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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): October 3, 2023
GRAN TIERRA ENERGY INC.
(Exact Name of Registrant as Specified in
its Charter)
| Delaware |
|
001-34018 |
|
98-0479924 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
500
Centre Street S.E.
Calgary,
Alberta, Canada
T2G 1A6
(Address of Principal Executive Offices)
(Zip Code)
(403) 265-3221
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common Stock, par value $0.01 per share |
GTE |
NYSE American
Toronto Stock Exchange
London Stock Exchange
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Exchange Offers and Consent Solicitations
On October 3, 2023, Gran Tierra Energy Inc.,
a Delaware corporation (the “Company”), announced the early participation results for its previously announced private offers
to all Eligible Holders (as defined in the press release) to exchange (the “Exchange Offers”) any and all outstanding 6.250%
Senior Notes due 2025 (the “2025 Notes”) issued by the Gran Tierra Energy International Holdings Ltd., an exempted company
incorporated with limited liability under the laws of the Cayman Islands and an indirect, wholly-owned subsidiary of the Company, and
the 7.750% Senior Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Existing Notes”) issued
by the Company, for newly issued 9.500% Senior Secured Amortizing Notes due 2029 (the “New Notes”) to be issued by the Company,
pursuant to the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement,
dated September 19, 2023 (as amended and supplemented, the “Exchange Offer Memorandum”).
Investors should carefully review the attached
press release for further details regarding the Exchange Offers and the solicitations of consents. A copy of the Company’s press
release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference in its entirety.
Neither this Current Report on Form 8-K nor
the press release attached hereto as Exhibit 99.1 constitutes an offer to (i) 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 or (ii) 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 Exchange Offers and the Solicitations are being made solely pursuant
to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
Cautionary Statement Regarding Forward-Looking Statements
The statements other than statements of historical
facts included in this Current Report on Form 8-K are “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 law, including,
but not limited to, the form and results of the Exchange Offers and the Solicitations. 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 those
described in the Company’s filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. Therefore, actual outcomes
and results could materially differ from what is expressed or implied in such statements.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Date: October 3, 2023 |
GRAN TIERRA ENERGY INC. |
| |
|
| |
By: |
/s/ Ryan Ellson |
| |
|
Name: |
Ryan Ellson |
| |
|
Title: |
Executive Vice President
and Chief Financial Officer |
Exhibit 99.1
Gran Tierra Energy Inc. Announces
Early Participation Deadline Results for the Previously Announced Exchange Offers of Certain Existing Notes for New Notes and
the Solicitations of Consents to Proposed Amendments to the Existing Indentures
CALGARY, Alberta, October 3, 2023 (GLOBE NEWSWIRE)
-- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today
announced the early participation 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 |
|
Percentage of the Principal
Amount Outstanding
|
| 6.250% Senior Notes due 2025 |
|
38502HAA3 / G4066TAA0
US38502HAA32 / USG4066TAA00 |
|
US$271,909,000(1) |
|
US$247,551,000 |
|
91.04% |
| 7.750% Senior Notes due 2027 |
|
38502JAA9 / U37016AA7
US38502JAA97 / USU37016AA70 |
|
US$300,000,000 |
|
US$274,223,000 |
|
91.41% |
| (1) | Amount outstanding does not include $28,091,000 of 2025 Notes held by a subsidiary of Gran Tierra. |
As of 5:00 p.m., New York City time, on October 2,
2023 (the “Early Participation Deadline”), (i) US$247,551,000 aggregate principal amount outstanding of the 2025 Notes,
representing approximately 91.04% of the total principal amount outstanding of the 2025 Notes, and (ii) US$274,223,000 aggregate
principal amount outstanding of the 2027 Notes, representing approximately 91.41% of the total principal amount outstanding of the
2027 Notes, had been validly tendered for exchange and not validly withdrawn, as confirmed by the Information Agent and Exchange
Agent for the Exchange Offers.
Since (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, 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, but such supplemental indentures will become operative only upon consummation of the Exchange
Offers. 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 “Withdrawal Deadline” has
not been extended and expired at 5:00 p.m., New York City time, on October 2, 2023. Accordingly, holders may no longer withdraw
Existing Notes tendered in the Exchange Offers, except in certain limited circumstances as set forth in the Exchange Offer Memorandum.
Except as modified by the terms of this press release, all other terms and conditions of the Exchange Offers and the solicitations of
Consents, as previously announced and described in the Exchange Offer Memorandum, remain unchanged.
The Exchange Offers and the solicitations of Consents
will expire at 5:00 p.m., New York City time, on October 18, 2023 (the “Expiration Deadline”), unless extended
or earlier terminated by the Company, in its sole discretion. The Company currently expects the settlement of the Exchange Offers and
the solicitations of Consents to be on October 20, 2023 (the “Settlement Date”), which is the second business
day after the Expiration Deadline.
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 are 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. If all $247,551,000 in the aggregate amount of 2025 Notes
that were validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline are 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$242 in cash and approximately US$838 in aggregate principal amount of
New Notes. Notwithstanding the foregoing, we will not accept any tender of Existing Notes that would result in the issuance of less than
the minimum denomination of US$200,000 in principal amount of New Notes. As a result, the actual amount of Existing Notes accepted in
the Exchange Offers and the portion of the cash consideration and amount of New Notes that Eligible Holders will receive in exchange for
2025 Notes validity tendered (and not validly withdrawn) on or prior to the Early Participation Deadline may differ from the hypothetical
described above.
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 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 and (ii) certain other customary conditions.
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.
The Exchange Offers are being made, and the New
Notes are being 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 of Consents (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
are being 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 of Consents. 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 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, 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.
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