Gran Tierra Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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| 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 September 18, 2024, in connection with a previously announced offering, Gran Tierra Energy Inc., a Delaware corporation (“Gran Tierra”), issued US$150,000,000 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 finance the cash portion of the consideration payable for the shares under the terms of the proposed acquisition of the entire issued and to be issued share capital of i3 Energy plc, a public limited company organized under the laws of England and Wales, 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$587,590,000 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 date and 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 September 12, 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 September 13, 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 September 18, 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.
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 18, 2024 |
GRAN TIERRA ENERGY INC. | ||
| By: | /s/ Gary S. Guidry | ||
| Name: | Gary S. Guidry | ||
| Title: | President and Chief Executive Officer | ||