UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 28, 2019
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TRANSATLANTIC PETROLEUM LTD. |
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(Exact name of registrant as specified in its charter) |
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Bermuda |
001-34574 |
None |
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(State or other jurisdiction of |
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(IRS Employer |
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incorporation) |
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Identification No.) |
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16803 Dallas Parkway Addison, Texas |
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75001 |
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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: (214) 220-4323
(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 (see General Instruction A.2. below):
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Ticker Symbol |
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Name of each exchange on which registered |
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Common shares, par value $0.10 |
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TAT |
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NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Pledge Agreement Amendment. On June 28, 2019, TransAtlantic Petroleum Ltd. (the “Company”) and Dalea Partners, LP (“Dalea”), an affiliate of N. Malone Mitchell, 3 rd , the Company’s chairman and chief executive officer, entered into an amendment (the “Amendment”) to the Pledge Agreement, dated April 19, 2016, by and between the Company and Dalea (the “Pledge Agreement”). The Amendment provides that any interest payable on the Company’s 12.0% Series A Convertible Redeemable Preferred Shares (the “Series A Preferred Shares”) held by Dalea and pledged under the Pledge Agreement (the “Pledged Shares”):
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(i) |
if paid in cash, will be credited first against the outstanding principal balance of the Amended and Restated Promissory Note, dated April 19, 2016, as amended by Amendment No. 1 to the Amended and Restated Promissory Note, dated February 28, 2019 (as amended, the “Amended Note”) and, upon full repayment of the outstanding principal balance of the Amended Note, any accrued and unpaid interest on the Amended Note, and |
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(ii) |
if paid other than in cash, will be paid to Dalea and, within five business days of such payment to Dalea, Dalea will pay $61,500 toward the principal and, upon full repayment of the outstanding principal balance of the Amended Note, any accrued and unpaid interest on the Amended Note . |
The Amendment was approved by the audit committee and the independent members of the Company’s board of directors.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A description of the Pledge Agreement is included in the Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2016 (the “April 22, 2016 Form 8-K”). The description of the Pledge Agreement is qualified in its entirety by reference to the full text of the Pledge Agreement, which was filed as Exhibit 10.3 to the April 22, 2016 Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description of Exhibit |
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10.1 |
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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.
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Date: |
June 28, 2019 |
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TRANSATLANTIC PETROLEUM LTD. |
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By: |
/s/ Tabitha Bailey______________ |
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Tabitha Bailey |
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Vice President, General Counsel, and Corporate Secretary |
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AMENDMENT NO. 1 TO THE PLEDGE AGREEMENT
This Amendment No. 1, dated June 28, 2019 (this “ Amendment ”), to that certain PLEDGE AGREEMENT , dated April 19, 2016 (the “ Original Agreement ” and, as amended by this Amendment, the “ Agreement "), is entered into by and between TRANSATLANTIC PETROLEUM LTD., an exempted company incorporated with limited liability under the laws of Bermuda (“ Secured Party ”), and DALEA PARTNERS, LP, an Oklahoma limited partnership (“ Pledgor ”).
WHEREAS , reference is made to that certain Amended and Restated Promissory Note, dated April 19, 2016, as amended by that certain Amendment No. 1 to the Amended and Restated Promissory Note, dated February 28, 2019, in each case, by and between Pledgor, as payor, and Secured Party, as payee (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced from time to time, the “ Amended Note ”);
WHEREAS , Pledgor is controlled by N. Malone Mitchell 3rd (“ Guarantor ”), and the obligations of Pledgor under the Amended Note are guaranteed by Guarantor, pursuant to the Reaffirmation of Guaranty, dated February 28, 2019 (the “ Guaranty ”);
WHEREAS , Pledgor is the record and beneficial owner of 41,000 shares (the “ Collateral Shares ”) of Secured Party’s 12.0% Series A Convertible Redeemable Preferred Shares, par value $0.01 per share and liquidation preference of $50 per share (the “ Series A Preferred Shares ”), that Pledgor received in exchange for $2,050,000 principal amount of those certain 13% Convertible Notes Due 2017 issued by Secured Party pursuant to the Indenture, dated as of February 20, 2015, by and between Secured Party, as Issuer, and U.S. Bank National Association, as Trustee;
WHEREAS , pursuant to Section 2.2(b)(2) of the Agreement, the Collateral Shares are considered as part of the Collateral for all purposes of the Agreement; and
WHEREAS , Secured Party and Pledgor desire to enter into this Amendment in order to alleviate the administrative burden when dividends on the Collateral Shares are paid in common shares, par value $0.10 per share, of Secured Party (“ Common Shares ”) as permitted by the Certificate of Designations of the Series A Preferred Shares (the “ Certificate of Designations ”);
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Secured Party and Pledgor, intending to be legally bound, do hereby agree as follows:
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Capitalized terms used in this Amendment that are not defined herein have the meanings assigned to such terms in the Original Agreement. |
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All references in the Original Agreement to (A) the “Agreement” shall mean the Agreement; (B) the “Amended Note” shall mean the Amended Note; and (C) the “Guaranty” shall mean the Guaranty. |
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Paragraph 2.2(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
“(c) Any amount paid as interest on the Collateral and any other distributions made on the Collateral:
Pledge Agreement – Page 1
(1) if paid in cash, shall be immediately paid to Secured Party ( A ) and applied by Secured Party as a prepayment by Pledgor of the outstanding principal balance of the Amended Note; and ( B ) after payment in full of the outstanding principal balance of the Amended Note, any remaining amount shall be applied as payment by Pledgor of any interest on the Amended Note that is then accrued and unpaid; and
(2) if paid other than in cash, including dividends on Collateral consisting of securities of Secured Party, shall be paid to Pledgor pursuant to the terms of the Certificate of Designations, and, within five (5) Business Days of such payment, Pledgor shall make a cash payment of $61,500.00 to Secured Party, which shall be (A) applied by Secured Party as a prepayment by Pledgor of the outstanding principal balance of the Amended Note; and (B) after payment in full of the outstanding principal balance of the Amended Note, any remaining amount shall be applied as payment by Pledgor of any interest on the Amended Note that is then accrued and unpaid.”
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Paragraph 2.2(d) of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
“(d) Any interest, principal, and other distribution paid or made on or in respect of the Collateral, if paid in cash, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral, delivered to Pledgor shall be held in trust for the benefit of Secured Party and forthwith shall be delivered to Secured Party to be held and applied in accordance with the Agreement.”
5. Except as expressly modified or amended by this Amendment, all of the terms and conditions of the Original Agreement remain in full force and effect.
6. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document.
7. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
8. This Amendment and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws hereof.
[ Remainder of Page Intentionally Left Blank; Signature Page to Follow ]
Pledge Agreement – Page 2
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first written above.
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PLEDGOR : |
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DALEA PARTNERS, LP |
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By: |
Dalea Management, LLC |
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Its: |
General Partner |
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By: |
/s/ N. Malone Mitchell 3rd |
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Name: |
N. Malone Mitchell 3rd |
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Title: |
Manager |
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Address: |
16803 Dallas Parkway |
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Addison, TX 75001 |
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Pledge Agreement – Page 3 |
Signature Page |
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TRANSATLANTIC PETROLEUM LTD. |
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By: |
/s/ Tabitha T. Bailey |
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Name: |
Tabitha T. Bailey |
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Title: |
Vice President, General Counsel, & Corporate Secretary |
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Address: |
16803 Dallas Parkway |
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Addison, TX 75001 |
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Pledge Agreement – Page 4 |
Signature Page |
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Pledge Agreement – Page 5 |
Signature Page |