sc13dza
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)1
TransAtlantic Petroleum Corp.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
(CUSIP Number)
Dalea Management, LLC
4801 Gaillardia Parkway
Suite 225
Oklahoma City, Oklahoma 73142
Attention: Matthew McCann
(405) 286-6324
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
The information required in the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes)
|
|
|
1 |
|
The remainder of this cover page shall be
filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page. |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Dalea Partners, LP |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION, |
|
|
|
Oklahoma
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
21,652,722 Common Shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
21,652,722 Common Shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
21,652,722 Common Shares |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
27.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
PN |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Dalea Management, LLC |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION, |
|
|
|
Oklahoma
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
21,652,722 Common Shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
21,652,722 Common Shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
21,652,722 Common Shares |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
27.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Riata TransAtlantic LLC |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION, |
|
|
|
Oklahoma
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
977,278 Common Shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
977,278 Common Shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
977,278 Common Shares |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
1.25% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
N. Malone Mitchell, 3rd |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION, |
|
|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
16,666 Common Shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
22,630,000 Common Shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
16,666 Common Shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
22,630,000 Common Shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
22,646,666 Common Shares |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
28.9% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D (this Third Amendment) amends and supplements the
Schedule 13D originally filed on April 17, 2008, as amended by Amendment No. 1 on June 25, 2008 and
Amendment No. 2 on August 28, 2008 (collectively, the Schedule 13D). This Third Amendment
relates to the common shares, no par value, of TransAtlantic Petroleum Corp., a body corporate
incorporated under the laws of the Province of Alberta (the Issuer). This Third Amendment is
being filed by and on behalf of Dalea Partners, LP, an Oklahoma limited partnership (Dalea
Partners), Dalea Management, LLC, an Oklahoma limited liability company (Dalea Management),
Riata TransAtlantic LLC, an Oklahoma limited liability company (Riata TransAtlantic), and N.
Malone Mitchell, 3rd, an individual resident of the State of Oklahoma (Mitchell).
Dalea Partners, Dalea Management, Riata TransAtlantic, and Mitchell are collectively referred to
herein as the Reporting Persons.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the
date of this Third Amendment, as follows:
The Reporting Persons hold the Shares as reported herein for investment purposes. Mitchell holds
the Option Shares as reported herein for investment purposes.
From time to time the Reporting Persons may acquire additional shares of common stock of the Issuer
in future open market or private transactions.
On September 19, 2008, the Issuer entered into a Purchase Agreement (the Purchase Agreement) with
Longfellow Energy, LP, a Texas limited partnership (Longfellow), pursuant to which Longfellow
agreed to sell the Issuer all of the outstanding shares of Longe Energy Limited, a Bermuda limited
company and a wholly owned subsidiary of Longfellow (Longe), in exchange for (i) the issuance to
Longfellow of 39,583,333 common shares of the Issuer at a purchase price of $1.20 per common share
and (ii) 10 million common share purchase warrants (collectively, the Longe Acquisition). The
purchase warrants will be exercisable for three years from the date of closing of the Purchase
Agreement and, upon exercise, will entitle the holder to purchase one common share of the Issuer
for each purchase warrant at an exercise price of $3.00 per common share. Longfellow is owned by
Mitchell, his wife and their children. Pursuant to the Purchase Agreement, Longfellow will have a
pre-emptive right to purchase common shares offered by the Issuer in connection with certain
issuances of common shares for a period of six months following the closing of the Purchase
Agreement. The Purchase Agreement contains customary representations, warranties and covenants of
the parties and the closing of the Longe Acquisition is conditioned upon obtaining the approval of
the Toronto Stock Exchange and a majority of the Issuers disinterested shareholders. The closing
of the Longe Acquisition is further conditioned upon a private placement by the Issuer of
35,416,667 common shares to Mitchell and associated persons at a price of $1.20 per common share,
generating gross proceeds of $42.5 million (the Private Placement). Of the 35,416,667 Common
Shares to be sold in the Private Placement, 12,500,000 shares are expected to be issued to
Longfellow, 21,708,917 are expected to be issued to Dalea Partners, 172,750 are expected to be
issued to Riata TransAtlantic and the remaining 1,035,000 shares are expected to be issued to
persons not affiliated with Mitchell. The Private Placement is conditioned on, and is expected to
close concurrently with, the Longe Acquisition.
