28 Dec 2020listing compliance notice▼ BadMajor
TRANSATLANTIC PETROLEUM LTD. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
21 Dec 2020business combination● NeutralMajor
This is the final amendment to the going-private paperwork, confirming the merger closed at 12:01 am Central on December 18, 2020, after shareholders approved it at the December 17 special meeting. Common shareholders (other than excluded and dissenting shares) became entitled to $0.13 cash per share, RSUs vested and were cashed out at the same price, and the 921,000 Series A Preferred shares were cancelled with no payment. The filing says NYSE American has filed a Form 25 to delist the shares, and that Merger Sub intends to file a Form 15 to end SEC reporting; this resolves the open threads on the shareholder vote and closing, while the Form 15 deregistration is stated as intended, not yet done.
18 Dec 2020listing compliance notice● NeutralMajor
TRANSATLANTIC PETROLEUM LTD.'s exchange filed to remove a class of its securities from listing.
18 Dec 2020business combination▼ BadMajor
Completed the going-private merger at 12:01 am Central on December 18, 2020, after shareholders approved it on December 17. Each common share (other than excluded shares) was converted into $0.13 cash, trading on NYSE American was suspended, and all directors and executive officers resigned.
25 Nov 2020debt financing● Neutral
Got its 2019 DenizBank term loan's interest rate cut and repayment schedule eased for the final year, one of the last financing adjustments before the going-private merger closed.
13 Nov 2020listing compliance notice▼ BadMajor
Received a NYSE American listing-deficiency notice after reporting a $17.3 million shareholders' equity deficit and net losses in each of the last five fiscal years - a stark confirmation of the financial deterioration behind the pending buyout.
4 Nov 2020business combination● Neutral
Amendment No. 2 to the going-private Schedule 13E-3, filed alongside the definitive proxy statement. It carries forward the Amendment No. 1 figures: 76,704,473 common shares, $9,971,581 maximum aggregate value, $0.13 per share, and preferred shares cancelled for no payment. It adds no new terms in the visible text; it is a companion to the definitive proxy.
4 Nov 2020business combination▼ BadMajor
Definitive proxy statement sent to common shareholders for a special meeting on Dec 17, 2020 (record date Nov 2) to vote on the merger with TAT Holdco at $0.13 cash per share. Approval needs 75% of votes cast. The preferred holders, who are the buyer group, already approved it on Sept 10, and dissenting common holders have Bermuda appraisal rights. If it closes, common shareholders lose their equity interest, shares leave NYSE American and the TSX, and SEC reporting ends. This moves the 2020 going-private thread from preliminary to the shareholder-vote stage, but the merger is not yet approved or completed.
9 Oct 2020business combination● Neutral
Amendment No. 1 to the going-private filing raises the share count and maximum aggregate value: 76,704,473 common shares (including 368,916 under RSU awards) and $9,971,581, up from $8,964,177. The $0.13 per share price is unchanged, and Jonathan Fite is now added as a filing person (his affiliate KMF is among the preferred holders). The filing does not explain why the share count rose, so any reason would be inference.
30 Sept 2020capital raising announcement▼ Bad
Paid its Q3 2020 Series A Preferred dividend in stock once more, at a share price down to $0.24 - about a tenth of its 2013 highs - as the going-private deal moved toward closing.
23 Sept 2020business combination● Neutral
Filed the required Schedule 13E-3 for the going-private merger, listing the company, the buyer entities (TAT Holdco, TAT Merger Sub) and the Mitchell family entities and other preferred holders as filers. It repeats the terms already in the Sept 22 proxy: common shareholders get $0.13 cash per share (maximum aggregate $8,964,177), and the 921,000 preferred shares are cancelled with no payment. It adds no new terms; it is a companion filing to the preliminary proxy, and the merger is not yet complete.
22 Sept 2020debt financing● Neutral
Had Chairman Mitchell personally pledge Turkish real estate (including the Gundem resort and Diyarbakir property) to secure continued DenizBank support, restructured through the same buying group now taking the company private.
