Gran Tierra Energy Inc. (“
Gran Tierra” or the
“
Company”)
(NYSE
American:GTE)(TSX:GTE)(LSE:GTE) today announced the
expiration and final results of its previously announced offers to
Eligible Holders (as defined herein) to exchange (such offers, the
“
Exchange Offers”) (i) any and all of the
outstanding 6.250% Senior Notes due 2025 issued by Gran Tierra
Energy International Holdings Ltd. (“
GTEIH”)
on February 15, 2018 (CUSIP: 38502HAA3 / G4066TAA0; ISIN:
US38502HAA32 / USG4066TAA00) (the
“
2025 Notes”), and (ii) any and all of
the outstanding 7.750% Senior Notes due 2027 issued by the Company
on May 23, 2019 (CUSIP: 38502JAA9 / U37016AA7; ISIN:
US38502JAA97 / USU37016AA70) (the
“
2027 Notes” and, together with the
2025 Notes, the “
Existing Notes”) for newly
issued 9.500% Senior Secured Amortizing Notes due 2029 (the
“
New Notes”), pursuant to the terms and subject to
the conditions set forth in the exchange offer memorandum and
consent solicitation statement, dated September 19, 2023 in
respect of the Exchange Offers and solicitations of Consents (as
defined below) (as amended or supplemented prior to the date
hereof, the “
Exchange Offer Memorandum”). Any
capitalized terms used in this press release without definition
have the respective meanings assigned to such terms in the Exchange
Offer Memorandum.
Existing Notes |
|
CUSIP/ISIN Numbers |
|
Principal Amount Outstanding |
|
Principal Amount Tendered After the Early Participation
Deadline |
|
Total Principal Amount Tendered in the Exchange
Offers |
|
Total Principal Amount Accepted for Exchange |
6.250% Senior Notes due 2025 |
|
38502HAA3 / G4066TAA0US38502HAA32 / USG4066TAA00 |
|
US$271,909,000(1) |
|
US$4,549,000 |
|
US$249,700,000(2) |
|
US$247,081,000 |
7.750% Senior Notes due 2027 |
|
38502JAA9 / U37016AA7US38502JAA97 / USU37016AA70 |
|
US$300,000,000 |
|
US$2,176,000 |
|
US$276,399,000 |
|
US$275,799,000 |
_________________
(1) Amount outstanding does not include
US$28,091,000 of 2025 Notes held by a subsidiary of Gran
Tierra.(2) Total principal amount of 2025 Notes validly
tendered does not include US$2,400,000 of 2025 Notes validly
tendered on or prior to the Early Participation Deadline (as
defined below), and authorized to be withdrawn after the Early
Participation Deadline, because acceptance of such 2025 Notes
would otherwise result in the issuance of less than the minimum
denomination of US$200,000 in principal amount of New Notes.
As of 5:00 p.m., New York City time, on
October 18, 2023 (the “Expiration Deadline”),
(i) US$4,549,000 aggregate principal amount outstanding of the
2025 Notes, and (ii) US$2,176,000 aggregate principal
amount outstanding of the 2027 Notes, had been validly
tendered for exchange and not validly withdrawn, from
5:00 p.m., New York City time, on October 2, 2023 (the
“Early Participation Deadline”), through the
Expiration Deadline, resulting in a total of
(i) US$249,700,000 aggregate principal amount outstanding of
the 2025 Notes, representing approximately 91.83% of the total
principal amount outstanding of the 2025 Notes, and
(ii) US$276,399,000 aggregate principal amount outstanding of
the 2027 Notes, representing approximately 92.13% of the total
principal amount outstanding of the 2027 Notes, being validly
tendered for exchange and not validly withdrawn since the
commencement of the Exchange Offers, as confirmed by D.F. King
& Co., Inc., the Information Agent and Exchange Agent for the
Exchange Offers and the solicitation of Consents (as defined
below).
