History
TransAtlantic grew into a Turkey-focused oil and gas company financed heavily by its chairman's family, then was bought out by those insiders for $0.13 a share in 2020.
2009-2011: Building a Turkish business
TransAtlantic Petroleum became a Bermuda company on 7 October 2009, moving from Alberta, Canada, and renaming itself TransAtlantic Petroleum Ltd. It then had 253.6 million common shares outstanding. By December 2009 the New York Stock Exchange had cleared its shares for listing, and it lined up its first real bank facility: a three-year credit line with Standard Bank and BNP Paribas, worth up to $250 million, though lenders committed only $30 million at the start. The loan carried a condition that it would be in default if Chairman N. Malone Mitchell 3rd stopped being executive chairman or he and his affiliates fell below 35% ownership.
The company then grew by acquisition. In July 2010 it agreed to buy Amity Oil International and Petrogas from Zorlu Holding for about $96.5 million cash, gaining interests in 18 exploration licences and one production lease across roughly 2 million gross acres in Turkey. Up to $100 million of financing came from Dalea Partners, the chairman's company. In September 2010 it raised about $80.6 million by placing 30.4 million shares at $2.80 each, with shares bought by Mitchell or his affiliates carved out of the placement agents' fee. In 2011 it bought Thrace Basin Natural Gas Turkiye (TBNG) from Mustafa Mehmet Corporation. It paid 18.5 million shares, royalty interests and $10 million cash, gaining about 41.5% of the production and acreage of TBNG and Pinnacle, with Valeura Energy taking about 40%. In May 2011 it also replaced its bank facility with a new five-year one and repaid a $30 million bridge loan.
2012-2013: Selling the services arm
In February 2012 the company agreed in principle to sell its oilfield-services business, Viking International and Viking Geophysical, to a venture owned by Dalea and Abraaj for $164 million. A special committee of independent directors negotiated and approved the definitive deal in March, given the conflict of interest. The price was $152.5 million in cash plus an $11.5 million note from Dalea, guaranteed personally by Mr. Mitchell. The sale closed on 19 June 2012, and the company signed service agreements to keep buying drilling, stimulation and other services from Viking. The share count shown for the end of 2012, about 36.9 million, is far below the prior year, but the beats do not explain the change. The record for 2013 is quiet.
2014-2016: Albania and the oil downturn
In September 2014 the company agreed to buy Calgary-listed Stream Oil & Gas, and it closed in November. This brought three onshore oil fields and a natural gas concession in Albania, covering about 75,000 net acres. Financing then became harder as oil prices fell. In January 2015 it raised $37.7 million, with $9.7 million more pending, through 13% convertible notes maturing in 2017. By November 2015 it had started a process to sell its Albanian assets to raise cash.
The reliance on the Mitchell family deepened. In January 2016 it borrowed on a $5 million, 13% convertible note from ANBE Holdings, owned by the chairman's children. In April it cut the $11.5 million Dalea note to about $7.96 million, in exchange for cancelling a roughly $3.5 million payable owed by its former subsidiary TransAtlantic Albania to Viking International. In September it refinanced its senior bank facility into a new $30 million term loan from Turkey's DenizBank, freeing $8.5 million of restricted cash. In October it agreed to sell TBNG to Valeura Energy for $22 million. In November it exchanged most of its 13% notes for a new 12% Series A Convertible Redeemable Preferred Stock at $50 a share, and raised a further $5.3 million in cash.
2017-2020: Bank debt and going private
The company kept turning to DenizBank. In November 2017 it borrowed $20.4 million at 6% to fund a drilling program at Selmo and chose to pay its preferred dividends in cash, with a related party pledging Ankara real estate as extra security for a fee. In February 2019 it took a further $20 million DenizBank term loan while amending its Dalea note and a services agreement with another Mitchell-linked company. The beats do not explain the share count rise to 76.3 million by the end of 2020.
On 2 July 2020 holders of about 80% of the Series A Preferred, led by Mitchell's Longfellow and Dalea entities, proposed buying out common shareholders at $0.13 cash per share. A definitive merger agreement followed on 7 August with TAT Holdco LLC, owned by all the Series A Preferred holders. The preferred holders approved it on 10 September, a special committee of independent directors recommended it, and dissenting common holders had Bermuda appraisal rights. In November, NYSE American sent a listing-deficiency notice after the company reported a $17.3 million shareholders' equity deficit and net losses in each of the last five fiscal years.
Shareholders approved the merger at a special meeting on 17 December 2020, and it took effect at 12:01 am Central on 18 December. Common shares were converted into $0.13 cash, restricted share units were cashed out at the same price, and the 921,000 Series A Preferred shares were cancelled for no payment. Trading on NYSE American was suspended and a Form 25 was filed to remove the shares from listing, and a later filing recorded the termination of SEC registration on 28 December. As of 21 December 2020 the company was a wholly owned subsidiary of TAT Holdco, controlled by Mitchell and the other preferred holders, after DenizBank borrowings of $20.4 million in 2017, $10 million in 2018 and $20 million in 2019.
Written from the 34 story beats below (2009 to 28 Dec 2020), which come from the company's own announcements and filings.