Related party transactions | 16. Related party transactions Series A Preferred Shares transactions On November 4, 2016, we issued 921,000 Series A Preferred Shares. Of the 921,000 Series A Preferred Shares, (i) 815,000 shares were issued in exchange for $40.75 million of our 2017 Notes, at an exchange rate of 20 Series A Preferred Shares for each $1,000 principal amount of 2017 Notes (the “Exchange Offer”), and (ii) 106,000 shares were issued and sold for $5.3 million of cash to certain holders of the 2017 Notes (the “Offering”). In the Exchange Offer, Pinon Foundation, a non-profit charitable organization directed by Mr. Mitchell’s spouse exchanged $10.0 million of the 2017 Notes for 200,000 Series A Preferred Shares; Dalea Partners, LP (“Dalea”), an affiliate of Mr. Mitchell, exchanged $2.1 million of the 2017 Notes for 41,000 Series A Preferred Shares; and trusts benefitting Mr. Mitchell’s four adult children each exchanged $2.0 million of the 2017 Notes for 40,000 Series A Preferred Shares. In the Offering, the Pinon Foundation purchased 5,000 Series A Preferred Shares for $250,000; and each of Mr. Mitchell’s four adult children purchased 1,000 Series A Preferred Shares for $50,000. For more information see Note 5, “Series A Preferred Shares”. Equity transactions On December 31, 2014, the Company issued 134,169 Warrants to Mr. Mitchell and 23,333 common share purchase warrants to each of Mr. Mitchell’s children pursuant to warrant agreements. These Warrants were issued to Mr. Mitchell and his children as shareholders of Gundem, which agreed to pledge Turkish real estate in exchange for an extension of the maturity date of a credit agreement between us and a Turkish bank. As consideration for the pledge of Turkish real estate, the independent members of our board of directors approved the issuance of the Warrants to be allocated in accordance with each shareholder’s ownership percentage of Gundem. Pursuant to the warrant agreements, the Warrants are immediately exercisable, expire on January 6, 2018, and entitle the holder to purchase one common share for each Warrant at an exercise price of $5.99 per share. On each of April 24, 2015 and August 13, 2015, we issued 233,333 Warrants to Mr. Mitchell and certain other related parties as shareholders of Gundem, as consideration for the pledge of Turkish real estate in exchange for an extension of the maturity of a credit agreement between TBNG and a Turkish bank. As consideration for the pledge of Turkish real estate, the independent members of our board of directors approved the issuance of the Warrants to be allocated in accordance with each shareholder’s ownership percentage of Gundem. The Warrants were issued pursuant to a warrant agreement, whereby the Warrants are immediately exercisable, expire on January 6, 2018, and entitle the holder to purchase one common share for each Warrant. The Warrants issued in April 2015 and August 2015 an exercise price of $5.65 and $2.99 per share, respectively. For the year ended December 31, 2015, we incurred $0.5 million of compensation expense for these Warrants. The fair value of the Warrants was determined using the Black-Scholes Model. On June 30, 2016, we issued an aggregate of 5,773,305 common shares in private placements under the Securities Act. Of the 5,773,305 common shares, (i) 1,974,452 common shares were issued to Dalea Dalea Amended Note and Pledge Agreement On April 19, 2016, we entered into a note amendment agreement (the “Note Amendment Agreement”) with Mr. Mitchell, and Dalea, pursuant to which Dalea agreed to deliver an amended and restated promissory note (the “Amended Note”) in favor of us, in the principal sum of $7,964,053, which Amended Note would amend and restate that certain promissory note, dated June 13, 2012, made by Dalea in favor of us in the principal amount of $11.5 million (the “Original Note”). The Note Amendment Agreement reduced the principal amount of the Original Note to $8.0 million in exchange for the cancellation of an account payable of approximately $3.5 million (the “Account Payable”) owed by TransAtlantic Albania Ltd. (“TransAtlantic Albania”), a former subsidiary of the Company, to Viking International Limited (“Viking International”) Pursuant to the Note Amendment Agreement, on April 19, 2016, we entered into the Amended Note, which amended and restated the Original Note that was issued in connection with our sale of our former subsidiaries, Viking International and Viking Geophysical Services Ltd., (“Viking Geophysical”) Viking Services B.V., the beneficial owner of Viking International, VOS and Viking Geophysical (“Viking Services”) master services agreement between Production Solutions International Petrol Arama Hizmetleri Anonim Sirketi (“PSIL”) and the Company (the “PSIL MSA”) In addition, pursuant to