Each one in plain English, with the numbers worked through for a shareholder.
14 Nov 2011material agreement● Neutral
Extended repayment of its Dalea Partners credit line to March 2012 or the closing of a planned sale of its Viking oilfield-services subsidiaries, whichever came first - tying the insider loan's repayment to a divestment not yet publicly announced.
Got another short compliance-deadline extension on its Standard Bank facility, this time for Turkish regulatory approvals needed by its Amity and Petrogas subsidiaries.
Leased new Addison, Texas office space from Longfellow Energy - a company indirectly owned by Chairman Mitchell's family - adding another related-party contract to its books.
23 Aug 2011capital raising announcement▲ GoodMajor
Amended report on the June 7, 2011 closing of the TBNG purchase from Mustafa Mehmet Corporation: TransAtlantic paid 18.5 million common shares, certain overriding royalty interests and $10.0 million in cash (the $10.0 million option fee paid in Nov 2010 was applied toward this). It gained about 41.5% of the production and acreage of TBNG and Pinnacle (about 10.0 million cubic feet of gas per day before royalties), with Valeura taking about 40.0% and PTHC about 18.5%. The amendment itself only moves the closing disclosure from Item 2.01 to Item 8.01 and drops the financial statement requirement. This resolves the 2010-11 TBNG negotiation thread.
Increased its Standard Bank credit facility borrowing base to $95 million as Amity Oil formally joined as a borrower, reflecting the larger reserve base from 2010's acquisitions.
10 June 2011asset acquisition disposition▲ GoodMajor
Closed the purchase of all TBNG shares from Mustafa Mehmet Corporation for 18.5 million shares, royalty interests and $10.0 million cash, with the earlier $10.0 million option fee applied to the price. In a simultaneous multi-party closing it got about 41.5% of TBNG and Pinnacle's production and acreage, while Valeura took about 40.0%.
Replaced its original three-year Standard Bank/BNP Paribas facility with a new five-year amended and restated credit facility, using part of the proceeds to repay the $30 million bridge loan taken out for the Amity/Petrogas purchase.
TransAtlantic Worldwide signed a share purchase agreement with Mustafa Mehmet Corporation to buy all of TBNG for 18.5 million shares plus 1.0%-2.5% overriding royalty interests. Separately, it extended its letter agreement with Valeura to May 2, 2011.
Got a waiver on its original Standard Bank facility excusing a delay in delivering audited 2010 financial statements without a going-concern qualification, plus more time for its Q1 2011 unaudited financials.
Opened talks to sell a 61.54% stake in Pinnacle Turkey (part of the TBNG/PTI package under option) to Valeura Energy for about $61.5 million - a possible partial exit from the MMC deal rather than buying it all itself.
Extended, for a second time, the deadline for its Petrogas subsidiary to obtain a Turkish natural gas wholesale license before triggering a required $4 million debt paydown under its Standard Bank facility.
Got a waiver on its original Standard Bank credit facility after a reserves-report deadline slipped, but the waiver came with a borrowing-base cut to $37 million from $45 million until an updated reserve report was delivered.
Paid $10 million for an option to acquire Thrace Basin Natural Gas Turkiye and Pinnacle Turkey for $100 million cash plus 18.5 million shares - the opening move in what would become a year-long, repeatedly-extended negotiation.
Its Viking International subsidiary agreed to provide management and marketing services to Viking Petrol Sahasi Hizmetleri, an entity indirectly owned by Chairman Mitchell, for cost reimbursement plus an 8% management fee - another related-party services arrangement.
Agreed to sell 30,357,143 shares at $2.80 each in a registered direct offering, for about $85.0 million gross and an estimated $80.6 million net. Shares sold to Chairman Mitchell or his affiliates were excluded from the 5% placement agent fee.
Borrowed $30 million from Standard Bank on a short-term basis to help finance the Amity/Petrogas purchase price, bridging until longer-term facilities were arranged.
Agreed to buy Amity Oil International and Petrogas from Zorlu Holding for about $96.5 million cash, gaining interests in 18 exploration licenses and one production lease across roughly 2 million gross acres in Turkey's Thrace Basin and central Turkey - the company's biggest acquisition yet.
1 July 2010security holder rights change● NeutralMajor
Arranged up to $100 million in new financing from Dalea Partners (the chairman's company) specifically to fund the pending acquisitions of Amity Oil International and Petrogas - the company's largest deal to date depended on insider capital to close.
Its oilfield-services subsidiary Viking International borrowed up to $30 million in equipment financing from Dalea Partners at 10% interest, another slice of insider-provided capital.
Amended filing restating the December 2009 bank credit line: a three-year senior facility with Standard Bank and BNP Paribas, with a $30 million initial borrowing base and lender commitments of $30 million (borrowing base can rise to a $250 million maximum). It carries interest at three-month LIBOR plus 6.25% and matures on the earlier of Dec 21, 2011 or a sharp fall in Turkish reserves. It is secured on substantially all borrower assets, and it counts as a default if Chairman Mitchell stops being executive chairman or he and his affiliates fall below 35% ownership. The amendment only corrects typos in the exhibit and updates the Item 1.01 text. This continues the Dec 28, 2009 summary, which described the line as up to $250 million, although actual commitments are $30 million.
Lined up its first real bank facility - a three-year, up-to-$250 million senior credit line with Standard Bank and BNP Paribas - to fund Turkish oil and gas development, starting with a $30 million initial borrowing base. This began weaning the company off pure insider financing and onto conventional reserve-based bank debt.
Moved its common shares from the OTC Bulletin Board up to NYSE Amex, trading under ticker TAT starting December 8, 2009 - an upgrade, not a compliance issue.
Closed the follow-on offering, registering 44.0 million shares sold through underwriters and 4.3 million shares sold directly to Dalea, again giving the chairman's company a direct allocation alongside public investors.
Filed another preliminary Canadian prospectus for a follow-on share offering to fund its 2010 capital program, targeting a close around November 23, 2009.