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 13.0% Senior Convertible Notes due 2017 (the “2017 Notes”) Equity transactions On December 31, 2014, April 24, 2015 and August 13, 2015, we issued 134,169, 134,168 and 134,168 Warrants, respectively, to Mr. Mitchell and 23,333, 23,333 and 23,333 Warrants, respectively, to each of Mr. Mitchell’s children, as shareholders of Gundem, as consideration for the pledge of 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. The Warrants were issued pursuant to a warrant agreement, whereby the Warrants were immediately exercisable and entitled the holder to purchase one common share for each Warrant. The Warrants issued in December 2014, April 2015 and August 2015 an exercise price of $5.99, $5.65 and $2.99 per share, respectively. The Warrants expired, unexercised, pursuant to their terms on January 6, 2018. On December 5, 2016, Randy Rochman, chief executive officer of West Family Investments, and Jonathon Fite, co-owner of the general partner of KMF Investment Partners, LP, were appointed to our board of directors. Randy Rochman and KMF Investment Partners, LP held, and currently hold, 15,000 and 69,000 Series A Preferred Shares, respectively. On March 31, 2017, these 84,000 shares ($4.2 million in liquidation value) were re-classified to related party. On December 31, 2018, we issued an aggregate of 1,808,001 common shares to holders of the Series A Preferred Shares as payment of the December 31, 2018 quarterly dividend on the Series A Preferred Shares (see Note 10 “Shareholder’s Equity”). Of the 1,808,001 common shares, 971,724 common shares were issued to Dalea, the trusts of Mr. Mitchell’s four children, Longfellow Energy, an entity controlled by Mr. Mitchell, KMF Investment Partners, LP, and Randy Rochman. For the year ended December 31, 2019, we issued 9 ,507,092 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”), our former subsidiary, 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, dated March 3, 2016, by and between Production Solutions International Petrol Arama Hizmetleri Anomin Sirketi (“PSI”), an affiliate of Mr. Mitchell, and TEMI (the “PSI 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 February 28, 2019, we and Dalea entered into an amendment (the “Note Amendment”) to the Amended Note (as amended by the Note Amendment, the “Note”), pursuant to which we and Dalea agreed to extend the maturity date of the Note to February 26, 2021 (unless otherwise accelerated in accordance with the terms of the Note). On June 28, 2019, we and Dalea entered into an amendment to the Pledge Agreement, pursuant to which we and Dalea agreed that any interest payable on the Series A Preferred Shares held by Dalea and pledged under the Pledge Agreement (i) if paid in cash, will be credited first against the outstanding principal of the Note, and upon full repayment of the outstanding principal balance of the Note, any accrued and unpaid interest on the Note, and (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 of the Note, any accrued and unpaid interest on the Note. During 2019, we reduced the principal amount of the Note by $1.0 million for amounts repaid by Dalea on February 28, 2019 in conjunction with the Note Amendment and by $0.2 million as a result of dividends paid on the Series A Preferred Shares. As of December 31, 2019 and 2018, the amount receivable under the Amended Note was $4.0 million and $5.8 million, respectively. Pledge fee agreements In connection with the pledge of the Gundem real estate and Muratli real estate to DenizBank as collateral for certain loans, on August 31, 2016, we entered into a pledge fee agreement with Gundem (the “Gundem Fee Agreement”) pursuant to which we 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 certain Diyarbakir real estate to DenizBank as collateral for certain loans, on August 31, 2016, we entered into a pledge fee agreement with Messrs. Mitchell and Uras (the “Diyarbakir Fee Agreement”) pursuant to which we 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. In connection with the pledge of certain Ankara real estate to DenizBank as collateral for certain loans, on November 28, 2017, we entered into a pledge fee agreement with Mr. Uras (the “Uras Fee Agreement”) pursuant to which we pay Mr. Uras a fee of 5% per annum of the collateral value of the Ankara real estate. Pursuant to the Uras Fee Agreement, the Ankara real estate has a deemed collateral value of $5.2 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 years ended December 31, 2019 and 2018, we reduced the principal amount of the Amended Note by $0.6 million Leases On August 7, 2018 and effective as of June 14, 2018, our wholly owned subsidiary, TransAtlantic USA, entered into a sublease agreement (the “Sublease”) with Longfellow to lease corporate office space located at 16803 North Dallas Parkway, Addison, Texas. TransAtlantic USA subleases approximately 10,000 square feet of corporate office space in Addison, Texas. The initial lease term under the Sublease commenced