UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2014

 

 

TRANSATLANTIC PETROLEUM LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   001-34574   None

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

16803 Dallas Parkway

Addison, Texas

   75001
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 220-4323

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01 Regulation FD Disclosure

On September 2, 2014, TransAtlantic Petroleum Ltd. (the “Company”) entered into an arrangement agreement (the “Arrangement Agreement”) to acquire Stream Oil & Gas Ltd. A copy of the press release announcing the Company’s entry into the Arrangement Agreement is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

On September 2, 2014, the Company posted an investor presentation to its website at www.transatlanticpetroleum.com. A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

   

Description of Exhibit

99.1    Press release, dated September 2, 2014, issued by TransAtlantic Petroleum Ltd.
99.2    TransAtlantic Petroleum Ltd. Investor Presentation dated September 2, 2014.

 

 

- 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 3, 2014      
    TRANSATLANTIC PETROLEUM LTD.
    By:  

/s/ Matthew W. McCann

      Matthew W. McCann
      General Counsel and Corporate Secretary

 

- 3 -

EXHIBIT INDEX

 

Exhibit
No.

   

Description of Exhibit

99.1    Press release, dated September 2, 2014, issued by TransAtlantic Petroleum Ltd.
99.2    TransAtlantic Petroleum Ltd. Investor Presentation dated September 2, 2014.

 

 

- 4 -



Exhibit 99.1

 

 

LOGO

TransAtlantic Petroleum Announces Agreement to Acquire Stream Oil & Gas Ltd.

For US$41.2 Million in Stock

Hamilton, Bermuda (September 2, 2014) – TransAtlantic Petroleum Ltd. (NYSE-MKT: TAT) (TSX: TNP) (the “Company” or “TransAtlantic”) today announced that it has entered into an arrangement agreement to acquire Stream Oil & Gas Ltd. (“Stream”) (TSX Venture: SKO) for US$41.2 million in common shares of TransAtlantic. The Boards of Directors of both companies have approved the transaction. The acquisition is expected to close in November 2014.

Stream is a publicly traded oil and gas company based in Calgary, Alberta. It owns 100% interests in three oil fields, one gas field and one exploration license in Albania, which encompass approximately 75,000 net acres. For the three months ended May 31, 2014, Stream had gross production of 1,522 BO per day and net production of 973 BO per day. As of November 30, 2013, Stream reported net proved reserves of 20.9 MMBOE under Canadian National Instrument 51-101 “Standards of Disclosure for Oil and Gas Activities”.

“We are adding a third source of production and cash flow growth to our company,” commented N. Malone Mitchell 3rd, Chairman and CEO of TransAtlantic. “This acquisition will provide us with geologic and geographic diversification. The properties contain three fractured carbonate reservoirs with exploitation potential similar to our Şelmo field in Turkey, with a large volume of known oil in place. We plan to analyze and streamline the oil field operations before implementing a growth plan with which we expect to predictably increase production.”

The agreement provides that TransAtlantic would acquire 100% of Stream’s 66,887,801 common shares for US$41.2 million of TransAtlantic common shares. On a per share basis, each common share of Stream would be exchanged for 0.05657 common shares of TransAtlantic, which values each common share of Stream at C$0.67 per share based on TransAtlantic’s 10-day volume weighted average price (“VWAP”) of US$10.89 as of market close on Friday, August 29, 2014. The C$0.67 per share value represents a 43% premium to Stream’s 10-day VWAP of C$0.47 as of market close on Friday, August 29, 2014. The agreement provides that C$0.57 per Stream common share, or 0.04812 common shares of TransAtlantic, would be issued at closing and an additional C$0.10 per Stream common share, or 0.00845 common shares of TransAtlantic, would be issued in the event that certain amendments to Stream’s Albanian license agreements are received within nine months of the closing date. The transaction is subject to the completion of due diligence by TransAtlantic to its sole satisfaction on or before September 26, 2014 and the receipt of corporate, government, regulatory and court approvals, among other customary closing conditions.

