Gran Tierra Energy Inc. Announces Offer To Purchase All Of Its Issued And Outstanding 5.00% Convertible Senior Notes Due 2021
05 June 2019 - 8:29AM
UK Regulatory
TIDMGTE
CALGARY, Alberta, June 04, 2019 (GLOBE NEWSWIRE) -- Gran Tierra Energy
Inc. ("Gran Tierra" or the "Company") (NYSE American:
GTE)(TSX:GTE)(LSE:GTE) today announces that its board of directors (the
"Board") has approved an issuer bid (the "Offer") pursuant to which the
Company will offer to purchase for cancellation all of the issued and
outstanding 5.00% Convertible Senior Notes due 2021 (being US$115
million aggregate principal amount) of Gran Tierra (the "Convertible
Notes").
The purchase price under the Offer is US$1,075 in cash per US$1,000
principal amount of Convertible Notes. Holders of Convertible Notes
(each, a "Noteholder") who deposit and do not withdraw their Convertible
Notes under the Offer will receive a cash payment in respect of all
accrued and unpaid interest outstanding on such Convertible Notes up to,
but excluding, the date on which such Convertible Notes are taken up by
the Company pursuant to the Offer.
Certain institutional Noteholders have agreed, pursuant to lock-up
agreements with the Company, to deposit an aggregate of approximately
US$61.2 million principal amount of Convertible Notes held by them to
the Offer.
The Company will fund any purchases of Convertible Notes pursuant to the
Offer from available cash on hand. Management of the Company believes
that repurchases of the Convertible Notes will create value for the
Company's stockholders by reducing the Company's cash interest payments,
de-levering its balance sheet, improving its debt maturity profile and
eliminating potential dilution should the Convertible Notes be converted
to shares of common stock of the Company.
The Offer is not conditional upon any minimum number of Convertible
Notes being deposited, but is subject to various other conditions as
detailed in the formal offer to purchase, the issuer bid circular and
the related letter of transmittal (collectively, the "Offer Documents"),
containing the terms and conditions of the Offer and instructions for
depositing such Convertible Notes. The Offer Documents will be mailed
to registered Noteholders on June 5, 2019 and will be filed with the
applicable securities regulators and available on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov.
Eight Capital was engaged by the Board as the independent valuator to
prepare a formal valuation of the Convertible Notes in accordance with
applicable Canadian securities laws (the "Valuation"). The Valuation
contains Eight Capital's opinion that, based on the scope of its review
and subject to the assumptions, qualifications and limitations provided
therein, as of May 24, 2019, the fair market value of the Convertible
Notes falls within the range of US$1,032 to US$1,080 per US$1,000
principal amount of Convertible Notes. A copy of the Valuation will be
attached to the Offer Documents.
The Offer will commence on June 6, 2019 and expire at 2:00 p.m. (Calgary
time) on July 12, 2019, unless extended, varied or withdrawn by the
Company (such time and date, the "Expiration Date").
In accordance with applicable securities laws, the Company has suspended
purchases of its shares of common stock pursuant to its current normal
course issuer bid commenced on March 13, 2019 until after the Expiration
Date or the date of termination of the Offer.
Gran Tierra has retained Computershare Investor Services Inc.
("Computershare") to act as depositary in connection with the Offer.
Noteholders who have questions with respect to the Offer, or require any
assistance with respect to the Offer, including how to deposit
Convertible Notes pursuant to the Offer, may contact Computershare by
telephone at 1-800-564-6253 (toll-free in North America) or at
1-514-982-7555 (collect call outside North America) or by email at
corporateactions@computershare.com
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None of Gran Tierra, its directors or Computershare or any of their
respective affiliates, makes any recommendation to any Noteholder as to
whether to deposit or refrain from depositing all or any portion of
their Convertible Notes under the Offer. Noteholders must make their own
decisions as to whether to deposit or refrain from depositing their
Convertible Notes, and, if deposited, the amount of their Convertible
Notes to deposit thereunder. Noteholders are strongly urged to review
and evaluate carefully all information in the Offer Documents, to
consult their own financial, tax and legal advisors, and to make their
own decisions as to whether to deposit Convertible Notes pursuant to the
Offer and, if deposited, what principal amount of Convertible Notes to
deposit. Noteholders should carefully consider the income tax
consequences of accepting the Offer and depositing Convertible Notes
pursuant to the Offer.
