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): May 22, 2020

 

 

TRANSATLANTIC PETROLEUM LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda

001-34574

None

(State or other jurisdiction of

(Commission File Number)

(IRS Employer

incorporation)

 

Identification No.)

 

16803 Dallas Parkway

Addison, Texas

 

 

 

75001

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (214) 220-4323

 

(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)

 

☐

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class 

 

 

 

 

 

 

 

Ticker Symbol

 

 

 

 

 

 

 

Name of each exchange on which registered 

Common shares, par value $0.10

 

 

 

 

 

 

 

TAT

 

 

 

 

 

 

 

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 3.03 Material Modification to Rights of Security Holders.

On May 22, 2020, in order to correspond to the revised timing for the filing of the Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (the “Quarterly Report”) for TransAtlantic Petroleum Ltd. (the “Company”), the holders of the Company’s 12.0% Series A Convertible Redeemable Preferred Shares, par value $0.01 per share (the “Series A Preferred Shares”), unanimously approved Amendment No. 1 to the Certificate of Designations of the Series A Preferred Shares (the “Amendment”). The Amendment revises the definitions for Dividend Payment Date and the Dividend Record Date for the upcoming dividend on the Series A Preferred Shares.

The preceding description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 


2

 

 

SIGNATURES

 

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.

 

Date:

May 27, 2020

 

 

 

 

 

 

 

 

TRANSATLANTIC PETROLEUM LTD.

 

 

 

 

 

 

By:

/s/ Tabitha T. Bailey

 

 

 

Tabitha T. Bailey

 

 

 

Vice President, General Counsel, and Corporate Secretary

 

 

 

 

 

 

 

3

 

 

Exhibit 3.1

AMENDMENT NO.1 TO THE CERTIFICATE OF DESIGNATIONS OF 12.0% SERIES A

CONVERTIBLE REDEEMABLE PREFERRED SHARES

OF TRANSATLANTIC PETROLEUM LTD.

 

TransAtlantic Petroleum Ltd., a Bermuda exempted company (the “Company”), certifies that pursuant to a written consent dated May 22, 2020 and as confirmed by the Company’s board of directors that all of the holders of the 12.0% Series A Convertible Redeemable Preferred Shares, par value $0.01 per share (the “Series A Preferred Shares”) issued by Company have, pursuant to bye-law 4 of the Company’s amended bye-laws, approved and adopted this amendment no.1 (the “Amendment”) to the certificate of designations of the Series A Preferred Shares originally approved and adopted as of  November 3, 2016 (the “Certificate of Designation”) as follows:

 

 

RESOLVED THAT:

 

(i)

A new definition be inserted in clause 2 as follows: ‘“Initial Period” means the period commencing December 31, 2016 and ending March 31, 2020’;

 

(ii)

The definition of “Dividend Payment Date” in clause 2 be amended and restated as follows: ‘for the Initial Period shall mean March 31, June 30, September 30 and December 31, of each year, and, thereafter shall mean, (i) in respect of the first Dividend Payment Date after the end of the Initial Period, the date that is 15 Business Days following the first Dividend Record Date that occurs after the end of the Initial Period, and (ii) in respect of any other Dividend Payment Date after the end of the Initial Period, other than first Dividend Payment Date provided for in (i), March 31, June 30, September 30 and December 31, of each year.

 

(iii)

The definition of Dividend Record Date in clause 2 be amended and restated as follows: ‘for the Initial Period shall mean with respect to any Dividend Payment Date, the March 15, June 15, September 15 and December 15, as the case may be, immediately preceding such Dividend Payment Date, and, thereafter shall mean (i) in respect of the first Dividend Record Date after the end of the Initial Period, the date that is 15 Business Days following the Company’s public filing of its 10-Q report for the first quarter of 2020, and (ii) in respect of any other Dividend Record Date after the end of the Initial Period, other than first Dividend Record Date provided for in (i), the March 15, June 15, September 15 and December 15, as the case may be, immediately preceding a Dividend Payment Date.

 

(iv)

All other provisions of the Certificate of Designation shall remain in full force and effect, unless and to the extent amended, varied or modified by Amendment. In the event of any conflict or inconsistency between the Certificate of Designation and this Amendment, the terms of this Amendment shall prevail and such conflicting or inconsistent terms of the Certificate of Designation shall be deemed to be amended to the extent necessary to give effect to the terms of Amendment.