 

1

The acquisition will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The issuance of the common shares of TransAtlantic in the acquisition will be exempt from registration under the U.S. Securities Act of 1933. The acquisition is conditioned upon, among other things, the affirmative vote of at least 66 2/3% of the Stream common shares that are voted at the shareholder meeting that will be held to consider the acquisition. Stream has agreed that it will not solicit or initiate discussions regarding any other business combination or sale of material assets. Stream has also granted TransAtlantic a right to match any competing unsolicited proposals. The arrangement agreement contains, among other things, a termination fee of US$2.5 million payable to TransAtlantic in certain circumstances, including if Stream accepts a superior proposal from a third party. Full details of the acquisition will be included in a management information circular to be mailed to Stream shareholders. Copies of the arrangement agreement and the management information circular will be available under Stream’s profile at www.sedar.com.

The Board of Directors of Stream has unanimously approved the acquisition and recommends that Stream shareholders vote in favor of the acquisition.

Troy Valuations Inc. delivered an opinion to Stream’s Board of Directors to the effect that the purchase price for the Stream shares is fair, from a financial point of view, to the Stream shareholders.

Certain of the directors and officers of Stream and certain other shareholders representing approximately 42.7% of Stream’s outstanding common shares, have entered into voting and support agreements pursuant to which they have agreed to vote their Stream shares in favor of the acquisition.

Stream Acquisition Conference Call

TransAtlantic has scheduled a conference call for Wednesday, September 3, 2014 at 7:30 a.m. Central (8:30 a.m. Eastern) to discuss the Stream acquisition.

Investors who would like to participate in the conference call should dial (877) 878-2762 or (678) 809-1005 approximately 10 minutes prior to the scheduled start time and ask for the TransAtlantic conference call. The conference ID is 97253578. A replay will be available through September 10, 2014 and may be accessed by dialing (855) 859-2056 or (404) 537-3406. The conference ID is 97253578.

An enhanced webcast of the conference call and replay will be available through the Company’s website at www.transatlanticpetroleum.com. To access the live webcast and replay, click on “Investors,” select “Events & Presentations,” and click on “Listen to webcast” under the event listing. The webcast requires iOS, Microsoft Windows Media Player or RealOne Player.

 

2

About TransAtlantic Petroleum Ltd.

TransAtlantic Petroleum Ltd. is an international oil and natural gas company engaged in the acquisition, exploration, development and production of oil and natural gas. The Company holds interests in developed and undeveloped properties in Turkey and Bulgaria.

(NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.)

Forward-Looking Statements

This news release contains statements concerning the timing of the closing of the transaction and the timing and receipt of applicable shareholder, court and third party approvals, the completion to its sole satisfaction of the Company’s due diligence investigation of Stream, as well as other expectations, plans, goals, objectives, assumptions or information about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. In addition to other assumptions identified in this news release, assumptions have been made regarding, among other things, the completion of the Company’s due diligence review, the timing of the closing of the acquisition and the receipt of applicable shareholder, court and third party approvals.

Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include the risks that the conditions to the acquisition will not be satisfied or the acquisition will not close on the terms expected.

The forward-looking statements or information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Oil and gas reserves reported under NI 51-101 may not be equivalent to net proved reserves disclosed under regulations of the U.S. Securities and Exchange Commission.

 

3

Note on BOE

Barrels of oil equivalent, or BOE, are derived by the Company by converting natural gas to oil in the ratio of six thousand cubic feet (“MCF”) of natural gas to one barrel of oil. A BOE conversion ratio of 6 MCF to 1 barrel is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. BOE may be misleading, particularly if used in isolation.

Contact:

Taylor Beach

Director of Investor Relations

(214) 265-4746

TransAtlantic Petroleum Ltd.

16803 Dallas Parkway

Addison, Texas 75001

http://www.transatlanticpetroleum.com

 

4



September 2, 2014
September 2, 2014
ALBANIA ACQUISITION
ARRANGEMENT AGREEMENT TO ACQUIRE STREAM OIL & GAS LTD.
ALBANIA ACQUISITION
ARRANGEMENT AGREEMENT TO ACQUIRE STREAM OIL & GAS LTD.
Exhibit 99.2

