HAMILTON, Bermuda, September 22, 2020 (GLOBE NEWSWIRE) – Transatlantic Petroleum Ltd. (TSX: TNP) (NYSE American: TAT) (the “Company” or “TransAtlantic”) announced today that the Company has entered into an amended and restated loan and guarantee agreement.
Modified and updated Loan and Guarantee Agreement
On September 22, 2020, the Company entered into an amended and restated loan and guarantee agreement (the “A&R Loan Agreement”) with Dalea Investment Group, LLC (the “Lender”), an entity controlled by a group of holders (the “Preferred Shareholders Group”) representing 100% of the outstanding 12.0% Convertible Redeemable Series A Preferred Shares of the Company, which was also signed by N. Malone Mitchell 3rd (“Mr. Mitchell”) , Selami Erdem Uras (“Mr. Uras”), and Gundem Turizm Yatirim Ve Isletmeleri AS, a Turkish joint stock company (“Gundem” and together with Mr. Mitchell and Mr. Uras, the “Denizbank Pledgors”), which are third parties beneficiaries with respect to certain provisions below, in order to accept and only accept certain provisions below.
The members of the Preferred Shareholders Group are Longfellow Energy, LP (“Longfellow”), Dalea Partners, LP (“Dalea”), Alexandria Nicole Mitchell Trust 2005, Elizabeth Lee Mitchell Trust 2005, Noah Malone Mitchell Trust 2005, Stevenson Briggs Mitchell, KMF Investments Partners, LP, West Investment Holdings, LLC, Randall I. Rochman and Betsy Rochman. Longfellow and Dalea are affiliated with the Chairman of the Board and Chief Executive Officer of the Company, Mr. Mitchell.
The A&R loan agreement amends and reaffirms that certain loan and guarantee agreements, dated August 7, 2020 by and between the Company and the lender (the “loan agreement”), provide that the lender undertakes (the “commitment of pledge ”) to cause pledges by (a) Mr. Mitchell and Mr. Uras of their interests in the real estate of Diyarbakir, and (b) by Gundem of its interests in the Gundem Resort Hotel, Asarlik Mevkii Gumbet, Bodrum Turkey and Muratli Real Estate (the “Denizbank Commitments”) in favor of Denizbank AS (“Denizbank”) to continue in order to ensure that certain General Credit Agreement, dated August 23, 2016, by and between, TransAtlantic Exploration Mediterranean International Pty Ltd, TransAtlantic Turkey, Ltd., DMLP, Ltd., and Talon Exploration, Ltd. (the “Denizbank Credit Agreement”) in order for the Company to obtain concessions from Denizbank under the Denizbank Credit Agreement, which may include, without limitation, an extension of the term, a decrease in amortization payments required, a leave of amortization payment and / or any other concession to improve the liquidity situation of the company. The pledge commitment is subject to certain conditions set out in the A&R Loan Agreement, including, but not limited to, the filing by the Company with the Securities and Exchange Commission (the “SEC”) of the Proxy Circular relating to the Agreement and Plan of Merger (the “Merger Agreement”), dated August 7, 2020, by and between the Company, TAT Holdco LLC, a Texas Limited Liability Company (“Parent”), and TAT Merger Sub LLC, a Texas limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), under which the Company will be amalgamated with and into Merger Sub with Merger Sub surviving as a Texas limited liability company and a wholly-owned subsidiary of Parent (the “Merger”), in form and substance reasonably satisfactory to the Lender, and only until such time as the Company has opted out or ceased to apply for it. approval diligently.
The A&R loan agreement also provides that, subject to and after the extension of the effectiveness of Denizbank’s commitments beyond February 29, 2021, as collateral guarantee for prompt payment and full performance on maturity all rights and remedies of Denizbank Pledgors pursuant to (i) this certain pledge fee agreement, dated August 31, 2016, by and between Mr. Mitchell and Mr. Uras and the Company, and (ii) this certain agreement charge of collateral, dated August 31, 2016, by and between Gundem and the Company, the Company is obligated to grant the Denizbank Pledgors a security interest and lien on all current and future accounts of the Company, movable items, commercial tort claims, commodity accounts, commodity contracts, receivables contracts, deposit accounts, documents, financial assets, general intangible assets, instruments, investment property (including acquired all the rights, titles and interests of the Company in and over the entire share capital of TransAtlantic Petroleu m (USA) Corp., a Delaware company, and TransAtlantic Worldwide Ltd., an international trading company in the Bahamas), letters of credit, letters of credit, intangible payment assets, securities, notes receivable, choice of measures, security accounts and security rights, now or subsequently owned, held or acquired.