The Company accepted for exchange a total of
(i) US$247,081,000 aggregate principal amount of the
2025 Notes validly tendered and not validly withdrawn, and
(ii) US$275,799,000 aggregate principal amount of the
2027 Notes validly tendered and not validly withdrawn, for the
issuance of a total of US$487,590,000 aggregate principal amount of
New Notes. The settlement of the Exchange Offers and the
solicitations of Consents, and the issuance of the New Notes, is
expected to occur on October 20, 2023 (the “Settlement
Date”), which is the second business day after the
Expiration Deadline. The Company did not accept
(i) US$2,619,000 aggregate principal amount of the
2025 Notes validly tendered and not validly withdrawn, and
(ii) US$600,000 aggregate principal amount of the
2027 Notes validly tendered and not validly withdrawn, because
acceptance of those Existing Notes would otherwise result in the
issuance of less than the minimum denomination of US$200,000 in
principal amount of New Notes to such Eligible Holders.
Eligible Holders who validly tendered Existing
Notes and delivered Consents, and did not validly revoke such
tenders and Consents, after the Early Participation Deadline and on
or prior to the Expiration Deadline and whose Existing Notes were
accepted for exchange by the Company will receive, on the
Settlement Date, (i) for each US$1,000 aggregate principal
amount of 2025 Notes validly tendered (and not validly withdrawn),
US$1,000 aggregate principal amount of New Notes (the “2025
Notes Exchange Consideration”) and (ii) for each
US$1,000 aggregate principal amount of 2027 Notes validly tendered
(and not validly withdrawn), US$950 aggregate principal amount of
New Notes (the “2027 Notes Exchange Consideration”
and, together with the 2025 Notes Exchange Consideration, the
“Exchange Consideration”).
Eligible Holders who validly tendered Existing
Notes and delivered Consents, and did not validly revoke such
tenders and Consents, on or prior to the Early Participation
Deadline and whose Existing Notes were accepted for exchange by the
Company will receive, on the Settlement Date, (i) for each
US$1,000 aggregate principal amount of 2025 Notes validly tendered
(and not validly withdrawn) on or before the Early Participation
Deadline, US$1,080 (the “2025 Notes Total
Consideration”), a portion of which will be payable in
cash and the remainder will be payable in principal amount of New
Notes, and (ii) for each US$1,000 aggregate principal amount
of 2027 Notes validly tendered (and not validly withdrawn) on or
prior to the Early Participation Deadline, US$1,020 in principal
amount of New Notes (the “2027 Notes Total
Consideration” and, together with the 2025 Notes Total
Consideration, the “Total Consideration”).
The 2025 Notes Total Consideration includes
an early participation premium equal to US$80, payable on the
Settlement Date, for each US$1,000 aggregate principal amount of
2025 Notes validly tendered (and not validly withdrawn) on or prior
to the Early Participation Deadline, (the “2025 Notes Early
Participation Premium”). The 2027 Notes Total
Consideration includes an early participation premium equal to
US$70, payable on the Settlement Date, for each US$1,000 aggregate
principal amount of 2027 Notes validly tendered (and not validly
withdrawn) on or prior to the Early Participation Deadline (the
“2027 Notes Early Participation Premium” and,
together with the 2025 Notes Early Participation Premium, the
“Early Participation Premium”).
The aggregate cash consideration payable as part
of the 2025 Notes Total Consideration (which includes the
2025 Notes Early Participation Premium) to all Eligible
Holders whose 2025 Notes were validly tendered (and not validly
withdrawn) on or prior to the Early Participation Deadline and
whose 2025 Notes are accepted for exchange is equal to
US$60.0 million. The pro rata portion of the
US$60.0 million cash consideration as part of the 2025 Notes
Total Consideration for each US$1,000 aggregate principal amount of
2025 Notes validly tendered (and not validly withdrawn) on or prior
to the Early Participation Deadline will be based on the aggregate
amount of 2025 Notes validly tendered (and not validly
withdrawn) on or prior to the Early Participation Deadline and
accepted for purchase. Since US$245,151,000 in the aggregate amount
of 2025 Notes that were validly tendered (and not validly
withdrawn) on or prior to the Early Participation Deadline were
accepted for purchase, each Eligible Holder will receive, for each
US$1,000 aggregate principal amount of 2025 Notes validly tendered
(and not validly withdrawn on or prior to the Early Participation
Deadline), approximately US$247.39 in cash and approximately
US$832.61 in aggregate principal amount of New Notes.
