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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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 contained in Item 2.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On February 6, 2024, in connection with a previously announced offering, Gran Tierra Energy Inc., a Delaware corporation (“Gran Tierra”), issued US$100,000,000 aggregate principal amount of additional 9.500% Senior Secured Amortizing Notes due 2029 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act, and pursuant to certain prospectus exemptions in Canada.
Gran Tierra intends to use the net proceeds from the Offering to repay the outstanding amounts borrowed under its existing credit facility (after which the credit facility will be terminated), and any remaining net proceeds from the offering for general corporate purposes, which may include additional capital to appraise and develop exploration discoveries, repayment of other indebtedness, working capital and/or acquisitions.
The Notes were issued pursuant to an indenture (the “Indenture”), dated October 20, 2023, among Gran Tierra, certain of its subsidiaries of Gran Tierra party thereto and U.S. Bank Trust Company, National Association, as trustee, pursuant to which Gran Tierra previously issued US$487,590,000 aggregate principal amount of its 9.500% Senior Secured Amortizing Notes due 2029 (the “Original Notes”). The Notes are guaranteed on a senior basis by the subsidiary guarantors party to the Indenture, and secured by a first lien priority interest in the capital stock of certain subsidiary guarantors. The Notes have the same terms and provisions as the Original Notes, except for the issue price, and will form the same series as the Original Notes, including with respect to interest payments.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of Note, copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
| Item 8.01. | Other Information. |
On February 1, 2024, Gran Tierra issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the launch of the Offering.
On February 1, 2024, Gran Tierra issued a press release, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference, announcing the pricing of the Offering.
On February 6, 2024, Gran Tierra issued a press release, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference, announcing the closing of the Offering.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
1
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: February 6, 2024
| GRAN TIERRA ENERGY INC. | ||
| By: | /s/ Gary S. Guidry | |
| Name: Gary S. Guidry | ||
| Title: President and Chief Executive Officer | ||