Current Report Filing (8-k)
July 06 2017 - 2:48PM
Edgar (US Regulatory)
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): June 30, 2017
GRAN TIERRA
ENERGY INC.
(Exact name of
Registrant as specified in its charter)
Delaware
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98-0479924
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(State or other jurisdiction of
incorporation)
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(I.R.S. Employer Identification
No.)
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Commission file
number:
001-34018
900, 520 - 3 Avenue
SW
Calgary, Alberta Canada T2P 0R3
(Address of principal
executive offices and zip code)
Registrant's telephone
number, including area code:
(403) 265-3221
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 (see General Instruction
A.2. below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
¨
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 30, 2017, Gran Tierra Energy
Inc. (“Gran Tierra Energy”), through two of its indirect subsidiaries, Gran Tierra Energy International Holdings Ltd.
(“GTEIH”) and Gran Tierra Luxembourg Holdings S.Á R.L. (such subsidiaries, the “Selling Subsidiaries”),
completed the previously announced disposition of Gran Tierra Energy’s assets in Brazil, including its 100% working interest
in the Tiê Field and all of Gran Tierra' Energy’s interest in exploration rights and obligations held pursuant to
concession agreements granted by the Agência Nacional do Petróleo, Gás Natural e Biocombustíveis of Brazil.
Pursuant to the terms of a Share and Loan Purchase Agreement dated February 5, 2017 by and among the Selling Subsidiaries and
Maha Energy AB (“Maha”) (the “Initial Disposition Agreement”) and subsequent amending agreements dated
May 30, 2017, June 22, 2017 and June 26, 2017 (the Initial Disposition Agreement and such amending agreements, the “Disposition
Agreements”), Gran Tierra Energy completed the disposition of its Brazil business unit for a purchase price of US$35 million
which, after certain interim closing adjustments as provided for in the Disposition Agreements, resulted in cash consideration
paid to the Selling Subsidiaries of approximately US$38 million.
Specifically, pursuant to the Disposition Agreements, the Selling
Subsidiaries agreed to sell for US$35 million in cash, plus or minus working capital adjustments, plus, if applicable, certain
other adjustments and interest: (1) all of the outstanding shares of Gran Tierra Energy’s indirect subsidiary Gran Tierra
Finance (Luxembourg) S.Á R.L. (“GT Finance”), which sale includes the indirect sale of GT Finance’s
subsidiaries Gran Tierra Brazco (Luxembourg) S.Á R.L. (“GT Brazco”) and Gran Tierra Energy Brasil Ltda.
(“GTEB”), and (2) debt owed by GT Finance and GT Brazco to GTEIH. GT Finance, GT Brazco and GTEB hold all of the assets
of the Gran Tierra Energy Brazil business unit.
The foregoing description of the Disposition Agreements does
not purport to be complete and is qualified in its entirety by reference to the full text of the Disposition Agreements, copies
of which are filed as Exhibits 2.1, 2.2, 2.3 and 2.4 hereto and incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 5, 2017, David Hardy, Vice President Legal and General
Counsel of Gran Tierra Energy, informed Gran Tierra Energy Inc. of his intention to retire. Gran Tierra Energy and Mr. Hardy currently
expect that Mr. Hardy will retire effective on or about August 30, 2017.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following Unaudited Condensed Pro Forma Consolidated Financial
Statements are included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference:
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i.
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Condensed Pro Forma Consolidated Balance Sheet (Unaudited) as at
March 31, 2017
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ii.
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Condensed Pro Forma Consolidated Statement of Operations (Unaudited)
For the Three Months Ended March 31, 2017
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iii.
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Condensed Pro Forma Consolidated Statement of Operations (Unaudited)
For the Year Ended December 31, 2016
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iv.
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Notes to the Unaudited Pro Forma Consolidated Financial Statements
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(d) Exhibits.
The following exhibits are being filed with this Current Report
on Form 8-K:
Exhibit
Number
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Description
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2.1
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Share and Loan Purchase Agreement, dated February 5,
2017, by Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg Holdings S. Á. R.L. and Maha Energy
AB*
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2.2
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Amendment #1, dated May 30, 2017, to the Share and
Loan Purchase Agreement dated February 5, 2017 between Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg
Holdings S.Á.R.L. and Maha Energy AB.
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2.3
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Amendment #2, dated June 22, 2017, to the Share and
Loan Purchase Agreement dated February 5, 2017 between Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg
Holdings S.Á.R.L. and Maha Energy AB.
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2.4
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Amendment #3, dated June 26, 2017, to the Share and
Loan Purchase Agreement dated February 5, 2017 between Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg
Holdings S.Á.R.L. and Maha Energy AB.
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99.1
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Unaudited Condensed Pro Forma Consolidated Financial Statements
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* The schedules and/or exhibits to this agreement have been
omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of the omitted schedules and/or exhibits will be furnished
to the Securities and Exchange Commission upon request.
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.
July 6, 2017
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GRAN TIERRA ENERGY INC.
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/s/ Ryan Ellson
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By: Ryan Ellson
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
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Description
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2.1
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Share and Loan Purchase Agreement, dated February 5,
2017, by Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg Holdings S. Á. R.L. and Maha Energy
AB*
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2.2
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Amendment #1, dated May 30, 2017, to the Share and
Loan Purchase Agreement dated February 5, 2017 between Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg
Holdings S.Á.R.L. and Maha Energy AB.
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2.3
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Amendment #2, dated June 22, 2017, to the Share and
Loan Purchase Agreement dated February 5, 2017 between Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg
Holdings S.Á.R.L. and Maha Energy AB.
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2.4
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Amendment #3, dated June 26, 2017, to the Share and Loan Purchase Agreement dated February 5, 2017 between
Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg Holdings 5, S. Á. R.L. and Maha Energy AB.
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99.1
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Unaudited Condensed Pro Forma Consolidated Financial Statements
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* The schedules and/or exhibits to this agreement have been
omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of the omitted schedules and/or exhibits will be furnished
to the Securities and Exchange Commission upon request.
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