Eligible Holders whose Existing Notes were
accepted for exchange will be paid accrued and unpaid interest on
such Existing Notes from, and including, the most recent date on
which interest was paid on such Holder’s Existing Notes to, but not
including, the Settlement Date (the “Accrued
Interest”), payable on the Settlement Date. Accrued
Interest will be paid in cash on the Settlement Date. Interest will
cease to accrue on the Settlement Date for all Existing Notes
accepted for exchange in the applicable Exchange Offer.
As previously announced, (a) GTEIH received
consents from Eligible Holders of 2025 Notes (the
“2025 Consents”) that, in the aggregate, represent
not less than 50% in aggregate principal amount of the 2025 Notes
outstanding (the “2025 Required Holders”) to
effect certain proposed amendments (the “2025 Proposed
Amendments”) to the indenture dated as of
February 15, 2018, under which the 2025 Notes were issued (the
“2025 Existing Indenture”), and (b) the
Company received consents from Eligible Holders of 2027 Notes (the
“2027 Consents” and, together with the 2025
Consents, the “Consents”) that, in the aggregate,
represent not less than 50% in aggregate principal amount of the
2027 Notes outstanding (the “2027 Required
Holders” and, the receipt of the Consents by GTEIH and the
Company from both the 2025 Required Holders and the 2027 Required
Holders, respectively, the “Minimum Exchange
Condition”) from Eligible Holders of 2027 Notes to effect
certain proposed amendments (the “2027 Proposed
Amendments” and, together with the 2025 Proposed
Amendments, the “Proposed Amendments”) to the
indenture dated as of May 23, 2019, under which the 2027 Notes
were issued (the “2027 Existing Indenture”
and, together with the 2025 Existing Indenture, the
“Existing Indentures”), satisfying the Minimum
Exchange Condition, and each of GTEIH and the Company has executed
and delivered a supplemental indenture to each of the
2025 Existing Indenture and the 2027 Existing Indenture,
respectively, with respect to the applicable Proposed Amendments.
Each supplemental indenture will become operative upon consummation
of the Exchange Offers on the Settlement Date. The Proposed
Amendments provide for, among other things, (i) the
elimination of substantially all of the restrictive covenants and
events of default and related provisions with respect to the
applicable series of Existing Notes, and (ii) the amendment of
certain defined terms and covenants in the Existing Indentures.
The Company will not receive any cash proceeds
from the issuance of the New Notes in the Exchange Offers and the
solicitations of Consents. Existing Notes tendered in connection
with the Exchange Offers, and accepted for exchange, will be
cancelled, together with the cancellation of the US$28,091,000
aggregate principal amount of 2025 Notes held by a subsidiary
of Gran Tierra.
The Exchange Offers were made, and the New Notes
were offered and will be issued, only (a) in the United States
to holders of Existing Notes who are reasonably believed to be
“qualified institutional buyers” (as defined in Rule 144A
under the Securities Act of 1933, as amended (the
“Securities Act”)) in reliance upon the exemption
from the registration requirements of the Securities Act, and
(b) outside the United States to holders of Existing Notes who
are persons other than “U.S. persons” (as defined in
Rule 902 under the Securities Act) in reliance upon
Regulation S under the Securities Act and who are
non-U.S. qualified offerees and eligible purchasers in other
jurisdictions as set forth in the Exchange Offer Memorandum.
Holders who have returned a duly completed eligibility letter
certifying that they are within one of the categories described in
the immediately preceding sentences were authorized to receive and
review the Exchange Offer Memorandum and to participate in the
Exchange Offers and the solicitations of Consents (such holders,
“Eligible Holders”).
This press release does not constitute an offer
to buy or the solicitation of an offer to sell the Existing Notes
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This press release does
not constitute an offer to sell or the solicitation of an offer to
buy the New Notes, nor shall there be any sale of the New Notes in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. The New Notes will not be
registered under the Securities Act or the securities laws of any
state and may not be offered or sold in the United States
absent registration or an exemption from the registration
requirements of the Securities Act and applicable state securities
laws.
