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Quotes & Info
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| TRGL > SEC Filings for TRGL > Form 8-K on 6-Oct-2009 | All Recent SEC Filings |
6-Oct-2009
Entry into a Material Definitive Agreement, Completion of Acquisition or
Sale of Toreador Hungary Limited
On September 30, 2009, Toreador Resources Corporation, a Delaware corporation (the "Company"), entered into a Quota Purchase Agreement (the "Quota Purchase Agreement") with RAG (Rohöl-Aufsuchungs Aktiengesellschaft), a corporation organized under the laws of Austria ("RAG"), pursuant to which the Company agreed to sell 100% of its equity interests in Toreador Hungary Limited ("Toreador Hungary") to RAG for total consideration consisting of (1) a cash payment of €3.7 million (US$5.4 million) paid at closing, (2) €300,000 (US$435,000), which was held back and is subject to a post-closing adjustment, and (3) a contingent payment of €2 million (US$2.9 million) to be paid upon post-transaction completion of agreements relating to certain assets of Toreador Hungary. The Quota Purchase Agreement contains customary warranties, covenants and indemnities. The closing of the sale of Toreador Hungary was completed on September 30, 2009.
The description of the Quota Purchase Agreement above is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1.
Sale of Toreador Turkey Ltd.
On September 30, 2009, the Company entered into a Share Purchase Agreement (the "Share Purchase Agreement") with Tiway Oil BV, a company organized under the laws of the Netherlands ("Tiway"), and Tiway Oil AS, a company organized under the laws of Norway, pursuant to which the Company agreed to sell 100% of the outstanding shares of Toreador Turkey Ltd. ("Toreador Turkey") to Tiway for total consideration consisting of: (1) a cash payment of $10.6 million to be paid at closing (subject to a post-closing adjustment), (2) exploration success payments dependent upon certain future commercial discoveries as provided in the Share Purchase Agreement, up to a maximum aggregate consideration of $40 million, and (3) future quarterly 10% pre-tax net profit interest payments if a field goes into production that was discovered by an exploration well drilled within four years of closing on certain of the licenses then still held by Tiway. The Share Purchase Agreement contains customary warranties, covenants and indemnities. The sale of Toreador Turkey is not subject to any conditions and is expected to close on October 7, 2009.
The description of the Share Purchase Agreement above is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached hereto as Exhibit 10.2.
The information required by this Item is included in Item 1.01 under the heading "Sale of Toreador Hungary Limited" and is incorporated by reference herein.
On October 1, 2009, the Company issued a press release announcing its sale of Toreador Hungary and Toreador Turkey, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K is included as Exhibit 99.2 and is incorporated herein by reference.
(d) Exhibits.
Exhibit No. Description
10.1 Quota Purchase Agreement, dated September 30, 2009, between the Company
and RAG.
10.2 Share Purchase Agreement, dated September 30, 2009, between the
Company, Tiway and Tiway Oil AS.
99.1 Press release issued by the Company on October 1, 2009.
99.2 Unaudited pro forma financial statements.
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