on June 14, 2018 (the “Commencement Date”) and expires on June 30, 2020, unless earlier terminated in accordance with the Sublease. From the Commencement Date until June 30, 2019, TransAtlantic USA is required to pay monthly rent of $18,333.33 to Longfellow, plus utilities, real property taxes, and liability insurance (to the extent that TransAtlantic USA does not obtain its own liability insurance). The monthly rent increases by $416.67 for the period commencing June 30, 2019 and ending June 30, 2021. Pursuant to the Sublease, effective as of June 14, 2018, TransAtlantic USA and Longfellow agreed to terminate the Amended and Restated Office Lease, dated June 26, 2017, by and between TransAtlantic USA and Longfellow. On July 1, 2018, our wholly owned subsidiary, TransAtlantic Turkey, entered into a yard lease agreement (the “Gundem Yard Lease”) with Gundem to lease four parcels of land located at Muratli – Ballihoca Degirmenyolu, Tekirdag in the Republic of Turkey. TransAtlantic Turkey is permitted to use the land for storage, maintenance, and staging of materials and equipment. The lease term under the Gundem Yard Lease commenced on July 1, 2018 and expires on June 30, 2023, unless earlier terminated in accordance with the Gundem Yard Lease. From July 1, 2018 to December 31, 2018, TransAtlantic Turkey is required to pay monthly rent of $8,500.00; from January 1, 2019 to December 31, 2019, TransAtlantic Turkey is required to pay monthly rent of $8,755.00; from January 1, 2020 to December 31, 2020, TransAtlantic Turkey is required to pay monthly rent of $9,017.00; from January 1, 2021 to December 31, 2021, TransAtlantic Turkey is required to pay monthly rent of $9,288.00; from January 1, 2022 to December 31, 2022, TransAtlantic Turkey is required to pay monthly rent of $9,566.00; and from January 1, 2023 to June 30, 2023, TransAtlantic Turkey is required to pay monthly rent of $9,853.00. On January 1, 2019, our wholly owned subsidiary, TEMI, entered into a yard lease agreement (the “Diyarbakir Yard Lease”) with Mr. Uras to lease six parcels of land located at Diyarbakir in the Republic of Turkey. TransAtlantic Turkey is permitted to use the land for storage, maintenance, and staging of materials and equipment. The lease term under the Diyarbakir Yard Lease commenced on January 1, 2018 and expires on June 30, 2023, unless earlier terminated in accordance with the Diyarbakir Yard Lease. From January 1, 2019 to December 31, 2019, TransAtlantic Turkey is required to pay monthly rent of $40,000.00; from January 1, 2020 to December 31, 2020, TransAtlantic Turkey is required to pay monthly rent of $41,000.00; from January 1, 2021 to December 31, 2021, TransAtlantic Turkey is required to pay monthly rent of $42,025.00; from January 1, 2022 to December 31, 2022, TransAtlantic Turkey is required to pay monthly rent of $43,076.00; and from January 1, 2023 to June 30, 2023, TransAtlantic Turkey is required to pay monthly rent of $44,153.00. Service transactions We are a party to a Service Agreement (as amended, the “Service Agreement”) with Longfellow, Viking Drilling LLC Riata Management, LLC MedOil Supply, LLC LFN Holdco, LLC Red Rock Minerals, LP Red Rock Minerals II, LP Red Rock Advisors, LLC Production Solutions International Limited NexLube Operating, LLC 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, with automatic one-year extensions absent notice of termination from either party. 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 PSI. PSI is beneficially owned by Dalea Investment Group, LLC, which is controlled by Mr. Mitchell. Consequently, on March 3, 2016, TEMI entered into the PSI MSA on substantially similar terms to our prior master services agreements with Viking International, VOS and VGS. Pursuant to the PSI MSA, PSI will perform services on behalf of TEMI and its affiliates. On February 28, 2019, TEMI and PSI entered into an amendment (the “PSI MSA Amendment”) to the PSI MSA, pursuant to which PSI and TEMI agreed to extend the primary term of the PSI MSA to February 26, 2021, with automatic successive renewal terms of one (1) year each, unless terminated by PSI or TEMI by written notice at least sixty (60) days prior to the end of the primary term or any successive renewal term. The master services agreements with each of Viking International, VOS and Viking Geophysical currently remain in effect. For the years ended December 31, 2019 and 2018, we incurred capital and operating expenditures of $10.5 million and $10.6 million, respectively, related to our various related party agreements. The following table summarizes related party accounts receivable and accounts payable as of December 31, 2019 and December 31, 2018: 2019 2018 (in thousands) Related party accounts receivable: Service Agreement $ 433 $ 526 PSIL MSA 128 352 Total related party accounts receivable $ 561 $ 878 Related party accounts payable: Service Agreement $ 204 $ 372 PSIL MSA 3,959 2,439 Board of Directors 99 111 Total related party accounts payable $ 4,262 $ 2,922 |