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): December 19, 2014
TRANSATLANTIC PETROLEUM LTD.
(Exact name of registrant as specified in its charter)
Bermuda | | 001-34574 | | None |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 | Regulation FD Disclosure. |
TransAtlantic Petroleum Ltd. (the “Company”) is currently exploring various sources of funding, including through the issuance of debt. If additional funding is obtained, the Company intends to use the proceeds largely for working capital purposes, particularly with respect to its Albanian operations.
Credit Agreement
In response to comments received from the Staff of the Securities and Exchange Commission (the “SEC”), dated September 17, 2014, relating to the initial filing of the Credit Agreement, dated as of May 6, 2014, by and between Amity Oil International Pty Ltd, DMLP, Ltd., Petrogas Petrol Gaz ve Petrokimya Ürünleri Inşaat Sanayi ve Ticaret A.Ş., Talon Exploration, Ltd., TransAtlantic Exploration Mediterranean International Pty. Ltd., TransAtlantic Turkey, Ltd., as borrowers, the Company, TransAtlantic Petroleum (USA) Corp., TransAtlantic Worldwide, Ltd., as guarantors, the lenders party thereto from time to time, and BNP Paribas (Suisse) SA as coordinating mandated lead arranger, sole bookrunner, letter of credit issuer, administrative agent, collateral agent and technical agent and International Finance Corporation, as mandated lead arranger (the “Credit Agreement”), attached as Exhibit 10.1 is the Credit Agreement, including all schedules and exhibits thereto.
Summary of Oil and Natural Gas Reserves
In response to comments received from the Staff of the SEC, dated September 17, 2014, relating to the Company’s oil and natural gas reserves disclosure and its initial filing of the reserve report by DeGolyer and MacNaughton as of December 31, 2013, set forth below is updated reserves disclosure and attached as Exhibit 99.1 is a revised reserve report by DeGolyer and MacNaughton as of December 31, 2013. Attached to this report as Exhibit 23.1 is a consent of DeGolyer and MacNaughton, independent petroleum engineers, consenting to the use of its reserve report for the Company in its Registration Statements on Form S-8 (Nos. 333-162814 and 333-200705).
The following table summarizes the Company’s net proved, probable and possible reserves at December 31, 2013 in accordance with the rules and regulations of the SEC.
| | Reserves | |
Reserves Category | | Oil and Condensate (Mbbl) | | | Natural Gas (Mmcf) | | | Total (Mboe) | |
Proved Reserves | | | | | | | | | | | | |
Proved Developed | | | 4,875 | | | | 10,450 | | | | 6,617 | |
Proved Undeveloped | | | 4,839 | | | | 4,589 | | | | 5,604 | |
Total Proved | | | 9,714 | | | | 15,039 | | | | 12,221 | |
Probable Reserves | | | | | | | | | | | | |
Probable Developed | | | 1,057 | | | | 3,378 | | | | 1,620 | |
Probable Undeveloped | | | 7,063 | | | | 19,652 | | | | 10,338 | |
Total Probable | | | 8,120 | | | | 23,030 | | | | 11,958 | |
Possible Reserves | | | | | | | | | | | | |
Possible Developed | | | 1,218 | | | | 3,307 | | | | 1,769 | |
Possible Undeveloped | | | 15,659 | | | | 74,898 | | | | 28,142 | |
Total Possible | | | 16,877 | | | | 78,205 | | | | 29,911 | |
(1) | Mboe refers to one thousand barrels of oil equivalent. Barrels of oil equivalent (“Boe”) is derived by the Company by converting natural gas to oil in the ratio of six Mcf of natural gas to one Bbl of oil. The conversion factor is the current convention used by many oil and natural gas companies. Boe may be misleading, particularly if used in isolation. A Boe conversion ratio of six Mcf to one Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. |
A reconciliation of the Company’s PV-10 to its standardized measure is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
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Compensation Arrangements
In response to comments received from the Staff of the SEC, dated September 17, 2014, relating to compensation arrangements with certain of the Company’s named executive officers, the following is a narrative description of each such compensation arrangement, and written descriptions are filed hereto as Exhibits 10.2 and 10.3.
Compensation Arrangements
In connection with the appointment of Wil Saqueton as Chief Financial Officer and Ian Delahunty as President, the Company agreed to provide for grants of restricted stock units with a value equal to 100% of their respective base salaries. Mr. Delahunty no longer serves as the Company’s President.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | | Description |
10.1 | | Credit Agreement, dated as of May 6, 2014, by and between Amity Oil International Pty Ltd, DMLP, Ltd., Petrogas Petrol Gaz ve Petrokimya Ürünleri Inşaat Sanayi ve Ticaret A.Ş., Talon Exploration, Ltd., TransAtlantic Exploration Mediterranean International Pty. Ltd., TransAtlantic Turkey, Ltd., as borrowers, TransAtlantic Petroleum Ltd. (the “Company”), TransAtlantic Petroleum (USA) Corp., TransAtlantic Worldwide, Ltd., as guarantors, the lenders party thereto from time to time, and BNP Paribas (Suisse) SA as coordinating mandated lead arranger, sole bookrunner, letter of credit issuer, administrative agent, collateral agent and technical agent and International Finance Corporation, as mandated lead arranger. |
10.2 | | Summary of annual restricted stock award arrangement with Mr. Wil F. Saqueton (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2014). |
10.3 | | Summary of annual restricted stock award arrangement with Mr. Ian J. Delahunty (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2014). |
23.1 | | Consent of DeGolyer and MacNaughton. |
99.1 | | Reserve report of DeGolyer and MacNaughton as of December 31, 2013. |
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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: December 19, 2014 | | |
| | |
| | TRANSATLANTIC PETROLEUM LTD. |
| | | | |
| | By: | | /s/ Matthew W. McCann |
| | | | Matthew W. McCann |
| | | | General Counsel and Corporate Secretary |
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EXHIBIT INDEX
Exhibit No. | | Description |
10.1 | | Credit Agreement, dated as of May 6, 2014, by and between Amity Oil International Pty Ltd, DMLP, Ltd., Petrogas Petrol Gaz ve Petrokimya Ürünleri Inşaat Sanayi ve Ticaret A.Ş., Talon Exploration, Ltd., TransAtlantic Exploration Mediterranean International Pty. Ltd., TransAtlantic Turkey, Ltd., as borrowers, TransAtlantic Petroleum Ltd. (the “Company”), TransAtlantic Petroleum (USA) Corp., TransAtlantic Worldwide, Ltd., as guarantors, the lenders party thereto from time to time, and BNP Paribas (Suisse) SA as coordinating mandated lead arranger, sole bookrunner, letter of credit issuer, administrative agent, collateral agent and technical agent and International Finance Corporation, as mandated lead arranger. |
10.2 | | Summary of annual restricted stock award arrangement with Mr. Wil F. Saqueton (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2014). |
10.3 | | Summary of annual restricted stock award arrangement with Mr. Ian J. Delahunty (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2014). |
23.1 | | Consent of DeGolyer and MacNaughton. |
99.1 | | Reserve report of DeGolyer and MacNaughton as of December 31, 2013. |
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