UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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 1.01. | Entry into a Material Definitive Agreement. |
The information described below under “Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.” is hereby incorporated by reference into this Item 1.01.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On September 19, 2023, Gran Tierra Energy Inc., a Delaware corporation (the “Company”), as guarantor, Gran Tierra Energy Colombia GmbH (formerly known as Gran Tierra Energy Colombia LLC), a limited liability company incorporated under the laws of Switzerland (“GTEC”), and Gran Tierra Operations Colombia GmbH (formerly known as Gran Tierra Colombia Inc.), a limited liability company incorporated under the laws of Switzerland (“GTOC”), as borrowers, and Trafigura PTE Ltd.(“Trafigura”), as a lender, entered into a second amended and restated facility agreement (the “Amendment”) to their existing facility agreement, dated as of August 18, 2022, as amended and restated on February 20, 2023 (as amended by the Amendment, the “Amended Credit Facility”), to, among other things, adjust the initial commitment of US$100 million to US$50 million (maintaining the potential option of up to an additional US$50 million, subject to approval by the lender), and extend the availability period until December 31, 2023.
The amended Credit Facility continues to be secured by the same collateral, bear the same interest rate and commitment fee, and be subject to the same repayment through crude oil payment offsets as in effect prior to the Amendment. As of September 19, 2023, no amounts have been drawn under the Amended Credit Facility. The Company expects to draw up to US$50 million under the Amended Credit Facility to finance a portion of the cash consideration for the exchange of the 2025 Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and to fund the remainder of the cash consideration with cash on hand, pursuant to the terms of the Exchange Offer (as described in Item 8.01 below).
This description of the Amended Credit Facility is qualified in its entirety by reference to the complete terms and conditions of the Amended Credit Facility, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
| Item 8.01. | Other Events. |
Exchange Offers and Consent Solicitations
On September 19, 2023, the Company commenced private offers to all Eligible Holders (as defined in the press release) to exchange (the “Exchange Offers”) any and all outstanding 6.250% Senior Notes due 2025 (the “2025 Notes”) issued by the Gran Tierra Energy International Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect, wholly-owned subsidiary of the Company (“GTEIH”), and the 7.750% Senior Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Existing Notes”) issued by the Company, for newly issued 9.500% Senior Secured Amortizing Notes due 2029 (the “New Notes”) to be issued by the Company, pursuant to the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement, dated September 19, 2023 (the “Exchange Offer Memorandum”).
In conjunction 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, among other things, eliminate from the indenture dated as of February 15, 2018, between GTEIH, as issuer, the Company and certain subsidiaries of the Company, as guarantors, and U.S. Bank National Association, as trustee (the “Trustee”), under which the 2025 Notes were issued (the “2025 Existing Indenture”), substantially all of the restrictive covenants and events of default and related provisions under 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, among other things, eliminate from the indenture dated as of May 23, 2019, between the Company, as issuer, certain subsidiaries of the Company, as guarantors, and the Trustee, under which the 2027 Notes were issued (the “2027 Existing Indenture”), substantially all of the restrictive covenants and events of default and related provisions under the 2027 Existing Indenture.
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) receipt of valid tenders of the each series of Existing Notes and related Consents (not validly withdrawn) prior to the Expiration Deadline (as defined below) representing not less than 50% of the aggregate principal amount outstanding of each series Existing Notes; and (iii) certain other customary conditions.
The Exchange Offers and the Solicitations will expire at 5:00 p.m., New York City time, on October 18, 2023, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the “Expiration Deadline”). However, Eligible Holders who validly tender and do not validly withdraw their Existing Notes at or prior to 5:00 p.m., New York City time, on October 2, 2023 (as the same may be extended or earlier terminated, the “Early Participation Deadline”), will be eligible to receive greater consideration for their Existing Notes than will be available for tenders made after the Early Participation Deadline but at or prior to the Expiration Deadline, all as more fully described in the attached press release and in the Exchange Offer Memorandum.
The Exchange Offers and the Solicitations are being made solely pursuant to the conditions set forth in the Exchange Offer Memorandum in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”), and are subject to certain conditions set forth in the Exchange Offer Memorandum, although the Company may waive any such conditions at any time.
Investors should carefully review the attached press release for further details regarding the Exchange Offers and the Solicitations. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
This announcement does not constitute an offer to (i) 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 or (ii) 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 Exchange Offers and the Solicitations are being made solely pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
Cautionary Statement Regarding Forward-Looking Statements
The statements other than statements of historical facts included in this Current Report on Form 8-K are “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 law, including, but not limited to, the form and results of the Exchange Offers and the Solicitations. 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 those described in te Company’s filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. Therefore, actual outcomes and results could materially differ from what is expressed or implied in such statements.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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Exhibit Number |
Description |
| 99.1 | Press Release of Gran Tierra Energy Inc. issued on September 19, 2023. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| Date: September 19, 2023 | GRAN TIERRA ENERGY INC. | |||
| By: | /s/ Ryan Ellson | |||
| Name: | Ryan Ellson | |||
| Title: | Executive Vice President and Chief Financial Officer | |||