TIDMGTE
CALGARY, Alberta, May 24, 2022 (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
6.25% 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 8.750% 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 May 24, 2022 in respect of the
Exchange Offers and Consent Solicitations (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 Early Exchange Total
Notes Amount Participation Consideration((2) Consideration((3)
Outstanding Premium((1) ()
6.25% Senior 38502HAA3 / G4066TAA0 US$300,000,000 US$50 US$950 US$1,000
Notes due US38502HAA32 / USG4066TAA00
2025
7.750% Senior 38502JAA9 / U37016AA7 US$300,000,000 US$50 US$950 US$1,000
Notes due US38502JAA97 / USU37016AA70
2027
(1) Premium payable in principal amount of New Notes 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validly withdrawn) on or before the Early Participation Deadline
(as defined below).
(2) Principal amount of New Notes per each US$1,000 aggregate
principal amount of Existing Notes validly tendered (and not
validly withdrawn) on or before the Expiration Deadline (as defined
below). Does not include the Early Participation Premium or the
applicable Accrued Interest (as defined below). Accrued Interest
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 (and Accrued
Interest).
(3) Total Consideration includes the Early Participation
Premium. Total Consideration payable in principal amount of New
Notes on the Settlement Date per each US$1,000 aggregate principal
amount of Existing Notes validly tendered (and not validly
withdrawn) on or before the Early Participation Deadline. Does not
include the applicable Accrued Interest, 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. Holders who tender after
the Early Participation Deadline but prior to the Expiration
Deadline will receive only the Exchange Consideration.
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. The New Notes will be issued pursuant to an indenture and will be senior secured obligations.
Important Dates and Times
Commencement May 24, 2022.
Early 5:00 p.m., New York City time, on June 7, 2022, unless
Participation extended or earlier terminated by the Company, in
Deadline its sole discretion.
Withdrawal 5:00 p.m., New York City time, on June 7, 2022, unless
Deadline extended or earlier terminated by the Company, in
its sole discretion.
Expiration 11:59 p.m., New York City time, on June 22, 2022,
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 June 24, 2022, unless extended.
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 June 7, 2022, 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 US$950
aggregate principal amount of New Notes for each US$1,000 aggregate
principal amount of Existing Notes (the "Exchange Consideration")
and the early participation premium of US$50 principal amount of
New Notes for each US$1,000 aggregate principal amount of Existing
Notes (the "Early Participation Premium" and, together with the
Exchange Consideration, the "Total Consideration").
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 June 7, 2022, 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,
after the Early Participation Deadline and on or before 11:59 p.m.,
New York City time, on June 22, 2022, unless extended by the
Company, in its sole discretion (the "Expiration Deadline") and
whose Existing Notes are accepted for exchange by us will receive
only 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) with respect to the 2025 Notes, the receipt
of 2025 Notes validly tendered (and not validly withdrawn) prior to
the Expiration Date representing not less than 80% of the aggregate
principal amount of 2025 Notes outstanding and, with respect to the
2027 Notes, the receipt of 2027 Notes validly tendered (and not
validly withdrawn) prior to the Expiration Date representing not
less than 80% of the aggregate principal amount of outstanding 2027
Notes and (iii) certain other customary conditions.
At any time after the Withdrawal Deadline and before the
Expiration Deadline, if GTEIH has received the 2025 Consent of
Eligible Holders of 2025 Notes that, in the aggregate, represent
Holders that own not less than 50% of the 2025 Notes on such date,
GTEIH and the trustee under the 2025 Existing Indenture may execute
and deliver the Supplemental Indenture to the 2025 Existing
Indenture, which will give effect to the 2025 Proposed Amendments
to the 2025 Notes, that will be effective upon execution but will
only become operative upon consummation of the Exchange Offer on
the Settlement Date.
At any time after the Withdrawal Deadline and before the
Expiration Deadline, if the Company has received the 2027 Consent
of Eligible Holders of 2027 Notes that, in the aggregate, represent
Holders that own not less than 50% of the 2027 Notes on such date,
the Company and the trustee under the 2027 Existing Indenture may
execute and deliver the Supplemental Indenture to the 2027 Existing
Indenture, which will give effect to the 2027 Proposed Amendments
to the 2027 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 Company expects
to repay any borrowings under its revolving credit facility and
terminate, or refinance, in its sole discretion, its revolving
credit facility prior to the Expiration Deadline and the completion
of the Exchange Offers and Solicitations.
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) 967-0261 (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, 2021, 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. 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.
Gran Tierra's filings with the SEC are available on the SEC
website at
http://www.sec.gov. The Company's Canadian securities regulatory filings are available on SEDAR at http://www.sedar.com and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran Tierra's filings on the SEC website and SEDAR are not incorporated by reference into this press release.
Information on the Company's website (including the
Sustainability Report) does not constitute a part of 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
May 24, 2022 21:35 ET (01:35 GMT)
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