The Exchange Offers were made, and the New Notes
were offered and will be issued in Canada on a private placement
basis to holders of Existing Notes who are “accredited investors”
and “permitted clients,” each as defined under applicable Canadian
provincial securities laws.
None of the Company, the dealer manager, the
trustee, any agent or any affiliate of any of them made any
recommendation as to whether Eligible Holders should have tendered
or refrained from tendering all or any portion of the principal
amount of such Eligible Holder’s Existing Notes for New Notes in
the Exchange Offers or Consent to any of the Proposed Amendments to
the Existing Indentures in the solicitations of Consents. Eligible
Holders needed to make their own decision as to whether to tender
Existing Notes in the Exchange Offer and participate in the
solicitation of Consents and, if so, the principal amount of
Existing Notes to tender.
This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act.
Cautionary Statement Regarding
Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of Section 27A of the Securities Act,
Section 21E of the Securities Exchange Act of 1934, as amended, and
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 or “forward-looking information” within the
meaning of applicable Canadian securities laws. All statements
other than statements of historical facts included in this press
release, and those statements preceded by, followed by or that
otherwise include the words “may,” “might,” “will,” “would,”
“could,” “should,” “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “project,” “target,” “goal,” “guidance,” “budget,”
“plan,” “objective,” “potential,” “seek,” or similar expressions or
variations on these expressions are forward-looking statements. The
Company can give no assurances that the assumptions upon which the
forward-looking statements are based will prove to be correct or
that, even if correct, intervening circumstances will not occur to
cause actual results to be different than expected. Because
forward-looking statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or
implied by the forward-looking statements. There are a number of
risks, uncertainties and other important factors that could cause
our actual results to differ materially from the forward-looking
statements, including, but not limited to, those factors set out in
the Exchange Offer Memorandum under “Risk Factors,” in Part I, Item
1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2022, and in the Company’s other
filings with the U.S. Securities and Exchange Commission (the
“SEC”). Although the Company believes the expectations reflected in
the forward-looking statements are reasonable, the Company cannot
guarantee future results, level of activity, performance, or
achievements. Moreover, neither the Company nor any other person
assumes responsibility for the accuracy or completeness of any of
these forward-looking statements. Eligible Investors should not
rely upon forward-looking statements as predictions of future
events. The information included herein is given as of the date of
this press release and, except as otherwise required by the
securities laws, the Company disclaims any obligation or
undertaking to publicly release any updates or revisions to, or to
withdraw, any forward-looking statement contained in this press
release to reflect any change in the Company’s expectations with
regard thereto or any change in events, conditions or circumstances
on which any forward-looking statement is based.
ABOUT GRAN TIERRA ENERGY
INC.
Gran Tierra Energy Inc. together with its
subsidiaries is an independent international energy company
currently focused on oil and natural gas exploration and production
in Colombia and Ecuador. The Company is currently developing its
existing portfolio of assets in Colombia and Ecuador and will
continue to pursue additional new growth opportunities that would
further strengthen the Company’s portfolio. The Company’s common
stock trades on the NYSE American, the Toronto Stock Exchange and
the London Stock Exchange under the ticker symbol GTE. Additional
information concerning Gran Tierra is available at
www.grantierra.com. Except to the extent expressly stated
otherwise, information on the Company’s website or accessible from
the Company’s website or any other website is not incorporated by
reference into, and should not be considered part of, this press
release. Investor inquiries may be directed to info@grantierra.com
or (403) 265-3221.
Gran Tierra’s filings with (i) the SEC are
available on the SEC website at www.sec.gov, (ii) the Canadian
securities regulatory filings are available on SEDAR at
www.sedar.com, and (iii) the UK regulatory filings are
available on the National Storage Mechanism (“the NSM”) website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran
Tierra’s filings on the SEC, SEDAR and the NSM websites are not
incorporated by reference into this press release.
For investor and media inquiries please contact:Gary Guidry,
President & Chief Executive OfficerRyan Ellson, Executive Vice
President & Chief Financial OfficerRodger Trimble, Vice
President, Investor Relations+1-403-265-3221info@grantierra.com
SOURCE Gran Tierra Energy Inc.
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