The A&R loan agreement contains events of default, including Denizbank’s covenants in effect on the maturity date or less than three business days before the maturity date.
Except as described above, the important terms of the A&R loan agreement are essentially similar to those of the loan agreement. A description of the material terms of the loan agreement is included in the company’s current report on Form 8-K filed with the SEC on August 7, 2020.
The Company is an international oil and gas company engaged in the acquisition, exploration, development and production of oil and natural gas. The Company holds interests in both developed and undeveloped properties in Turkey and Bulgaria.
(NO EXCHANGE, THE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.)
Certain statements in this press release regarding the Merger Agreement and the Proposed Merger constitute “forward-looking statements” under federal securities laws. These forward-looking statements are intended to be covered by the safety rules created by the Private Securities Litigation Reform Act of 1995. When the company uses words such as “anticipate”, “intend”, “plan”, “believe” , “Estimate”, “expect” or similar expressions, it does so to identify forward-looking statements. Forward-looking statements are based on current expectations which involve assumptions that are difficult or impossible to predict with precision and many of which are beyond the control of the company. Actual results may differ materially from those expressed or implied in such statements due to material risks and uncertainties, including, but not limited to, the occurrence of any event, change or other circumstance that could result in the termination of fusion. Agreement, failure to obtain the required shareholder approval for the proposed merger or failure to meet other conditions necessary to complete the proposed merger, the risks that the proposed transaction will disrupt current plans and operations, recognize the benefits of the merger, and the amount of costs, fees and expenses and charges associated with the merger. Additional information on these risks and uncertainties, as well as others that could cause actual results to differ materially from those projected, can be found in the documents filed by the company with the Securities and Exchange Commission (“SEC”). , including the Company’s Annual Report on Form 10 -K, the Company’s Quarterly Reports on Form 10-Q as well as the Transaction Report in Schedule 13E-3 and the Proxy Circular to be filed by the society. The statements contained in this press release speak only as of the date hereof, and the company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, developments future or otherwise, unless necessary. by the law.
Additional information and where to find it
In connection with the proposed transaction, the Company will file with the SEC a proxy circular on Schedule 14A. In addition, certain participants in the proposed transaction will prepare and file a Transaction Report of Schedule 13E-3 which will include the Proxy Circular on Schedule 14A and may file or provide other documents with the SEC regarding the proposed transaction. This press release does not replace the Proxy Circular, Schedule 13E-3 or any other document the Company may file or provide to the SEC. INVESTORS AND HOLDERS OF SECURITIES IN THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANNEX 13E-3) THAT ARE FILED OR PROVIDED (OR WILL BE FILED OR PROVIDED WITH THE SEC), AS WELL AS FILED OR PROVIDED WITH SEC. THAT ANY AMENDMENTS OR SUPPLEMENT TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Where available, investors and security holders may obtain copies of the Management Proxy Circular, Schedule 13E-3 and other documents filed or provided to the SEC by the Company free of charge through the Site Web operated by the SEC at www.sec.gov or by contacting the Secretary General of TransAtlantic Petroleum Ltd., c / o TransAtlantic Petroleum (USA) Corp., 16803 Dallas Parkway, Addison, TX 75001 or (214) 220-4323.
Participants in the solicitation
The Company and its directors and senior officers and other officers and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from the shareholders of the Company in connection with the transaction. proposed. Information regarding who may be considered to be “participants” in the proxy solicitation will be set out in the proxy circular and in the transaction statement in Schedule 13E-3 relating to the merger when filed. with the SEC. Information regarding the directors and senior officers, including a description of their direct interests, by title or otherwise, in the company is contained in the proxy circular for the final annual meeting of the company filed with the SEC on 20 April 2020. You can get a free copy of this document as described in the “More Information and Where to Find It” section above. Investors may obtain additional information regarding the direct and indirect interests of these potential participants in the proposed transaction by reading the Proxy Circular, the Transaction Statement in Schedule 13E-3 and other relevant documents filed with the SEC when they become available.
Vice-president, general counsel and general secretary
TransAtlantic Petroleum Ltd.
16803 Dallas Parkway
Addison, Texas 75001