22 Sept 2020business combination▼ BadMajor
Preliminary proxy statement (filed Sept 22, 2020) for the going-private merger agreed Aug 7, 2020 with TAT Holdco LLC: common shareholders would receive $0.13 cash per share (maximum aggregate value $8,964,177 for 68,955,206 shares including RSUs), while the preferred shares would be cancelled for no payment. The merger needs 75% of votes cast by common holders; the preferred holders, who are the buyer group and include Chairman/CEO Mitchell and directors Fite and Rochman, already approved it on Sept 10, 2020. A special committee of independent directors recommended it, and dissenting common holders have Bermuda appraisal rights. The merger is not yet completed; this is a preliminary filing and the shareholder meeting date is left blank. This continues the 2020 going-private thread.
7 Aug 2020business combination▼ BadMajor
Signed a definitive merger agreement: a new entity controlled by 100% of its Series A Preferred holders (essentially Chairman Mitchell's family and a handful of other preferred investors) would buy out every other common shareholder for $0.13 cash per share - taking the company fully private under the same insiders who had financed and partly owned it for over a decade.
3 Aug 2020capital raising announcement▼ Bad
Paid its Q2 2020 Series A Preferred dividend in stock again, even as the going-private buyout talks with its own preferred holders were underway.
2 July 2020material agreement▼ BadMajor
Disclosed a non-binding letter of intent for a going-private buyout: a group holding about 80% of its Series A Preferred Shares - led by Chairman Mitchell's own Longfellow and Dalea entities - proposed buying out all remaining common shareholders at $0.13 cash per share.
2 Jan 2020capital raising announcement▼ Bad
Paid its Q4 2019 Series A Preferred dividend in stock again (4.5 million shares) rather than cash, continuing a pattern stretching back to late 2017.
28 June 2019material agreement● Neutral
Amended its pledge agreement with Dalea so that dividends on preferred shares Dalea had pledged as collateral would be applied first against the balance the chairman's company still owed the company - another independent-director-approved tweak to the insider debt from the 2012 Viking sale.
17 Apr 2019material agreement● Neutral
Amended its long-running services agreement covering Longfellow, Viking Drilling, Riata Management and several other Mitchell-linked entities for the third time, keeping the web of related-party service contracts current.
28 Feb 2019debt financing● NeutralMajor
Took on a new $20 million DenizBank term loan while simultaneously amending the Dalea promissory note and the PSIL services agreement (both Mitchell-linked) - insider financing arrangements and bank debt kept being renegotiated in parallel.
7 Aug 2018material agreement termination● Neutral
Terminated its Addison, Texas office lease with Longfellow Energy (a Mitchell family company) in favor of a cheaper sublease arrangement - a small cost-cutting move.
6 July 2018production update▲ Good
Reported Q2 2018 production of about 2,777 BOEPD (rising to ~3,082 BOEPD since), converted its West Molla block to a full production license, and said its asset marketing process - running since 2015 - was still ongoing.
25 June 2018auditor change● Neutral
Named RBSM LLP as its new independent auditor for fiscal 2018, completing the transition after PMB Helin Donovan's exit two weeks earlier.
13 June 2018auditor change● Neutral
Lost its auditor, PMB Helin Donovan, after the firm decided to exit public-company audit work entirely - not a dispute over TransAtlantic's own books.
1 June 2018debt financing● Neutral
Borrowed a further $10 million from DenizBank under its master credit agreement, its third layered term loan with the bank.
6 Apr 2018material agreement● Neutral
Adopted a form of Executive Retention Incentive Agreement for its leadership team, disclosed alongside a routine investor-conference presentation.
29 Nov 2017debt financing● NeutralMajor
Borrowed a further $20.4 million from DenizBank at 6% to launch a new drilling program at Selmo, deepening its reliance on Turkish bank debt, and decided to pay the upcoming dividends on its 12% preferred shares in cash; a related party pledged Ankara real estate as extra collateral in return for a fee of 5% a year on its $5.2 million deemed value.
2 Oct 2017capital raising announcement▼ Bad
Paid its Series A Preferred dividend in newly issued common shares rather than cash for the first time - another sign the cash cushion from the 2016 note-to-preferred exchange was already thinning.
3 May 2017material agreement▼ Bad
Got its DenizBank term loan's maturity pushed back four months (to June 2018) and monthly payments reduced, easing near-term cash pressure.
28 Feb 2017asset acquisition disposition● Neutral
Filed pro forma financials for the TBNG/Valeura disposition and declared its first quarterly cash dividend on the new Series A Preferred Shares, $1.50 per share, alongside an investor conference presentation.