TIDMGTE
CALGARY, Alberta, Sept. 19, 2023 (GLOBE NEWSWIRE) -- 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
6.250% 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 (each, 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 CUSIP/ISIN Numbers Principal Amount Early Participation Exchange Total
Notes Outstanding Premium((1) Consideration((2) Consideration((3)
---------------- ------------------------------- ------------------- ---------------------- --------------------- ---------------------
6.250% Senior 38502HAA3 / G4066TAA0 US$271,909,000 US$80(4) US$1,000 US$1,080(4)
Notes due US38502HAA32 / USG4066TAA00
2025
7.750% Senior 38502JAA9 / U37016AA7 US$300,000,000 US$70 US$950 US$1,020
Notes due US38502JAA97 / USU37016AA70
2027
_______________
(1) Early Participation Premium payable 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(and not validly withdrawn) on or prior to the Early
Participation Deadline.
(2) Exchange Consideration per each US$1,000 aggregate
principal amount of Existing Notes validly tendered
(and not validly withdrawn) after the Early Participation
Deadline but on or prior to the Expiration Deadline.
The Exchange Consideration will be payable in principal
amount of New Notes on the Settlement Date. The Exchange
Consideration does not include the applicable Accrued
Interest. Accrued Interest will be paid in cash on
the Settlement Date. Holders who validly tender Existing
Notes after the Early Participation Deadline but prior
to the Expiration Deadline will receive only the Exchange
Consideration and Accrued Interest.
(3) Total Consideration payable per each US$1,000 aggregate
principal amount of Existing Notes validly tendered
(and not validly withdrawn) on or prior to the Early
Participation Deadline. The Total Consideration for
(i) the 2025 Notes will be payable in a combination
of cash and principal amount of New Notes, and (ii)
for the 2027 Notes will be payable in principal amount
of New Notes, in each case on the Settlement Date.
The Total Consideration (i) includes the Early Participation
Premium, and (ii) does not include the applicable
Accrued Interest (as defined below), 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.
(4) Eligible Holders validly tendering (and not withdrawing)
the 2025 Notes on or prior to the Early Participation
Deadline will receive, in the aggregate, US$60.0 million
of the Total Consideration in cash on the Settlement
Date, with the remainder of the Total Consideration
in principal amount of New Notes. At the Early Participation
Deadline, (i) the pro rata cash portion of the Total
Consideration (which includes the Early Participation
Premium) payable in cash and (ii) the balance payable
in principal amount of New Notes, per US$1,000 principal
amount of 2025 Notes validly tendered (and not validly
withdrawn) on or prior to the Early Participation
Deadline, will be determined based on the aggregate
principal amount of 2025 Notes validly tendered (and
not validly withdrawn) on or prior to the Early Participation
Deadline and accepted for exchange.
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, provided that each Exchange Offer is subject to the
satisfaction of the Minimum Exchange Condition (as defined below).
The New Notes will be issued pursuant to an indenture and will be
senior secured obligations.
Important Dates and Times
Commencement September 19, 2023.
Early 5:00 p.m., New York City time, on October 2, 2023,
Participation unless extended or earlier terminated by the Company,
Deadline in its sole discretion.
Withdrawal 5:00 p.m., New York City time, on October 2, 2023,
Deadline unless extended or earlier terminated by the Company,
in its sole discretion.
Expiration 11:59 p.m., New York City time, on October 18, 2023,
Deadline 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 October 20, 2023, unless extended.
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 October 2, 2023, 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, on
or prior to 5:00 p.m., New York City time, on October 2, 2023,
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 (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 is equal to US$1,020 in principal
amount of New Notes (the "2027 Notes Total Consideration" and,
together with the Total 2025 Notes Consideration, the "Total
Consideration").
