Item 4.01 Changes in Registrant's Certifying Accountant
Resignation of Independent Registered Public Accounting Firm
On April 7, 2020, after request by the audit committee of the board of directors
of TransAtlantic Petroleum Ltd. (the "Company") in connection with the Company's
efforts to reduce general and administrative expenses, RBSM LLP ("RBSM")
notified the Company that it will not seek re-appointment as the Company's
independent registered public accounting firm for the year ending December 31,
2020, and has resigned effective April 7, 2020.
The reports of RBSM on the Company's consolidated financial statements for the
years ended December 31, 2019 and 2018 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the years ended December 31, 2019 and 2018 and the subsequent interim
period through April 7, 2020, there were (i) no "disagreements" (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K) between the Company and RBSM on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
RBSM would have caused RBSM to make reference to the subject matter of the
disagreements in their audit reports on the Company's consolidated financial
statements for such years, and (ii) no "reportable events" (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided RBSM with a copy of the disclosures it is making in this
Current Report on Form 8-K (this "Current Report"). The Company requested that
RBSM furnish a letter addressed to the Securities and Exchange Commission
("SEC") stating whether or not it agrees with the statements made herein. A copy
of RBSM's letter, dated April 9, 2020, is attached as Exhibit 16.1 to this
Current Report.
Appointment of Independent Registered Public Accounting Firm
Effective April 8, 2020, the Company's board of directors appointed DMF Sistem
UluslararasI Ba?ImsIz Denetim DanI?manlIk ve YMM A.?. ("DMF") to serve as the
Company's independent registered public accounting firm until the appointment of
an independent registered public accounting firm at the Company's 2020 Annual
Meeting of Shareholders.
The Company has consulted with DMF on certain Turkish tax matters, and DMF has
served as the Company's statutory auditor in Turkey since 2011. Other than as
noted above, during the years ended December 31, 2019 and 2018 and the
subsequent interim period through April 7, 2020, neither the Company nor anyone
acting on its behalf has consulted with DMF with respect to (i) the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, and neither a written report nor oral advice
was provided to the Company that DMF concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue, or (ii) any matter that was either the subject of
a "disagreement" or "reportable event" (as those terms are defined in Item
304(a)(1) of Regulations S-K, including the related instructions to Item 304 of
Regulation S-K).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Director Not Standing for Re-election
On April 3, 2020, Mel G. Riggs, a member of the Company's board of directors,
informed the board of directors that he will not stand for re-election as a
director and will step down at the end of his term effective as of the Company's
2020 Annual Meeting of Shareholders. Mr. Riggs will continue to
2
--------------------------------------------------------------------------------
serve as a director until such time. Mr. Riggs's decision to not stand for
re-election was not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies, or practices.
Appointment of Director
On April 6, 2020, the Company's board of directors appointed Mr. K. Kirk Krist
as a director, effective April 7, 2020, to fill the vacancy created by the death
of Bob G. Alexander. Mr. Krist will hold office until the date of the Company's
2020 Annual Meeting of Shareholders and until his successor shall be elected and
qualified or until his earlier death, resignation, retirement, disqualification
or removal. Mr. Krist will serve on the corporate governance committee.
Mr. Krist, 61, has served as president and chief executive officer of The K.
Kirk Krist Company, a Houston-based private company specializing in oil and gas
leasing, land management, farmouts, mergers, investments, venture capital,
acreage swaps, mineral interests, overrides, royalties, acquisitions and
divestitures, since 1981. From 1997 until a 2010 sale to Halliburton (NYSE:
HAL), Mr. Krist served as a member of the board of directors, and from 2002 to
2006 as chairman of the board of directors, of Boots & Coots International Well
Control, Inc. (Amex: WEL), a well control service company. Mr. Krist served as
chairman and chief executive officer of Applied Snubbing Technology from 1997
until its sale in 1999 to Cudd Pressure Control/RPC (NYSE: RES). Mr. Krist
served as chief executive officer and president of K. Kirk Krist & Associates,
Inc. ("KKK&A"), a Houston-based land management services company, from 1981
until 1997, when Mr. Krist sold his interest in KKK&A to its management team.
Mr. Krist earned a B.B.A. from the University of Texas.
There are no arrangements or understandings between Mr. Krist and any other
persons pursuant to which he was appointed as a director of the Company, he has
no family relationships with any of the Company's directors or executive
officers, and he is not a party to, and he does not have any direct or indirect
material interest in, any transaction requiring disclosure under Item 404(a) of
Regulation S-K.
In consideration for his service as a director of the Company, Mr. Krist will be
paid the Company's normal outside director compensation, consisting of an annual
fee of $67,500 paid in cash. This annual fee will be prorated for the Company's
current fiscal year.
The Company and Mr. Krist have entered into the Company's standard form of
indemnification agreement for directors and officers, a copy of which was
previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K
filed with the SEC on July 19, 2011.
Item 7.01 Regulation FD Disclosure.
On April 9, 2020, the Company issued a press release announcing changes in the
Company's board of directors and independent registered accounting firm and
providing an update on the Company's hedging program, its response to the recent
oil price decline, upcoming dividends on its 12.0% Series A Convertible
Redeemable Preferred Shares, its potential reliance on an SEC order for
reporting relief, the extension of the deadlines for the work requirements under
the Company's explorations licenses in Turkey, and the Company's 2020 Annual
Meeting of Shareholders. A copy of the press release is attached as Exhibit 99.1
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 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 a filing.
3
--------------------------------------------------------------------------------
Item 8.01 Other Events.
The Company deeply regrets to announce that Bob G. Alexander, a member of the
Company's board of directors, passed away on April 5, 2020. Mr. Alexander had
been a director of the Company since 2010. Mr. Alexander had extensive
experience as an executive officer in the oil and natural gas services industry
and had extensive financial, executive leadership, and organizational
experience. He was a petroleum engineer, and the board of directors regularly
relied on his engineering expertise. Mr. Alexander served on various committees
of the board of directors of the Company, including serving as chairman of the
special committee formed in connection with the sale of the Company's oilfield
services business.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
16.1 RBSM LLP letter addressed to the U.S. Securities and Exchange
Commission, dated April 8, 2020.
99.1 Press release, dated April 9, 2020, issued by TransAtlantic
Petroleum Ltd.
4
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses