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): April 23, 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):
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☐ | 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 8.01 Other Events.
On April 21, 2020, the special committee of the board of directors (the “Committee”) of TransAtlantic Petroleum, Ltd. (the “Company”) received an unsolicited offer (the “Offer”) from N. Malone Mitchell 3rd, the Company’s chief executive officer and chairman of the board of directors, on behalf of a group of the Company’s current shareholders (the “Mitchell Group”), to acquire 100% of the Company’s outstanding common shares, subject to certain conditions. A copy of the Offer is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Committee is in the process of hiring a financial advisor to assist with its review and evaluation of the Offer and any other offers that might be received. There is no assurance that the Offer will result in a sale of the Company or any other transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description of Exhibit |
99.1 | Non-binding Letter of Intent and Term Sheet, dated April 20, 2020, from Longfellow Energy, LP, Dalea Partners, LP, Alexandria Nicole Mitchell Trust 2005, Elizabeth Lee Mitchell Trust 2005, Noah Malone Mitchell Trust 2005, and Stevenson Briggs Mitchell to the Strategic Committee of the Board of Directors of TransAtlantic Petroleum, Ltd. |
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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.
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Date: | April 23, 2020 | | |
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| | TRANSATLANTIC PETROLEUM LTD. |
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| | By: | /s/ Tabitha T. Bailey |
| | | Tabitha T. Bailey |
| | | Vice President, General Counsel, and Corporate Secretary |
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