FWP 1 y03219fwp.htm FWP fwp
Filed pursuant to Rule 433
Supplementing the Preliminary
Prospectus Supplement
dated February 8, 2010
(to Prospectus dated January 8, 2010)
Registration Statement No. 333-163067
Toreador Resources Corporation

Pricing Term Sheet — February 9, 2010

3,000,000 Shares of Common Stock
     
Public offering price
  $8.50 per share
 
    
Option to purchase additional shares
  450,000 shares (30 days)
 
    
Proceeds to the Company, net of underwriting discounts and commission and estimated expenses
  $23.5 million (excluding option to purchase additional shares) or $27.2 million (including exercise the option to purchase additional shares in full)
 
    
Trade Date
  February 9, 2010
 
    
Settlement Date
  February 12, 2010
 
    
The NASDAQ Global Market Symbol
  TRGL
 
    
Joint Book-Running Managers
  RBC Capital Markets Corporation
Thomas Weisel Partners LLC
 
    
Capitalization
    
 
The following table sets forth our capitalization as of September 30, 2009:
 
•  on an actual basis,
 
•  as adjusted to reflect (i) the closing of the sale of Toreador Turkey Ltd. on October 7, 2009, (ii) the repurchase in October 2009 of approximately $9 million outstanding principal amount of the 5.00% Convertible Senior Notes and (iii) the Convertible Notes Exchange, and
 
•  as further adjusted to reflect the receipt by us of net proceeds from the sale of 3,000,000 shares of common stock in this offering, after deducting underwriting discounts and commissions and estimated expenses of this offering.
 
                         
    September 30, 2009  
    Actual     As adjusted     As further adjusted  
          (unaudited)        
       
    (in thousands)  
 
Cash and cash equivalents
  $ 10,626(1 )   $ 20,219     $ 43,744(2 )
                         
5.00% Convertible Senior Notes
  $ 63,592     $ 32,385     $ 32,385  
                         
8.00%/7.00% Convertible Senior Notes
  $ —     $ 31,631     $ 31,631  
                         
Total debt
  $ 63,592     $ 64,016     $ 64,016  
Stockholders’ equity:
                       
Common stock, $0.15625 par value, 30,000,000 shares authorized
    3,470       3,470       3,939  
Additional paid-in capital
    160,782       147,911       172,942  
Accumulated deficit
    (162,428 )     (143,975 )     (143,975 )
Accumulated other comprehensive income
    32,206       10,658       10,658  
Treasury stock at cost
    (2,534 )     (2,534 )     (2,534 )
                         
Total stockholders’ equity
    31,496       15,530       41,030  
Total capitalization
  $ 95,088     $ 79,546     $ 105,046  
                         
 
 
(1) As of February 3, 2010, we had cash of approximately $16.1 million.
 
(2) Pending the application of the net proceeds from the offering to repay our 5.00% Convertible Senior Notes.

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Adjustment to Conversion Rate of New Convertible Senior Notes
  As a result of this offering, the conversion rate of the Company’s 8.00%/7.00% Convertible Senior Notes due 2025 (the “New Convertible Senior Notes”) was adjusted from the initial conversion rate of 72.9927 shares of common stock per $1,000 principal amount of New Convertible Senior Notes (which is equivalent to a conversion price of approximately $13.70 per share) to a new conversion rate of 98.0392 shares of common stock per $1,000 principal amount of New Convertible Senior Notes (which is equivalent to a conversion price of approximately $ 10.20 per share).
Toreador Resources Corporation has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Toreador Resources Corporation has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related prospectus supplement if you request it by calling (212) 428-6670 (RBC Capital Markets) or (415) 364-2720 (Thomas Weisel Partners LLC).
This free writing prospectus relates only to the securities described above and should be read together with the preliminary prospectus dated February 8, 2010 and the prospectus dated January 8, 2010 relating to these securities.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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