TIDMGTE
CALGARY, Alberta, June 07, 2022 (GLOBE NEWSWIRE) -- Gran Tierra
Energy Inc. ("Gran Tierra" or the "Company") (NYSE American:GTE)
(TSX:GTE) (LSE:GTE) today announced the early participation results
of its previously announced 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) (as amended or supplemented prior to the date
hereof, 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.
Principal
Principal Amount Amount Percentage of the Principal
Existing Notes CUSIP/ISIN Numbers Outstanding Tendered Amount Outstanding
-------------- ----------------------------- ----------------- --------------- ---------------------------
6.25% Senior
Notes due 38502HAA3 / G4066TAA0 US$110,705,0
2025 US38502HAA32 / USG4066TAA00 US$300,000,000 00 36.90%
7.750% Senior
Notes due 38502JAA9 / U37016AA7 US$122,384,0
2027 US38502JAA97 / USU37016AA70 US$300,000,000 00 40.79%
As of 5:00 p.m., New York City time, on June 7, 2022 (the "Early
Participation Deadline"), (i) US$110,705,000 aggregate principal
amount outstanding of the 2025 Notes, representing approximately
36.90% of the total principal amount outstanding of the 2025 Notes,
and (ii) US$122,384,000 aggregate principal amount outstanding of
the 2027 Notes, representing approximately 40.79% of the total
principal amount outstanding of the 2027 Notes, had been validly
tendered for exchange and not validly withdrawn, as confirmed by
the Information Agent for the Exchange Offers.
The "Withdrawal Deadline" has not been extended and expired at
5:00 p.m., New York City time, on June 7, 2022. Accordingly,
holders may no longer withdraw Existing Notes tendered in the
Exchange Offers, except in certain limited circumstances as set
forth in the Exchange Offer Memorandum. Except as modified by the
terms of this press release, all other terms and conditions of the
Exchange Offers and the Solicitations of Consents, as previously
announced and described in the Exchange Offer Memorandum, remain
unchanged.
The Exchange Offers and the Solicitations of Consents will
expire at 11:59 p.m., New York City time, on June 22, 2022 (the
"Expiration Deadline"), unless extended or earlier terminated by
the Company, in its sole discretion. The Company currently expects
the settlement of the Exchange Offers and the Solicitations of
Consents to be on June 24, 2022 (the "Settlement Date"), which is
the second business day after the Expiration Deadline.
Eligible Holders who validly tendered Existing Notes and
delivered Consents, and did not validly revoke such tenders and
Consents, on or prior to the Early Participation Deadline and whose
Existing Notes are accepted for exchange by the Company will
receive on the Settlement Date 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").
In order to give Eligible Holders additional time to participate
in the Exchange Offer and receive the Total Consideration, the
Company also announced today the extension of the Early
Participation Deadline to 11:59 p.m., New York City time, on June
22, 2022. Accordingly, 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 the Expiration Deadline and whose Existing Notes are
accepted for exchange by the Company will also receive on the
Settlement Date the Total 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.
As previously announced, 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.
The Company's 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
the Company of the Exchange Offers, (ii) with respect to the 2025
Notes, the receipt of 2025 Notes validly tendered 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 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.
The Company will not receive any cash proceeds from the issuance
of the New Notes in the Exchange Offers and the Solicitations.
Existing Notes tendered 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 being made, and the New Notes are being
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 are being
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
June 07, 2022 21:55 ET (01:55 GMT)
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