Gran Tierra Energy Inc. (“
Gran Tierra” or the
“
Company”)
(NYSE
American:GTE)(TSX:GTE)(LSE:GTE) today announced the
commencement of offers to Eligible Holders (as defined herein) to
exchange (such offers, the “
Exchange Offers”)
(i) any and all of the outstanding 6.25% 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 8.750% 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 May 24, 2022 in respect
of the Exchange Offers and Consent Solicitations (as defined below)
(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 |
Early Participation
Premium(1) |
Exchange
Consideration(2) |
Total
Consideration(3) |
6.25% Senior Notes due 2025 |
38502HAA3 / G4066TAA0US38502HAA32 / USG4066TAA00 |
US$300,000,000 |
US$50 |
US$950 |
US$1,000 |
7.750% Senior Notes due 2027 |
38502JAA9 / U37016AA7US38502JAA97 / USU37016AA70 |
US$300,000,000 |
US$50 |
US$950 |
US$1,000 |
(1) Premium payable in principal
amount of New Notes on the Settlement Date (as defined below) per
each US$1,000 aggregate principal amount of Existing Notes validly
tendered (and not validly withdrawn) on or before the Early
Participation Deadline (as defined below).(2) Principal
amount of New Notes per each US$1,000 aggregate principal amount of
Existing Notes validly tendered (and not validly withdrawn) on or
before the Expiration Deadline (as defined below). Does not include
the Early Participation Premium or the applicable Accrued Interest
(as defined below). Accrued Interest will be paid in cash on the
Settlement Date. Holders who tender after the Early Participation
Deadline but prior to the Expiration Deadline will receive only the
Exchange Consideration (and Accrued Interest).(3) Total
Consideration includes the Early Participation Premium. Total
Consideration payable in principal amount of New Notes on the
Settlement Date per each US$1,000 aggregate principal amount of
Existing Notes validly tendered (and not validly withdrawn) on or
before the Early Participation Deadline. Does not include the
applicable Accrued Interest, which will be paid in cash on the
Settlement Date. Holders who tender after the Early Participation
Deadline but prior to the Expiration Deadline will receive only the
Exchange Consideration. Holders who tender after the Early
Participation Deadline but prior to the Expiration Deadline will
receive only the Exchange Consideration.
Simultaneously with the Exchange Offers,
(i) GTEIH is conducting a solicitation (the “2025
Solicitation”) of consents (the “2025
Consents”) from Eligible Holders of 2025 Notes 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 (ii) the
Company is conducting a solicitation (the “2027
Solicitation” and, together with the 2025 Solicitation,
the “Solicitations”) of consents (the
“2027 Consents” and, together with the 2025
Consents, the “Consents”) 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”). The Proposed Amendments
would 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. It is also
expected that the guarantees of the Existing Notes may be released
as described in the Exchange Offer Memorandum. Each
Exchange Offer and Solicitation is a separate offer, and each
Exchange Offer and Solicitation may be individually amended,
extended, terminated or withdrawn without amending, extending,
terminating or withdrawing any other Exchange Offer or
Solicitation. The New Notes will be issued pursuant to
an indenture and will be senior secured obligations.
Important Dates and Times
Commencement |
May 24, 2022. |
Early Participation
Deadline |
5:00 p.m., New York City time, on June 7, 2022, unless
extended or earlier terminated by the Company, in its sole
discretion. |
Withdrawal
Deadline |
5:00 p.m., New York City time, on June 7, 2022, unless
extended or earlier terminated by the Company, in its sole
discretion. |
Expiration
Deadline |
11:59 p.m., New York City time, on June 22, 2022, unless
extended or earlier terminated by the Company, in its sole
discretion. |
Settlement
Date |
Promptly following the Expiration Deadline and is expected to be
the second business day after the Expiration Deadline, on
June 24, 2022, unless extended. |
Eligible Holders who validly tender Existing
Notes and deliver Consents, and do not validly revoke such tenders
and Consents, on or prior to 5:00 p.m., New York City time, on
June 7, 2022, unless extended or earlier terminated by the
Company, in its sole discretion (the “Early Participation
Deadline”) and whose Existing Notes are accepted for
exchange by the Company will receive US$950 aggregate principal
amount of New Notes for each US$1,000 aggregate principal amount of
Existing Notes (the “Exchange Consideration”) and
the early participation premium of US$50 principal amount of New
Notes for each US$1,000 aggregate principal amount of Existing
Notes (the “Early Participation Premium” and,
together with the Exchange Consideration, the “Total
Consideration”).