About Gran Tierra Energy Inc.
Gran Tierra Energy Inc., together with its subsidiaries, is an
independent international energy company focused on oil and natural gas
exploration and production in Colombia and Ecuador. The Company is
focused on its existing portfolio of assets in Colombia and Ecuador and
will pursue new growth opportunities throughout Colombia and Ecuador,
leveraging its financial strength. The Company's shares of common stock
trade 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. Information
on the Company's website does not constitute a part of this press
release. Investor inquiries may be directed to info@grantierra.com or
1-403-265-3221.
Gran Tierra's filings with the U.S. Securities and Exchange Commission
(the "SEC") are available on the SEC website at www.sec.gov and on SEDAR
at www.sedar.com and UK regulatory filings are available on the National
Storage Mechanism website at www.morningstar.co.uk/uk/nsm.
Forward-Looking Statements and Advisories
This press release contains statements about future events that
constitute forward-looking statements within the meaning of the United
States 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, and forward looking
information within the meaning of applicable Canadian securities laws
(collectively, "forward-looking statements"). Such forward-looking
statements include, but are not limited to, the expiration of the Offer,
the timing of the take up and payment for Convertible Notes deposited
pursuant to the Offer and the Company's expectation regarding value to
stockholders as a result of the Offer.
The forward-looking statements contained in this news release are
subject to risks, uncertainties and other factors that could cause
actual results or outcomes to differ materially from those contemplated
by the forward-looking statements, including, among others: unexpected
changes in general market and economic conditions. Accordingly, readers
should not place undue reliance on the forward-looking statements
contained herein. Further information on potential factors that could
affect Gran Tierra are included in risks detailed from time to time in
Gran Tierra's reports filed with the SEC, including, without limitation,
under the caption "Risk Factors" in Gran Tierra's Annual Report on Form
10-K filed February 27, 2019 and its subsequent Quarterly Reports on
Form 10-Q. These filings are available on a website maintained by the
SEC at www.sec.gov and on SEDAR at www.sedar.com.
All forward-looking statements are made as of the date of this press
release and the fact that this press release remains available does not
constitute a representation by Gran Tierra that Gran Tierra believes
these forward-looking statements continue to be true as of any
subsequent date. Actual results may vary materially from the expected
results expressed in forward-looking statements. Gran Tierra disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as expressly required by applicable securities laws.
Gran Tierra's forward-looking statements are expressly qualified in
their entirety by this cautionary statement.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection with the
proposed Offer, the Company will file with the SEC a Tender Offer
Statement under Section 13(e)(1) of the Securities Exchange Act of 1934,
as amended (the "Tender Offer Statement") and the related Offer
Documents on Schedule TO. This communication is not intended to be, and
is not, a substitute for such filings or any other document that the
Company may file with the SEC in connection with the Offer. Noteholders
are urged to read the Tender Offer Statement and its exhibits regarding
the proposed Offer when it becomes available, because it will contain
important information that you should consider before making any
decision regarding the Offer. You may obtain a free copy of the Tender
Offer Statement and its exhibits and other related documents filed by
the Company with the SEC at the SEC's website at www.sec.gov, or from
the Company's website at www.grantierra.com, or from Computershare by
telephone at 1-800-564-6253 (toll free in North America) or at
1-514-982-7555 (collect call outside North America) or by email at
corporateactions@computershare.com
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Contact Information:
For investor and media inquiries please contact:
Gary Guidry
Chief Executive Officer
403-767-6500
Ryan Ellson
Chief Financial Officer
403-767-6501
Rodger Trimble
Vice President, Investor Relations
403-698-7941
info@grantierra.com
(END) Dow Jones Newswires
June 04, 2019 18:29 ET (22:29 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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