FORWARD LOOKING STATEMENTS
2
Cover Photo: Gorisht field in Albania.
Outlooks, projections, estimates, targets and business plans in this presentation or any related subsequent discussions are forward-looking statements. Actual
future results, including TransAtlantic Petroleum Ltd.’s or Stream Oil & Gas Ltd.’s production growth and mix; financial results; the amount and mix of capital
expenditures; resource additions and recoveries; finding and development costs; project and drilling plans, timing, costs, and capacities; revenue enhancements
and cost efficiencies; industry margins; margin enhancements and integration benefits; and the impact of technology could differ materially due to a number of
factors. These include market prices for natural gas, natural gas liquids and oil products; estimates of reserves and economic assumptions; the ability to produce
and transport natural gas, natural gas liquids and oil; the results of exploration and development drilling and related activities; economic conditions in the
countries and provinces in which we carry on business, especially economic slowdowns; actions by governmental authorities, receipt of required approvals,
increases in taxes, legislative and regulatory initiatives relating to fracture stimulation activities, changes in environmental and other regulations, and
renegotiations of contracts; political uncertainty, including actions by insurgent groups or other conflict; the negotiation and closing of material contracts;
shortages of drilling rigs, equipment or oilfield services; and other factors discussed here and under the heading “Risk Factors" in TransAtlantic’s Annual Report
on Form 10-K for the year ended December 31, 2013 which is available at www.transatlanticpetroleum.com and www.sec.gov. See also TransAtlantic’s audited
financial statements and the accompanying management discussion and analysis. See Stream’s financial statements and company profile at www.sedar.com.
Forward-looking statements are based on management’s knowledge and reasonable expectations on the date hereof, and we assume no duty to update these
statements as of any future date.
The information set forth in this presentation does not constitute an offer, solicitation or recommendation to sell or an offer to buy any securities of the Company.
The information published herein is provided for informational purposes only. The Company makes no representation that the information and opinions
expressed herein are accurate, complete or current. The information contained herein is current as of the date hereof, but may become outdated or subsequently
may change. Nothing contained herein constitutes financial, legal, tax, or other advice.
The SEC has generally permitted oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by
actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We may use the
terms “estimated ultimate recovery,” “EUR,” “probable,” “possible,” and “non-proven” reserves, “prospective resources” or “upside” or other descriptions of
volumes of resources or reserves potentially recoverable through additional drilling or recovery techniques that the SEC’s guidelines may prohibit us from
including in filings with the SEC. These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to
substantially greater risk of actually being realized by the Company. There is no certainty that any portion of estimated prospective resources will be discovered.
If discovered, there is no certainty that it will be commercially viable to produce any portion of the estimated prospective resources.
Note on Possible Reserves:
possible reserves are those additional reserves that are less certain to be recovered than probably reserves.  There is a 10%
probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.
Note on BOE: BOE (barrel of oil equivalent) is derived by converting natural gas to oil in the ratio of six thousand cubic feet (MCF) of natural gas to one barrel
(bbl) of oil.  BOE may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 bbl is based on an energy equivalency conversion method
primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

ALBANIA ACQUISITION OBJECTIVE
3
Albania To Be a Third Source of Production and Income
Growth; Provides Reservoir and Geographical
Diversification
•
Large oil in place; known location
•
Exploitation, not exploration
•
2015 –
analyze, resize, streamline operation, reactivate 
wells, expand waterflood
•
2016+ –
focused horizontal development
•
Gas highly prospective, but markets need development
Photo: Gorisht field in Albania.

4
ALBANIA ACQUISITION SUMMARY
1
Reserves as of November 30, 2013, independent reserves evaluation by Deloitte LLP, in accordance with the provisions of NI51-101 and the Canadian Oil & Gas Evaluation Handbook.     
Ten
year
forward
prices
range
from
US$78.96
to
US$89.53
per
BO
and
US$9.70
to
US$11.82
per
MCF.
TransAtlantic
expects
to
finalize
purchased
reserves
at
year-end
2014.
2
Production is for the three months ended May 31, 2014.
TransAtlantic
to acquire 100% of Stream Oil & Gas Ltd. (“Stream”) (TSX Venture: SKO)
Albanian Assets
•
Three oil fields, one gas field, one exploration license
•
25 year prod. licenses with unlimited 5-yr extensions
•
Approximately 75,000 net acres
•
Stream’s
reported
net
proved
reserves:
20.9
MMBOE
1
Note: TransAtlantic
expects proved reserves to decrease at year-end
2014 due to unaccomplished 2014 work program.
•
Production: 1,522 BOPD gross, 973 BOPD net
2
•
Prices: oil: 68-75% of Brent, gas: ~$9/MCF
•
Fiscal terms: 12% royalty until 100% cost recovery;            
13-16% royalty and 50% net profit tax after                       
100% recovery; VAT exempt
Summary of Terms
•
US$41.2 million (C$0.67/US$0.62 per share) plus balance sheet assumption
•
To
be
paid
85%
upon
transaction
closing,
15%
upon
final
required
approvals
within
nine
months