Existing Notes tendered for their exchange on or
prior to the Early Participation Deadline may be validly withdrawn,
and the related Consents may be validly revoked, at any time prior
to 5:00 p.m., New York City time, on June 7, 2022, unless
extended by the Company, in its sole discretion (the
“Withdrawal Deadline”).
Eligible Holders who validly tender Existing
Notes and deliver Consents, and do not validly revoke such tenders
and Consents, after the Early Participation Deadline and on or
before 11:59 p.m., New York City time, on June 22, 2022,
unless extended by the Company, in its sole discretion (the
“Expiration Deadline”) and whose Existing Notes
are accepted for exchange by us will receive only the Exchange
Consideration.
Eligible Holders whose Existing Notes are
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.
Our obligation to accept Existing Notes tendered
pursuant to the Exchange Offers and Consents delivered pursuant to
the Solicitations is subject to the satisfaction of certain
conditions described in the Exchange Offer Memorandum, which
include, (i) the non-occurrence of an event or events or the likely
non-occurrence of an event or events that would or might reasonably
be expected to prohibit, restrict or delay the consummation of the
Exchange Offers or materially impair the contemplated benefits to
us of the Exchange Offers, (ii) with respect to the
2025 Notes, the receipt of 2025 Notes validly tendered
(and not validly withdrawn) prior to the Expiration Date
representing not less than 80% of the aggregate principal amount of
2025 Notes outstanding and, with respect to the 2027 Notes, the
receipt of 2027 Notes validly tendered (and not validly
withdrawn) prior to the Expiration Date representing not less than
80% of the aggregate principal amount of outstanding 2027 Notes and
(iii) certain other customary conditions.
At any time after the Withdrawal Deadline and
before the Expiration Deadline, if GTEIH has received the 2025
Consent of Eligible Holders of 2025 Notes that, in the aggregate,
represent Holders that own not less than 50% of the 2025 Notes on
such date, GTEIH and the trustee under the 2025 Existing
Indenture may execute and deliver the Supplemental Indenture to the
2025 Existing Indenture, which will give effect to the 2025
Proposed Amendments to the 2025 Notes, that will be effective upon
execution but will only become operative upon consummation of the
Exchange Offer on the Settlement Date.
At any time after the Withdrawal Deadline and
before the Expiration Deadline, if the Company has received the
2027 Consent of Eligible Holders of 2027 Notes that, in the
aggregate, represent Holders that own not less than 50% of the 2027
Notes on such date, the Company and the trustee under the 2027
Existing Indenture may execute and deliver the Supplemental
Indenture to the 2027 Existing Indenture, which will give effect to
the 2027 Proposed Amendments to the 2027 Notes, that will be
effective upon execution but will only become operative upon
consummation of the Exchange Offer on the Settlement Date.
The Company will not receive any cash proceeds
from the issuance of the New Notes in the Exchange Offers and the
Solicitations. Existing Notes surrendered in connection with the
Exchange Offers, and accepted for exchange, will be cancelled. The
Company expects to repay any borrowings under its revolving credit
facility and terminate, or refinance, in its sole discretion, its
revolving credit facility prior to the Expiration Deadline and the
completion of the Exchange Offers and Solicitations.
The Exchange Offers are made, and the New Notes
will be offered and 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 are authorized to receive and
review the Exchange Offer Memorandum and to participate in the
Exchange Offers and the Solicitations (such holders,
“Eligible Holders”). Holders who desire to obtain
and complete an eligibility letter should either visit the website
for this purpose at www.dfking.com/gte, or call
D.F. King & Co., Inc., the Information Agent and
Exchange Agent for the Exchange Offers and the Solicitation of
Consents at +1 (800) 967-0261 (toll free),
+1 (212) 269-5550 (banks and brokers), or email at
gte@dfking.com.
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 are made, and the New Notes
will be offered and 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 makes any
recommendation as to whether Eligible Holders should tender or
refrain 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. Eligible Holders will
need to make their own decision as to whether to tender Existing
Notes in the Exchange Offer and participate in the Solicitation
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, the form and results of
the Exchange Offers and Solicitations of Consents; the Company’s
ability to comply with covenants in its Existing Indentures; the
Company’s ability to obtain amendments to the covenants in its
Existing Indentures; and 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, 2021, 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. 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.
Gran Tierra’s filings with the SEC are available
on the SEC website at http://www.sec.gov. The Company’s
Canadian securities regulatory filings are available on SEDAR at
http://www.sedar.com and UK regulatory filings are available on the
National Storage Mechanism website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran
Tierra’s filings on the SEC website and SEDAR are not incorporated
by reference into this press release.
Information on the Company’s website (including
the Sustainability Report) does not constitute a part of 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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