The 2025 Notes Total Consideration includes the early
participation premium, 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, equal to US$80, payable
on the Settlement Date (the "2025 Notes Early Participation
Premium"). The 2027 Notes Total Consideration includes the early
participation premium, 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, equal to US$70, payable
on the Settlement Date (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 are
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, and accepted for exchange, will
be determined at the Early Participation Deadline, based on the
aggregate amount of 2025 Notes validly tendered (and not validly
withdrawn) on or prior to the Early Participation Deadline. The
greater the amount of 2025 Notes validly tendered (and not validly
withdrawn), the lower the pro rata portion of the US$60.0 million
cash consideration per US$1,000 aggregate principal amount of 2025
Notes tendered (and not validly withdrawn). For example: (i) if
100% of the 2025 Notes outstanding is validly tendered (and not
validly withdrawn) on or prior to the Early Participation Deadline,
each Eligible Holder will receive, for each US$1,000 aggregate
principal amount of 2025 Notes validly tendered (and not validly
withdrawn), approximately US$221 in cash and approximately US$859
in aggregate principal amount of New Notes, and (ii) if 50% of the
2025 Notes outstanding is validly tendered (and not validly
withdrawn) on or prior to the Early Participation Deadline, each
Eligible Holder will receive, for each US$1,000 aggregate principal
amount of 2025 Notes validly tendered (and not validly withdrawn),
approximately US$441 in cash and approximately US$639 in aggregate
principal amount of New Notes.
The Company expects to draw US$50 million under its amended and
restated senior secured credit facility, established by the credit
agreement, dated as of August 18, 2022, by and among the Company,
Gran Tierra Energy Colombia GmbH (formerly known as Gran Tierra
Energy Colombia LLC), Gran Tierra Operations Colombia GmbH
(formerly known as Gran Tierra Colombia Inc.), and Trafigura PTE
Ltd. ("Trafigura"), as a lender, to finance a portion of the cash
consideration for the exchange of the 2025 Notes validly tendered
(and not validly withdrawn) on or prior to the Early Participation
Deadline, and to fund the remainder of the cash consideration with
cash on hand. On September 19, 2023, in connection with the
Exchange Offers, the Company amended and restated such senior
secured credit facility to, among other things, adjust the initial
commitment of US$100 million to US$50 million (maintaining the
potential option of up to an additional US$50 million, subject to
approval by the lender), and extend the availability period until
December 31, 2023. The repayment of the credit facility will
continue to be made by way of deductions of the price payable by
Trafigura for the crude oil delivered under commercial oil
marketing contracts, which we have in place with Trafigura. As at
June 30, 2023, after giving effect to the amendment, the credit
facility was undrawn.
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 prior to 5:00
p.m., New York City time, on October 18, 2023, unless extended by
the Company, in its sole discretion (the "Expiration Deadline") and
whose Existing Notes are accepted for exchange by us will receive
(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 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) the receipt of both (a) the 2025 Consents of
Eligible Holders of 2025 Notes that, in the aggregate, represent
not less than 50% in aggregate principal amount of the 2025 Notes
outstanding (the "2025 Required Holders"), and (b) the 2027
Consents of Eligible Holders of 2027 Notes that, in the aggregate,
represent not less than 50% in aggregate principal amount of the
2027 Notes outstanding (the "2027 Required Holders"), prior to the
Expiration Deadline (collectively, the "Minimum Exchange
Condition"), and (iii) certain other customary conditions.
At any time after the Withdrawal Deadline and before the
Expiration Deadline, if both GTEIH and the Company have received
the 2025 Consent of Eligible Holders of 2025 Notes and the 2027
Consent of Eligible Holders of 2027 Notes, respectively, that, in
the aggregate, represent Holders that own not less than 50% of the
2025 Notes and not less than 50% of the 2027 Notes, respectively,
on such date, GTEIH and the Company, as applicable, and the trustee
under the Existing Indentures may execute and deliver a
Supplemental Indenture to the Existing Indentures, which will give
effect to the Proposed Amendments to the Existing 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 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) 859-8509 (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, 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
September 19, 2023 08:24 ET (12:24 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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