Gran Tierra Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth below in Item 2.03 is incorporated by reference into this Item 1.01.
| Item 2.03. | Creation of a Direct Financial Obligation. |
On April 16, 2025 (the “Closing Date”), Gran Tierra Energy Inc. (the “Company” or “we”) entered into the Credit and Guaranty Agreement (as amended, supplemented or otherwise modified, the “Credit Agreement”) among Gran Tierra Energy Colombia GmbH, a limited liability company organized under the laws of Switzerland, as borrower (the “Borrower”), the Company, as a guarantor, certain of the Company’s indirect subsidiaries, as additional guarantors (such subsidiaries, together with the Company, the “Guarantors”), each of the lenders that is a signatory thereto, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent, and JPMorgan Chase Bank, N.A., as calculation agent. The Credit Agreement provides for a revolving credit facility up to the then effective Borrowing Base (as defined in the Credit Agreement), which was equal to $75 million as of the Closing Date.
Loans under the Credit Agreement mature on April 16, 2028, are available to the Borrower for general corporate purposes, including working capital, are guaranteed by the Guarantors, and are secured by substantially all assets of the Borrower and certain of the Guarantors (not including the Company) (the Borrower and such Guarantors, collectively, the “Grantors”) located in Colombia, certain collateral accounts, certain marketing agreements, certain exploration and production agreements and certain operation and maintenance agreements and certain other assets of the Grantors, subject to permitted liens.
The Borrowing Base will be redetermined by the calculation agent at least annually based on reserve evaluation reports and related documentation provided by the Borrower, beginning in 2026. The outstanding borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Borrower’s option, either (a) a customary base rate (subject to a floor of 1.00%) plus an applicable margin of 4.50% or (b) a term SOFR reference rate plus an applicable margin of 4.50%. Interest on base rate borrowings is payable quarterly in arrears and interest on term SOFR borrowings accrues in respect of interest periods of three or six months, at the election of the Borrower, and is payable on the last day of such interest period.
We are subject to certain covenants under the terms of the Credit Agreement which include, but are not limited to, the maintenance of the following financial covenants: (1) a consolidated net debt to consolidated adjusted EBITDA ratio that may not exceed 3.00 to 1.00, tested as of the last day of each fiscal quarter, and (2) a consolidated interest coverage ratio that may not be less than 2.50 to 1.00, tested as of the last day of each fiscal quarter. The Credit Agreement also places restrictions on the Borrower, the Guarantors (not including the Company) and their subsidiaries with respect to additional indebtedness, liens, dividends and other payments to shareholders, investments, acquisitions, mergers, asset dispositions, transactions with affiliates, hedging transactions, payment on other debt and other matters. The Credit Agreement is subject to customary events of default, including a Change in Control (as defined in the Credit Agreement).
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Credit and Guaranty Agreement, dated as of April 16, 2025, by and among Gran Tierra Energy Colombia GmbH, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, and JPMorgan Chase Bank, N.A., as calculation agent. | |
| 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.
| Dated: April 17, 2025 | GRAN TIERRA ENERGY INC. |
| /s/ Ryan Ellson | |
| By: Ryan Ellson | |
| Executive Vice President and Chief Financial Officer |