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| TAT > SEC Filings for TAT > Form 8-K on 19-Jun-2012 | All Recent SEC Filings |
19-Jun-2012
Entry into a Material Definitive Agreement, Termination of a Materia
Viking International and Viking Petrol Master Services Agreements. On June 13, 2012, in connection with the closing of the transactions contemplated by the Stock Purchase Agreement (as defined below), TransAtlantic Petroleum Ltd. (the "Company") entered into separate Master Services Agreements (each, an "Agreement") with each of Viking International Limited ("VIL") and Viking Petrol Sahasi Hizmetleri A.S. ("VOS" and together with VIL, the "Contractors"). Pursuant to the Agreements, the Contractors agreed to provide services, including acid stimulation, cementing, coiled tubing, dirt and construction, drilling fluids and services, drilling rigs, directional drilling (including down hole motors and tools), fracture stimulation, mud logging, nitrogen, rentals and fishing tools, trucking, underbalanced, water, work over rigs, cased hold wire line and roustabout services (collectively, the "Services") and materials, including the furnishing, sale, lease or rental of labor, equipment, vehicles, tools, instruments, materials, supplies, goods, machinery or other products (collectively, the "Materials") to the Company from time to time in Bulgaria, Romania, Turkey and certain other specified countries as set forth in the Agreements. At any time when the Company desires Services or Materials to be provided under the Agreements, the Services or Materials to be provided by the Contractors are to be set forth in a drilling contract or work order between the parties. Under the terms of the Agreements, the Company will pay the Contractors for the Services in accordance with the prices set forth in a price book, as adjusted annually by the parties.
Pursuant to the Agreements, the Company is entitled to terms (including pricing) that are at least as favorable to the Company as those offered by the Contractors to other customers for products or services identical or substantially similar to, and in the same geographic region as, the Services or Materials. In addition, the Contractors have the right to bid or quote for any Services or Materials requested or subjected to a competitive bidding process by the Company and, if a third party bid is lower than the bid offered by the Contractor for such Services or Materials, the Contractors have the right to bid at a price equal to ninety-nine percent (99%) of the price of such lower bid.
The Agreements have a five-year term and automatically renew for successive
one-year terms, unless terminated upon prior written notice by either party.
Each of the Agreements has terms consisting of two phases. For the first four
months, the Contractors are required to provide the Company with any and all
Services and Materials utilizing equipment, personnel and capacity that it has
available, with the Company possessing a right of first refusal, on a firm
basis, for any Services or Materials that the Contractors propose to provide to
third parties. For the remainder of the term, certain Services and Materials can
be contracted for on a firm basis, at less than 100% utilization, and for such
periods and upon such terms as the Company and the Contractors may agree, with
the Contractors free to contract with third parties for the remaining capacity
in the event that the Company does not utilize all of Contractors' capacity. The
Agreements are subject to events of default and may be terminated upon prior
written notice if the other party: (i) enters bankruptcy or receivership,
(ii) makes an assignment for the benefit of creditors, or (iii) commits a
material breach of the Agreement. The Agreements contain customary
representations, warranties, covenants, confidentiality provisions and
indemnification rights.
The foregoing description of the Agreements do not purport to be complete and is qualified in its entirety by reference to the actual terms of the Agreements, which are filed as Exhibits 10.1 and 10.2 hereto, and are incorporated herein by reference.
Viking Geophysical Master Services Agreement. On June 13, 2012, in connection with the closing of the transactions contemplated by the Stock Purchase Agreement, the Company and Viking Geophysical Services, Ltd. ("VGS") also entered into a Master Services Agreement (the "VGS Agreement"). Pursuant to the VGS Agreement, VGS agreed to provide geophysical services (the "VGS Services") and materials, including the furnishing, sale, lease or rental of labor, equipment, vehicles, tools, instruments, materials, supplies, goods, machinery or other products (collectively, the "VGS Materials") to the Company from time to time in Bulgaria, Romania, Turkey and certain other specified
Pursuant to the VGS Agreement, the Company is entitled to terms (including pricing) that are at least as favorable to the Company as those offered by VGS to other customers for products or services identical or substantially similar to, and in the same geographic region as, the VGS Services or VGS Materials. In addition, VGS has the right to bid or quote on for any VGS Services or VGS Materials requested or subjected to a competitive bidding process by the Company and, if a third party bid is lower than the bid offered by VGS for such VGS Services or VGS Materials, VGS has the right to bid at a price equal to ninety-nine percent (99%) of the price of such lower bid.
