UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2017
Commission
File Number: 001-36298
GeoPark Limited
(Exact name of registrant as specified
in its charter)
Nuestra Señora de los Ángeles
179
Las Condes, Santiago, Chile
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
GEOPARK LIMITED
TABLE OF CONTENTS
ITEM
|
|
1.
|
Press Release dated September 21, 2017 titled “GeoPark Latin America Limited Agencia en Chile Announces Results and Early Settlement of its Tender Offer and Redemption Notice Relating to its 7.50% Senior Secured Notes Due 2020”
|
Item
1
FOR IMMEDIATE DISTRIBUTION
GEOPARK LATIN AMERICA LIMITED AGENCIA
EN CHILE
ANNOUNCES RESULTS AND EARLY SETTLEMENT OF ITS TENDER OFFER AND REDEMPTION NOTICE RELATING
TO ITS
7.50% SENIOR SECURED NOTES DUE 2020
Santiago, Chile – September 21, 2017
– GeoPark Latin America Limited Agencia en Chile (the “Company”) an established branch, under the laws of Chile,
of GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda and wholly owned by GeoPark Limited,
an exempted company incorporated under the laws of Bermuda (“GeoPark”) (NYSE: “GPRK”), today announced
that it accepted for purchase U.S.$284,015,000 aggregate principal amount of its outstanding 7.50% senior secured notes due 2020
(the “2020 Notes”). According to information provided by the information and tender agent, U.S. $284,015,000 aggregate
principal amount of the 2020 Notes were validly tendered and not validly withdrawn at or prior to September 19, 2017, at 5:00 p.m.,
New York City time (the “Early Tender Time”) in response to the Company’s previously announced cash tender offer
(the “Offer”) to purchase any and all of the 2020 Notes, pursuant to the terms of the offer to purchase dated September
6, 2017.
The Company paid the total consideration due for the tendered
and accepted 2020 Notes using funds it received from GeoPark, in connection with the settlement of GeoPark’s previously announced
offering of US$425,000,000 aggregate principal amount of 6.500% senior secured notes due 2024 (the “2024 Notes”). The
total consideration was U.S.$1,041.25 per U.S.$1,000 principal amount of 2020 Notes, which included an early tender payment of
U.S.$30 per U.S.$1,000 principal amount of 2020 Notes for holders who tendered their notes by 5:00 P.M. ET on September 19, 2017,
plus accrued and unpaid interest to, but not including, September 21, 2017 for all 2020 Notes accepted for purchase at the Early
Tender Time.
In addition, on September 21, 2017 the Company issued a notice
of redemption (the “Notice of Redemption”) to announce that pursuant to the terms of the indenture governing the 2020
Notes, it will redeem any 2020 Notes that have not been tendered to the Company and accepted by the Company for payment and which
remain outstanding on October 21, 2017 (the “Redemption Date”). The Company will redeem such 2020 Notes at a price
of 103.750% of the aggregate principal amount outstanding, plus accrued and unpaid interest, if any, from August 11, 2017, to but
not including the Redemption Date (the “Redemption Price”).
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities,
nor will there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. The 2024 Notes have not
been registered under the Securities Act, or any applicable state securities laws, and will be offered only to qualified institutional
buyers pursuant to Rule 144A promulgated under the Securities Act and outside the United States to non-U.S. persons in accordance
with Regulation S under the Securities Act. Unless so registered, the 2024 Notes may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release is not an
offer to purchase or a solicitation of an offer to purchase with respect to any
2020
Notes or any other securities, and does not constitute a notice of redemption of the 2020 Notes.
For further information,
please contact:
INVESTORS:
|
|
Stacy Steimel – Shareholder Value Director
|
ssteimel@geo-park.com
|
Santiago, Chile
T: +56 (2) 2242-9600
|
|
|
|
Dolores Santamarina – Investor Manager
Buenos Aires, Argentina
T: +54 (11) 4312-9400
|
dsantamarina@geo-park.com
|
Jared Levy – Sard Verbinnen & Co
|
jlevy@sardverb.com
|
New York, USA
T: +1 (212) 687-8080
|
|
|
|
Kelsey Markovich – Sard Verbinnen & Co
New York, USA
T: +1 (212) 687-8080
|
kmarkovich@sardverb.com
|
*****
ABOUT GEOPARK
AND GEOPARK LA AGENCIA
The Company is an established branch, under
the laws of Chile, of GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda, which is wholly
owned by GeoPark Limited, an exempted company incorporated under the laws of Bermuda.
GeoPark is a leading independent oil and
natural gas exploration and production company with operations in Latin America and a proven track record of growth in production
and reserves since 2006. GeoPark operates in Colombia, Chile, Brazil, Peru and Argentina.
CAUTIONARY
STATEMENT ON FORWARD-LOOKING STATEMENTS
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are preceded
by words such as “believes,” “expects,” “may,” “anticipates,” “plans,”
“intends,” “assumes,” “will” or similar expressions. The forward-looking statements contained
herein include statements about the Company’s Notes offering and its intended use of proceeds therefrom. These expectations
may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In
addition, GeoPark’s business and operations involve numerous risks and uncertainties, many of which are beyond the control
of GeoPark, which could result in GeoPark’s expectations not being realized or otherwise materially affect the financial
condition, results of operations and cash flows of GeoPark. Some of the factors that could cause future results to materially differ
from recent results or those projected in forward-looking statements are described in GeoPark’s filings with the United States
Securities and Exchange Commission.
The forward-looking statements are made
only as of the date hereof, and GeoPark does not undertake any obligation to (and expressly disclaims any obligation to) update
any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence
of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results
from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results,
events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results
may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.
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, thereunto duly
authorized.
|
|
GeoPark Limited
|
|
|
|
|
|
|
By:
|
/s/ Andrés Ocampo
|
|
|
|
|
Name:
|
Andrés Ocampo
|
|
|
|
|
Title:
|
Chief FinancialOfficer
|
Date: September 21, 2017
GeoPark (NYSE:GPRK)
Historical Stock Chart
From Apr 2024 to May 2024
GeoPark (NYSE:GPRK)
Historical Stock Chart
From May 2023 to May 2024