Gran Tierra Energy Inc. Announces Pricing of an Additional $100 Million Aggregate Principal Amount of its 9.500% Senior Secured Amortizing Notes due 2029
February 01 2024 - 10:35PM
Gran Tierra Energy Inc. Announces Pricing of an Additional $100
Million Aggregate Principal Amount of its 9.500% Senior Secured
Amortizing Notes due 2029
Gran Tierra Energy Inc. (“
Gran Tierra” or the
“
Company”)
(NYSE
American:GTE)(TSX:GTE)(LSE:GTE) today announced that
it has priced its offering of an additional $100 million aggregate
principal amount of its previously issued 9.500% Senior Secured
Amortizing Notes due 2029 (the “
Notes”) in a
private placement to persons reasonably believed to be 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.
Gran Tierra previously had outstanding
US$487,590,000 aggregate principal amount of 9.500% Senior Secured
Amortizing Notes due 2029 (the “Original Notes”).
The Notes will have the same terms and provisions as the Original
Notes, except for the issue price, and will form the same series as
the Original Notes, including with respect to interest payments.
Gran Tierra expects to close the offering on February 6, 2024. Gran
Tierra expects to receive net proceeds, after initial purchasers’
discounts and commissions and estimated fees and offering expenses,
of approximately $88.3 million. Upon settlement, the Notes are
expected to trade under the same CUSIP number as the Original
Notes, except that the Notes sold pursuant to Regulation S
under the Securities Act will have a different CUSIP number than
the Original Notes until 40 days after the issue date of the
Notes.
The Notes will be guaranteed by certain
subsidiaries of Gran Tierra. Gran Tierra intends to use the net
proceeds from the offering to repay the outstanding amounts
borrowed under its existing credit facility (after which the credit
facility will be terminated), and any remaining net proceeds from
the offering for general corporate purposes, which may include
additional capital to appraise and develop exploration discoveries,
repayment of other indebtedness, working capital and/or
acquisitions.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the Notes, nor shall
there be any sale of the 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 Notes will not be 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 the registration requirements of the
Securities Act and applicable state securities laws.
The offering is being made, and the Notes are
being offered and issued, only (a) in the United States to
investors who are reasonably believed to be “qualified
institutional buyers” (as defined in Rule 144A under the
Securities Act) in reliance upon the exemption from the
registration requirements of the Securities Act, (b) outside
the United States to investors 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 (c) pursuant to certain prospectus exemptions
in Canada.
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
Gran Tierra’s actual results to differ materially from the
forward-looking statements, including, but not limited to,
statements related to Gran Tierra’s expectations regarding the
completion, timing and size of the proposed offering and use of
proceeds; and those factors set out 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.
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. 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 international oil and natural gas exploration
and production with assets currently in Colombia and Ecuador. The
Company is currently developing its existing portfolio of assets in
Colombia and Ecuador and will continue to pursue additional 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.
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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