The VGS Agreement is subject to a five-year term and automatically renews for
successive one-year terms, unless terminated upon prior written notice by either
party. The term of the VGS Agreement consists of two phases. For the first four
months, VGS is required to provide the Company with any and all VGS Services and
VGS Materials utilizing equipment, personnel and capacity that it has available,
with the Company possessing a right of first refusal, on a firm basis, for any
VGS Services or VGS Materials that VGS proposes to provide to third parties. For
the remainder of the term, VGS Services and VGS Materials can be contracted for
on a firm basis, at less than 100% utilization, and for such periods and upon
such terms as the Company and VGS may agree, with VGS being free to contract
with third parties for the remaining capacity in the event that the Company does
not utilize all of VGS' capacity. The VGS Agreement is subject to events of
default and may be terminated upon prior written notice if the other party:
(i) enters bankruptcy or receivership, (ii) makes an assignment for the benefit
of creditors, or (iii) commits a material breach of the VGS Agreement. The VGS
Agreement contains customary covenants, confidentiality provisions and
indemnification rights.
. . .
VOS Management Services Agreement. Effective June 13, 2012, in connection with the closing of the transactions contemplated by the Stock Purchase Agreement, the Company terminated the Management Services Agreement, dated as of April 20, 2012 (the "VOS Agreement"), by and between the Company and VOS. No early termination penalties were incurred by the Company in connection with the termination of the VOS Agreement.
A description of the material terms of the VOS Agreement can be found in the Company's Current Report on Form 8-K filed on April 26, 2012, which description is incorporated herein by reference. The information set forth in Item 1.01 is hereby incorporated by reference into this Item 1.02.
Closing of Stock Purchase Agreement. On June 13, 2012, the Company closed the transactions contemplated by that certain Stock Purchase Agreement dated March 15, 2012 (the "Stock Purchase Agreement") by and between the Company, VIL, VGS, SRL, TransAtlantic Worldwide, Ltd. ("TAW"), Longe Energy Limited ("Longe"), TransAtlantic Petroleum (USA) Corp. ("USA"), TransAtlantic Petroleum Cyprus Limited ("Cyprus" and together with TAW, Longe and USA, "Sellers") and Dalea. Sellers are wholly owned subsidiaries of the Company and prior to closing, each of VIL, VGS and SRL were wholly owned subsidiaries of the Company.
Pursuant to the Stock Purchase Agreement, Buyer purchased all of the issued and outstanding shares of each of VIL, VGS and SRL for an aggregate purchase price of $167.2 million (the "Purchase Price"), consisting of $155.7 million in cash and an $11.5 million promissory note from Dalea. As described in Item 1.01 above, the promissory note is payable five years from the date of issuance or earlier upon the occurrence of certain specified events, bears interest at a rate of 3.0% per annum and is guaranteed by Mr. Mitchell. Buyer is a joint venture owned by Dalea and funds advised by Abraaj Investment Management Limited (an affiliate of Abraaj Capital Holdings Limited, one of the leading private equity groups investing in emerging markets). Mr. Mitchell, the Company's chairman of the board of directors and chief executive officer, and his wife own 100% of Dalea.
The Purchase Price was negotiated and approved by a special committee of four of the Company's independent directors (the "Special Committee"). The Special Committee retained an independent financial advisor to assist it in evaluating and negotiating the Purchase Price. In approving the Purchase Price, the Special Committee based its decision in part on an opinion from the independent financial advisor, subject to certain assumptions and limitations as provided therein, that the consideration to be paid by the Buyer was fair, from a financial point of view, to the Company.
A description of the material terms of the Stock Purchase Agreement can be found in the Company's Current Report on Form 8-K filed on March 20, 2012, which description is incorporated herein by reference. The information set forth in Item 1.01 is hereby incorporated by reference into this Item 2.01.
(b) Pro Forma Financial Information.
Attached as Exhibits 99.1, 99.2 and 99.3 hereto and incorporated by reference herein are the following unaudited pro forma condensed consolidated financial statements of the Company:
• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2012.
• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2012.
• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2011.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Master Services Agreement, dated June 13, 2012, by and between
TransAtlantic Petroleum Ltd. and Viking International Limited.
10.2 Master Services Agreement, dated June 13, 2012, by and between
TransAtlantic Petroleum Ltd. and Viking Petrol Sahasi Hizmetleri
A.S.
10.3 Master Services Agreement, dated June 13, 2012, by and between
TransAtlantic Petroleum Ltd. and Viking Geophysical Services,
Ltd.
10.4 Transition Services Agreement, dated June 13, 2012, by and
between TransAtlantic Petroleum Ltd. and Viking Services
Management, Ltd.
10.5 Convertible Promissory Note, dated June 13, 2012, made by Dalea
Partners, LP. for the benefit of TransAtlantic Petroleum Ltd.
99.1 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 2012.
99.2 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Three Months Ended March 31, 2012.
99.3 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 2011.
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