UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

of the Securities Exchange Act of 1934

VAALCO Energy, Inc.

(Exact name of registrant as specified in its charter)



Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On October 13, 2022, VAALCO Energy, Inc. (“VAALCO”) and VAALCO Energy Canada ULC (“AcquireCo”), an indirect wholly-owned subsidiary of VAALCO, completed the previously announced business combination with TransGlobe Energy Corporation (“TransGlobe”) whereby AcquireCo acquired all of the issued and outstanding TransGlobe common shares (the “Arrangement”) and TransGlobe became a direct wholly-owned subsidiary of AcquireCo and an indirect wholly-owned subsidiary of VAALCO, pursuant to an arrangement agreement entered into by VAALCO, AcquireCo and TransGlobe on July 13, 2022 (the “Arrangement Agreement”).

At the effective time of the Arrangement, each common share of TransGlobe issued and outstanding immediately prior to the effective time of the Arrangement (the “TransGlobe common shares”) was converted into the right to receive 0.6727 (the “exchange ratio”) of a share of common stock, par value $0.10 per share, of VAALCO (“VAALCO common stock,” and each share of VAALCO common stock, a “VAALCO share”). The total number of VAALCO shares issued to TransGlobe’s shareholders was approximately 49.3 million.

Pursuant to the Arrangement Agreement, at the effective time of the Arrangement, each TransGlobe option issued under TransGlobe’s 2016 option plan, was deemed fully and unconditionally vested and exercisable and surrendered and transferred to TransGlobe for cancellation in exchange for the right to a cash payment from TransGlobe equal to the amount (if any) by which (x) the product of the Closing VWAP (as defined below) multiplied by the exchange ratio exceeded (y) the exercise price thereof. The “Closing VWAP” means the volume weighted average price of VAALCO common stock on the New York Stock Exchange, rounded to four decimal places, and determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours, for the five consecutive trading days ending on the third complete trading day prior to (and excluding) the effective date, as reported by Bloomberg.

Pursuant to the Arrangement Agreement: each (i) deferred share unit (“DSU”) issued under TransGlobe’s 2014 DSU plan, held by persons other than the three directors of TransGlobe who were appointed to the board of directors of VAALCO (the “Board”) namely David Cook, Edward LaFehr and Timothy Marchant, (ii) performance share unit (“PSU”) issued under TransGlobe’s 2014 PSU plan, as amended, held by TransGlobe’s departing employees, and (iii) restricted share unit (“RSU”) issued under TransGlobe’s 2014 RSU plan, as amended, held by TransGlobe’s departing employees was deemed fully and unconditionally vested (in the case of PSUs, at a vesting percentage of 200% for PSUs granted in 2020 or 2021 and at a vesting percentage of 64.4% for PSUs granted in 2022, in each case, as determined by the TransGlobe board of directors) and surrendered and transferred to TransGlobe for cancellation in exchange for the right to a cash payment from TransGlobe equal to the product of the Closing VWAP multiplied by the exchange ratio. All DSUs, PSUs and RSUs not described in the preceding sentence that were outstanding immediately prior to the effective time of the Arrangement remain outstanding and the terms of such DSUs, PSUs and RSUs continue to be governed by the applicable plan, provided that each such applicable plan has been amended so as to substitute for TransGlobe common shares underlying such DSUs, PSUs and RSUs, a number of VAALCO shares (rounded down to the nearest whole number) in an amount equal to (a) the number of TransGlobe common shares underlying such DSUs, PSUs or RSUs, multiplied by (b) the exchange ratio. For the PSUs that will remain outstanding following the effective time of the Arrangement as described in the immediately preceding sentence, the applicable vesting percentage was determined by the TransGlobe board of directors to be 200% for PSUs granted in 2020 and 2021; and 64.4% for PSUs granted in 2022.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

In accordance with the terms of the Arrangement Agreement, effective as of the effective time of the Arrangement, the Board approved an increase in the size of the Board from four to seven directorships and appointed three of the members of TransGlobe’s existing board of directors, namely: David Cook, Edward LaFehr and Timothy Marchant, to serve as directors of VAALCO and to hold office for a term expiring at the next annual meeting of stockholders of VAALCO and until their successors are duly elected and shall qualify, unless sooner displaced.

Effective upon joining the Board, Messrs. Cook, LaFehr and Marchant will become eligible to receive the standard compensation provided by VAALCO to its other non-employee directors, as most recently disclosed in VAALCO’s proxy statement for its 2022 annual meeting of stockholders. There are no family relationships between Messrs. Cook, LaFehr and Marchant and any other director or executive officer of VAALCO and VAALCO is not aware of any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

On October 13, 2022, VAALCO’s restated certificate of incorporation was amended in connection with the Arrangement and in accordance with the terms of the Arrangement Agreement. VAALCO amended its restated certificate of incorporation to increase the number of authorized shares of VAALCO common stock from 100,000,000 shares to 160,000,000 shares, such share authorization having been approved at VAALCO’s special meeting of stockholders held on September 29, 2022.

The foregoing summary of the certificate of amendment to the restated certificate of incorporation does not purport to be complete and is qualified in its entirety by reference to the certificate of amendment to the restated certificate of incorporation, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.

VAALCO issued an announcement announcing the completion of the Arrangement on October 14, 2022. A copy of the announcement is attached as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01, 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, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise stated in such filings.

SIGNATURE



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.

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