THREE OIL FIELDS IN ALBANIA
Source: Albanian National Agency of Natural Resources.
Oil trapped in carbonate reservoirs
Cakran Field
Ballsh Field
5
1
Fields contain other previously producing wells, some of which are no longer active. The actual penetration 
of the reservoir, mechanical success and current wellbore condition of these wells is uncertain.
Structural Traps of Fractured Carbonates
Cretaceous-Paleocene Age
Gorisht Field (~800 BOPD gross, ~400 BOPD net)
•
Discovered
1965,
25,000
BOPD
at
peak
(15
o
API)
•
150
producing
wells
1
; 3,000 net acres; two pilot
waterfloods
have mitigated decline
•
Well depths: 1,300
–
4,100 feet (400
–
1,250 meters)
Cakran
Field (~625 BOPD gross, ~500 BOPD net)
•
Discovered 1977, 6,000 BOPD at peak
(25
o
API)
•
30 producing wells
1
; 6,000 net acres
•
Well depths: 8,600
–
12,200 feet  (2,650
–
3,700 meters)
Ballsh
Field (~100 BOPD gross, ~75 BOPD net)
•
Discovered 1966, 7,500 BOPD at peak
(11
o
API)
•
15 producing wells
1
; 6,000 net acres; expect to take over
another 60+ wells in 2014 (~175 BOPD gross)               
•
Well depths: 1650
–
4,600 feet (500 –1400 meters)

2014 Average Gross Production of Stream’s Three Oil Fields in Albania
OIL FIELDS IN ALBANIA ARE ON FLAT DECLINE
Source: Stream Oil & Gas Ltd.
6
0
500
1,000
1,500
2,000
1/1/2014
2/1/2014
3/1/2014
4/1/2014
5/1/2014
6/1/2014
7/1/2014
Daily Oil Production

7
ONE GAS FIELD IN ALBANIA
Photo:
Drilling
a
well
in
the
Delvina
field
in
southern
Albania,
2014.
Structural Trap of Fractured Carbonates
Cretaceous-Paleocene Age
Delvina
Field
•
•
Two existing vertical wells, third well spudded
March
2014;
well
depth:
9,200
–
11,500 feet
(2,800 –
3,500 meters)
•
Wells currently non-producing
Adjacent Exploration License
•
Holds the rights to 60,000 net acres adjacent to
Delvina
field
•
Three adjacent undrilled structures
Discovered
1987,
gas
condensate
(63
o
API)

8
DEVELOPMENT OPPORTUNITIES
Plan for Growth
•
Upgrade oilfield technology to optimize field recovery
and increase production levels
•
Drill infill and horizontal oil wells; reactivate wells;
expand waterflood infrastructure in the Gorisht field
•
Optimize wells with recompletions and workover
activity: upgrade pumps on existing wells, introduce
artificial lift systems, re-enter and clean out legacy
wells, introduce modern stimulation technology, utilize
casinghead gas for onsite power generation
•
Drill natural gas development wells in the Delvina field
and expand the monetization of condensates
•
Modify infrastructure and increase port storage
facilities to decrease transport costs, debottleneck
surface production facilities
Photo: Gorisht field in Albania, primary development area.

PRECEDENT: BANKERS PETROLEUM
Average Historical Production in Patos-Marinza Field
Albpetrol
Bankers
AAP
20,000
16,000
12,000
8,000
4,000
9
Source: Bankers Petroleum, August 2014 corporate presentation.
1939      1944     1949      1954     1959      1964     1969  
1974     1979      1984     1989      1994     1999      2004
2009      2014   
Bankers Petroleum  –
Albanian Oil Assets
•
in 2004 and developed it from 400 BOD to more than
20,000 BOD over a ten year period
•
Field development included reactivations, optimizations,
horizontal drilling, secondary recovery, modernization of
surface facilities, field electrification, expansion of export
capabilities, preparing to initiate tertiary recovery (steam)
•
Same oil source, carbonate reservoir breached into
shallower sandstones
Bankers
signed
a
concession
for
the
Patos-Marinza
oil
field

10
Taylor C. Beach
Director of Investor Relations
(214) 265-4746
Taylor.Beach@tapcor.com
Matthew W. McCann
General Counsel & Corporate Secretary
(214) 220-4323
www.TransAtlanticPetroleum.com
CONTACTS
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