the Note Amendment Agreement, on April 19, 2016, we entered into a pledge agreement (the “Pledge Agreement”) with Dalea, whereby Dalea pledged the $2.0 million principal amount of the 2017 Notes owned by Dalea (the “Dalea Convertible Notes”), including any future securities for which the Dalea Convertible Notes are converted or exchanged, as security for the performance of Dalea’s obligations under the Amended Note. The Pledge Agreement provides that interest payable to Dalea under the Dalea Convertible Notes (or any future securities for which the Dalea Convertible Notes are converted or exchanged) will be credited first against the outstanding principal balance of 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. The Pledge Agreement contains customary events of default. On November 4, 2016, Dalea exchanged $2.0 million of the 2017 Notes for 40,000 Series A Preferred Shares. On June 30, 2016, we entered into a waiver with Dalea, whereby we waived our right under the Pledge Agreement to receive the interest payment due July 1, 2016 under the Dalea Convertible Notes in connection with the payment of 201,459 common shares to Dalea with respect to the 2017 Note interest payment paid on June 30, 2016. As of December 31, 2016, the amount receivable under the Amended Note was $7.6 million. Pledge fee agreements In connection with the pledge of the Gundem real estate and Muratli real estate to DenizBank as collateral for the Term Loan, on August 31, 2016, the Company entered into a pledge fee agreement with Gundem (the “Gundem Fee Agreement”) pursuant to which the Company will pay Gundem a fee equal to 5% per annum of the collateral value of the Gundem real estate and Muratli real estate. Pursuant to the Gundem Fee Agreement, the Gundem real estate has a deemed collateral value of $10.0 million and the Muratli real estate has a deemed collateral value of $5.0 million. In connection with the pledge of the Diyarbakir real estate to DenizBank as collateral for the Term Loan, on August 31, 2016, the Company entered into a pledge fee agreement with Messrs. Mitchell and Uras (the “Diyarbakir Fee Agreement”) pursuant to which the Company will pay Messrs. Mitchell and Uras a fee of 5% per annum of the collateral value of the Diyarbakir real estate. Pursuant to the Diyarbakir Fee Agreement, the Diyarbakir real estate has a deemed collateral value of $5.0 million. Amounts payable to Mr. Mitchell under the Gundem Fee Agreement and the Diyarbakir Fee Agreement will be used to reduce the outstanding principal amount of the Amended Note. During the year ended December 31, 2016, we reduced the principal amount of the Amended Note by $0.2 million for amounts earned under the pledge fee agreements. Service transactions Effective May 1, 2008, we entered into a service agreement, as amended (the “Service Agreement”), with Longfellow Energy, LP (“Longfellow”), Viking Drilling LLC (“Viking Drilling”), MedOil Supply, LLC and Riata Management, LLC (“Riata Management”). Mr. Mitchell and his wife own 100% of Riata Management. In addition, Mr. Mitchell, his wife and his children indirectly own 100% of Longfellow. Riata Management owns 100% of MedOil Supply, LLC. Dalea owns 85% of Viking Drilling. Under the terms of the Service Agreement, we pay, or are paid, for the actual cost of the services rendered plus the actual cost of reasonable expenses on a monthly basis. Effective January 1, 2011, our wholly owned subsidiary, TEMI, entered into an accommodation agreement under which it leased rooms, flats and office space at a facility owned by Gundem. Under the accommodation agreement, TEMI leases six rooms and pays the TRY equivalent of $6,000 per month. On August 23, 2011, the Company’s wholly owned subsidiary, TransAtlantic USA, entered into an office lease with Longfellow to lease approximately 5,300 square feet of corporate office space in Addison, Texas. The initial lease term under the lease commenced on July 1, 2013, the date that TransAtlantic USA subleased a portion of its previous office space in Dallas, Texas (the “Commencement Date”). The lease expires five years after the Commencement Date, unless earlier terminated in accordance with the lease. During the initial lease term, TransAtlantic USA will pay monthly rent of $6,625 to Longfellow, plus utilities, real property taxes and liability insurance. On June 13, 2012, we entered into separate master services agreements with each of Viking International, Viking Petrol Sahasi Hizmetleri AS (“VOS”) and Viking Geophysical in connection with the sale of our oilfield services business to a joint venture owned by Dalea and funds managed by Abraaj Investment Management Limited. Pursuant to the master services agreements with Viking International and VOS, we are entitled to receive certain oilfield services and