GRAN TIERRA ENERGY INC. (TSE:GTE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
The Notes are governed by an indenture (the “Indenture”), dated as of May 23, 2019, among Gran Tierra, the Guarantors and U.S. Bank National Association, as trustee.
The Notes bear interest at a rate of 7.750% per year, payable semi-annually in arrears on each of May 23 and November 23 of each year, beginning on November 23, 2019. The Notes mature on May 23, 2027, unless earlier redeemed or repurchased. Gran Tierra may redeem the Notes (i) at any time prior to May 23, 2023, 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 May 23, 2023, 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 May 23, 2022, 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.
If Gran Tierra undergoes a change of control, holders of the Notes may require Gran Tierra 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 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 attached hereto as Exhibit 4.1 and 4.2, respectively, and incorporated in this Item 1.01 by reference.
The information regarding the Indenture and the Notes set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
On May 20, 2019, Gran Tierra issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the pricing of the Offering
On May 23, 2019, Gran Tierra issued a press release, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference, announcing the closing of the Offering.
These announcements shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes will not be registered under the Securities Act of 1933 or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act of 1933 and applicable state securities laws.