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
UNITED STATES
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THE SECURITIES EXCHANGE ACT OF 1934
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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 or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 2, 2026, Gran Tierra Energy Inc., a Delaware corporation (the “Company”), issued US$11,717,000 aggregate principal amount of additional 9.750% Senior Secured Amortizing Notes due 2031 (the “Additional Notes”), in exchange for US$11,717,000 aggregate principal amount of the Company’s 9.500% Senior Secured Amortizing Notes due 2029 (the “Existing Notes”). The Additional Notes constitute a further issuance of, form a single series with, have identical terms to (other than the initial offering price and the issue date) the US$491,853,000 aggregate principal amount outstanding of the Company’s 9.750% Senior Secured Amortizing Notes due 2031, issued on February 18, 2026 (the “Original Notes” and, together with the Additional Notes, the “Notes”). Upon completion of the exchange offer, the total aggregate principal amount of Notes outstanding is US$503,570,000.
The Additional Notes were issued to holders of Existing Notes reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2), and outside of the United States, to holders of Existing Notes who are not U.S. persons and who are not acquiring the Additional Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act, and pursuant to certain prospectus exemptions in Canada. The issuance of the Additional Notes closed on March 2, 2026.
The Additional Notes were issued pursuant to an indenture, dated as of February 18, 2026 (the “Original Indenture”), among the Company, certain of its subsidiaries as guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of March 2, 2026 (the “First Supplemental Indenture” and, the Original Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”), among the Company, certain of its subsidiaries as guarantors party thereto, and the Trustee. 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 Additional Notes bear interest at a rate of 9.750% per year, accruing from March 2, 2026, and payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Notes mature on April 15, 2031, unless earlier redeemed or repurchased. Subject to adjustment for required minimum denominations, the principal amount of the Notes will be amortized over three installments: (i) 15.0% of the original principal amount of the Notes on October 15, 2029; (ii) 15.0% of the original principal amount of the Notes on October 15, 2030; and (iii) the remaining principal amount of the Notes then outstanding on the maturity date.
The Company may redeem the Notes (i) at any time prior to April 15, 2028, in whole or in part, at a price equal to the principal amount of the Notes being redeemed plus a “make-whole” premium, together with any accrued and unpaid interest to, but excluding the date of redemption, (ii) on or after April 15, 2028, at its option, all or any portion of the Notes for cash at the redemption prices specified in the Indenture, together with any accrued and unpaid interest to the date of redemption, or (iii) on or before April 15, 2028, up to 35% of the aggregate principal amount of the Notes, in an amount not greater than the net cash proceeds from certain equity offerings. No sinking fund is provided for the Notes.
The Indenture contains covenants that, among other things, restrict the Company’s ability and the ability of its subsidiaries to: incur additional indebtedness; incur liens; make restricted payments; pay dividends or make distributions in respect of capital stock; consummate asset sales; enter into sale and lease-back transactions; enter into certain transactions with affiliates; or consolidate, merge or sell all or substantially all of their assets. These restrictions, however, are subject to a number of important exceptions and qualifications.
If the Company undergoes a change of control, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a change of control repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the change of control repurchase date.
The foregoing description of the Indenture and the Additional 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 Additional Note, copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
| 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: March 6, 2026 | GRAN TIERRA ENERGY INC. | ||
| By: | /s/ Ryan Ellson | ||
| Name: | Ryan Ellson | ||
| Title: | Executive Vice President and Chief Financial Officer | ||