TRANSATLANTIC PETROLEUM LTD. (TSE:TNP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On April 6, 2018, TransAtlantic Petroleum Ltd. (the “Company”) entered into a Retention Incentive Agreement (the “Retention Agreement”) with each named executive officer of the Company, including Todd Dutton, the Company’s President, Galo Fabian Anda, the Company’s Principal Accounting and Financial Officer, Chad Daniel Burkhardt, the Company’s Vice President, General Counsel and Corporate Secretary, and Harold Lee Muncy, the Company’s Vice President of Geosciences, and with certain other employees of the Company. In light of these employees’ positions and responsibilities, and their value to the Company, the board of directors of the Company approved the Retention Agreements to incentivize these employees to continue to provide services to the Company and to cooperate with effecting a possible strategic transaction, including the possible sale of the Company (a “Transaction”).
The Retention Agreements provide that the Company will pay each applicable employee an amount equal to three months of his or her base salary, as allocated for the time spent working on matters for the Company (the “Retention Incentives”), on the earlier of (i) sixty days following the date of the consummation of a Transaction (the “Closing Date”) and (ii) March 31, 2019. The employee will not earn or be paid the Retention Incentives or any portion thereof if, prior to the Closing Date, the employee (i) voluntarily resigns, (ii) has been terminated for “Cause” (as defined the in the Retention Agreement), (iii) has died, or (iv) has become disabled, as reasonably determined by the Company. If the employee has been terminated prior to the Closing Date without Cause, he or she shall be entitled to a portion of the Retention Incentives equal to the Retention Incentives multiplied by a fraction the numerator of which is the number of days beginning January 5, 2018 and ending on the date that he or she was terminated and the denominator of which is the number of days beginning January 5, 2018 and ending on the earlier of the Closing Date and March 31, 2019.
The foregoing description of the Retention Agreements is qualified in its entirety by reference to the form of Retention Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 6, 2018, the Company issued a press release announcing that the time for its management presentation at the 2018 IPAA Oil and Gas Symposium has been changed from 4:05 pm Eastern Time to 3:35 pm Eastern Time on Monday, April 9, 2018. The Company also posted its April 2018 IPAA Oil and Gas Symposium presentation to its website at www.transatlanticpetroleum.com. Copies of the press release and the presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, 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 and Exhibit 99.2 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 Item 7.01 of this Current Report on Form 8-K in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
TRANSATLANTIC PETROLEUM LTD. ExhibitEX-10.1 2 tat-ex101_6.htm EX-10.1 tat-ex101_6.htm Exhibit 10.1 TRANSATLANTIC PETROLEUM LTD. RETENTION INCENTIVE AGREEMENT This Retention Incentive Agreement (“Agreement”) is made and entered into as of April [•],…To view the full exhibit click here
About TRANSATLANTIC PETROLEUM LTD. (TSE:TNP)
TransAtlantic Petroleum Ltd. is a holding company. The Company is an international oil and natural gas company engaged in acquisition, exploration, development and production. Its segments include Turkey and Bulgaria. The Company holds interests in approximately 880,000 and 567,000 net acres of developed and undeveloped oil and natural gas properties in Turkey and Bulgaria, respectively. The Company holds interests in over 20 onshore and offshore exploration licenses and approximately 25 onshore production leases covering a total of over 1.4 million gross acres in Turkey. All of its oil production is concentrated in southeastern Turkey, primarily in the Arpatepe, Bahar, Goksu and Selmo oil fields, and its natural gas production is concentrated in the Thrace Basin, which is located in northwestern Turkey near Istanbul. The Company holds interests in an onshore exploration license and an onshore production concession covering a total of approximately 567,110 acres in Bulgaria.