A Special Committee of independent members of the Issuers Board of Directors (the Special
Committee) has evaluated the Longe Acquisition and the Private Placement and recommended the Longe
Acquisition and the Private Placement for approval by the Issuers Board of Directors. The Special
Committee retained independent legal counsel and an independent third party to conduct a formal
valuation of Longe and to assess the fairness, from a financial point of view, of both the Longe
Acquisition and the Private Placement to the Issuer and its shareholders. The Board of Directors
of the Issuer determined that the Longe Acquisition and the Private Placement are in the best
interests of the Issuer, approved the Longe Acquisition and the Private Placement and has called a
special meeting of its shareholders for November 6, 2008 to vote upon a resolution to approve both
the Longe Acquisition and the Private Placement. Following the final approval of the Longe
Acquisition and the Private Placement, Mitchell is expected to beneficially own approximately
106,611,666 common shares, or approximately 64.7%, of the Issuers shares outstanding.
A copy of the Purchase Agreement is attached hereto as Exhibit B. The foregoing description of the
Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase
Agreement.
Other than as described above, the Reporting Persons have no plans or proposals which relate to, or
may result in, any of the matters listed in 4(a)-(j) of Schedule 13D.
|
|
|
Item 6. |
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer. |
Item 6 of the Schedule 13D is hereby amended and supplemented, with effect from the date of this
Third Amendment, as follows:
In connection with the Longe Acquisition and the Private Placement, and as a condition to the
closing of the Purchase Agreement, the Issuer and Riata Management, LLC, an Oklahoma limited
liability company (Riata Management), will enter into an Amended and Restated Registration Rights
Agreement (the Amended and Restated Registration Rights Agreement). Pursuant to the Amended and
Restated Registration Rights Agreement, from time to time and subject to certain limitations, Riata
Management will have the right to request that the Issuer effect the qualification under Canadian
securities laws of all or part of the common shares (and any securities of the Issuer issued on
conversion of, in exchange for or in replacement of such common shares) owned or controlled by
Riata Management, certain related entities and the parties who acquire common shares pursuant to
the Longe Acquisition and the Private Placement (Qualifiable Securities), to permit the
distribution of such Qualifiable Securities to the public in any or all of the provinces and
territories of Canada (a Demand Qualification). The Issuer shall not be obligated to effect any
Demand Qualification for less than $5,000,000 or more than two Demand Qualifications in any twelve
month period or until a period of at least 90 days have elapsed from the effective date of the most
recent qualification.
In addition to the Demand Qualification rights, subject to certain limitations, if the Issuer
proposes to file a prospectus under Canadian securities laws in order to permit the qualification
of securities that are to be sold by the Issuer or any shareholder of the Issuer, the Issuer shall
use reasonable efforts to include in the proposed distribution such number of Qualifiable
Securities as Riata Management shall request upon the same terms as such distribution.
A copy of the form of the Amended and Restated Registration Rights Agreement is attached hereto as
Exhibit C. The foregoing description of the Amended and Restated Registration Rights Agreement is
qualified in its entirety by reference to the full text of the Amended and Restated Registration
Rights Agreement.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented, with effect from the date of this
Third Amendment, as follows:
Exhibit A Joint Filing Agreement for the Third Amendment.
Exhibit B Purchase Agreement (incorporated by reference to Exhibit 2.1 to the current report on
Form 8-K filed by the Issuer (File No. 000-31643) with the SEC on September 25, 2008).
Exhibit C
Form of Amended and Restated Registration Rights Agreement (incorporated by reference
to Appendix C to the Proxy Statement filed on Schedule 14A filed by the Issuer (File No. 000-31643)
with the SEC on September 26, 2008).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
Date: September 29, 2008 |
|
DALEA PARTNERS, LP |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ N. Malone Mitchell, 3rd |
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
N. Malone Mitchell, 3rd |
|
|
|
|
Title:
|
|
Partner |
|
|
|
|
|
|
|
|
|
|
|
DALEA MANAGEMENT, LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ N. Malone Mitchell, 3rd |
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
N. Malone Mitchell, 3rd |
|
|
|
|
Title:
|
|
Manager |
|
|
|
|
|
|
|
|
|
|
|
RIATA TRANSATLANTIC LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ N. Malone Mitchell, 3rd |
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
N. Malone Mitchell, 3rd |
|
|
|
|
Title:
|
|
Manager |
|
|
|
|
|
|
|
|
|
|
|
/s/ N. Malone Mitchell, 3rd |
|
|
|
|
|
|
|
|
|
N. MALONE MITCHELL, 3rd |
|
|