever reason for the Borrower to comply with or fulfil one of its obligations arising from this Agreement;

in the event of any third party actions against the Borrower or involving a guarantee that it has provided, or a protest for non-payment, and in general in the event of deeds, facts, or events that might cast doubt upon the Borrower’s solvency such as, for example, insolvency, declaration of bankruptcy, dissolution;

e)	in the event of deeds, facts or events that might have adverse consequences on the Borrower’s overall financial position.

In the event that any of the aforementioned events occurs, the Lender shall immediately send the Borrower a written notice stating that this Agreement has been terminated. The amount of the Loan, the Interests and any other sums due under the terms of this Agreement shall, without the performance of any further formalities, then become immediately due.

7.	Loan assignment

The Borrower is not entitled to assign the benefit of this Agreement.

8.	Miscellaneous

This Agreement may only be amended in writing by both Parties. Subsequent amendments shall form an integral part of this Agreement and shall be subject to all the provisions that govern it.

The invalidity of one or more provisions shall have no influence on the validity of other provisions or on the Agreement as a whole. In the event that one or more provisions is/are invalid, the Parties shall cooperate in drawing up a provision that shall have the same economic and legal effect as the provision that has been cancelled.

9.	Governing law

The present Agreement is governed by the laws of the Grand-Duchy of Luxembourg and any matter of dispute shall be brought before the courts of the district of Luxembourg.

The Parties hereto have executed the Agreement on the day and year first above written.


Yamalco Investments Ltd
By :
Title :


Young Energy Prize SA
By:
Title: