TIDMGTE
CALGARY, Alberta, Oct. 19, 2023 (GLOBE NEWSWIRE) -- 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 Principal Amount Total Principal Total Principal
Outstanding Tendered After the Amount Tendered in Amount Accepted
Early Participation the Exchange Offers for Exchange
Deadline
---------------- ------------------------------- -------------------- -------------------- --------------------- -----------------
6.250% Senior 38502HAA3 / G4066TAA0 US$271,909,000(1) US$4,549,000 US$249,700,000((2) US$247,081,000
Notes due US38502HAA32 / USG4066TAA00 ()
2025
7.750% Senior 38502JAA9 / U37016AA7 US$300,000,000 US$2,176,000 US$276,399,000 US$275,799,000
Notes due US38502JAA97 / USU37016AA70
2027
_________________
(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authorized to be withdrawn after the Early Participation Deadline,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 Officer
Ryan Ellson, Executive Vice President & Chief Financial
Officer
Rodger Trimble, Vice President, Investor Relations
+1-403-265-3221
info@grantierra.com
SOURCE Gran Tierra Energy Inc.
(END) Dow Jones Newswires
October 19, 2023 06:00 ET (10:00 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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