materials, including, but not limited to, drilling rigs and fracture stimulation that are needed for our operations in Bulgaria and Turkey. Pursuant to the master services agreement with Viking Geophysical, we are also entitled to receive geophysical services and materials that are needed for our operations in those countries. Each master services agreement is for a five-year term. Currently, we can contract for services and materials on a firm basis and, to the extent that we do not contract for all of their services or materials, Viking International, VOS and Viking Geophysical are allowed to contract with third parties for any remaining capacity. On March 3, 2016, Mr. Mitchell closed a transaction whereby he sold his interest in Viking Services to a third party. As part of the transaction, Mr. Mitchell acquired certain equipment used in the performance of stimulation, wireline, workover and similar services, which equipment is owned and operated by PSIL. PSIL is beneficially owned by Dalea Investment Group, LLC, which is controlled by Mr. Mitchell. Consequently, on March 3, 2016, we entered into the PSIL MSA on substantially similar terms to our prior master services agreements with Viking International, VOS and VGS. Pursuant to the PSIL MSA, PSIL will perform services on behalf of TEMI and its affiliates. The master services agreements with each of Viking International, VOS and Viking Geophysical will remain in effect through the remainder of the five-year term of the agreements. On April 5, 2013 (the “First Floor Commencement Date”), TransAtlantic USA entered into an office lease with Longfellow to lease approximately 4,700 square feet of additional corporate office space in Addison, Texas. The initial lease term commenced on the First Floor Commencement Date and expires five years after the First Floor Commencement Date, unless earlier terminated in accordance with the lease. TransAtlantic USA pays monthly rent of $8,120 to Longfellow plus utilities, real property taxes and liability insurance. For the years ended December 31, 2016 and 2015, we incurred capital and operating expenditures of $7.0 million and $20.0 million, respectively, related to our various related party agreements. Debt transactions Between December 2014 and February 2015, we sold $55.0 million of convertible notes in a non-brokered private placement, which were exchanged for the 2017 Notes on February 20, 2015. Dalea purchased $2.0 million of the notes; trusts benefitting Mr. Mitchell’s four children each purchased $2.0 million of the notes; Pinon Foundation, purchased $10.0 million of the notes; the three children of Brian Bailey, a director of the Company, each purchased $100,000 of the notes; and a trust benefitting Barbara and Terry Pope, Mr. Mitchell’s sister-in-law and brother-in-law, purchased $200,000 of the notes. ANBE Promissory Note On December 30, 2015, TransAtlantic USA entered into the $5.0 million Note with ANBE, an entity owned by the children of the Company’s chairman and chief executive officer, N. Malone Mitchell, 3rd, and controlled by an entity managed by Mr. Mitchell and his wife. The Note bears interest at a rate of 13.0% per annum. On December 30, 2015, the Company borrowed the Initial Advance of $3.6 million for general corporate purposes. On June 30, 2016, the Company issued 355,826 common shares in a private placement to ANBE in lieu of paying cash interest on the Note. On October 31, 2016, TransAtlantic USA entered into an amendment of the Note with ANBE (the “ANBE Amendment”). The ANBE Amendment extended the maturity date of the Note from October 31, 2016 to September 30, 2017, provided for the Note to be repaid in four quarterly installments of $0.9 million each in December 2016 and March, June and September 2017, and provided for monthly payments of interest. In addition, pursuant to the ANBE Amendment, if the sale of TBNG is completed prior to the extended maturity date of the Note, then the Company will repay the Note in full with proceeds from the sale of TBNG within five business days from the closing of the sale. As of December 31, 2016, the Company had borrowed $2.7 million under the Note and had no availability (See Note 18, “Subsequent Events”). The following table summarizes related party accounts receivable and accounts payable as of December 31, 2016 and December 31, 2015: 2016 2015 (in thousands) Related party accounts receivable: Riata Management Service Agreement $ 528 $ 194 PSIL MSA 234 – Viking International master services agreement – 214 Total related party accounts receivable $ 762 $ 408 Related party accounts payable: Riata Management Service Agreement $ 346 $ 384 PSIL MSA 1,315 – Interest payable on 2017 Notes 183 – Viking International master services agreement – 2,169 Total related party accounts payable $ 1,844 $ 2,553 |