Gran Tierra Energy Inc. Announces Private Offering of Senior Notes due 2025
February 01 2018 - 8:00AM
Gran Tierra Energy Inc. (“
Gran Tierra”) (NYSE
American:GTE) (NYSE MKT:GTE) (TSX:GTE), today announced that its
indirect, wholly-owned subsidiary, Gran Tierra Energy International
Holdings Ltd. (“
GTEIH”), intends, subject to
market and other conditions, to offer Senior Notes due 2025 (the
“
Notes”) in a private placement to qualified
institutional buyers in the United States pursuant to Rule 144A
under the Securities Act of 1933, as amended (the
“
Securities Act”), to non-U.S. persons in
transactions outside the United States pursuant to Regulation S
under the Securities Act and pursuant to certain prospectus
exemptions in Canada.
The Notes will be fully and unconditionally
guaranteed by Gran Tierra and certain subsidiaries of Gran Tierra
that guarantee its revolving credit facility. The interest rate,
redemption prices and other terms of the Notes are to be determined
upon pricing of the offering. GTEIH intends to use the net
proceeds from the offering (i) to repay the outstanding amounts
borrowed under the revolving credit facility and (ii) for general
corporate purposes, which may include development capital.
This press release is neither an offer to sell
nor a solicitation of an offer to buy the Notes, nor shall there be
any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
The Notes have not been registered under the
Securities Act, or the securities laws of any other jurisdiction,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. The offering is being made exclusively to qualified
institutional buyers in the United States pursuant to Rule 144A
under the Securities Act, to non-U.S. persons in transactions
outside the United States pursuant to Regulation S under the
Securities Act and pursuant to certain prospectus exemptions in
Canada.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements related to Gran Tierra’s expectations
regarding the completion, timing and size of the proposed offering
and use of proceeds. Any statements contained in this press release
that are not statements of historical fact may be deemed to be
forward-looking statements. Words such as “will,” “intends” and
similar expressions are intended to identify these forward-looking
statements. There are a number of important factors that could
cause Gran Tierra’s results to differ materially from those
indicated by these forward-looking statements, including risks and
uncertainties related to market conditions, the receipt of all
necessary regulatory and exchange approvals and the satisfaction of
customary closing conditions related to the proposed offering.
There can be no assurance that GTEIH will be able to complete the
proposed offering on the anticipated terms, or at all. Additional
risks and uncertainties relating to Gran Tierra and its business
can be found under the heading “Risk Factors” in Gran Tierra’s
filings with the Securities and Exchange Commission, including its
annual report on Form 10-K for the year ended December 31, 2016 and
its other filings with the Securities and Exchange Commission.
Unless required by applicable law, Gran Tierra undertakes no
obligation to update or revise any such forward-looking statements,
whether as a result of new information, future events or
otherwise.
Contact Information
For investor and media inquiries please contact:
Gary GuidryChief Executive Officer
Ryan EllsonChief Financial Officer
Rodger TrimbleVice President, Investor Relations
403-265-3221info@grantierra.com
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