Gran Tierra Energy Terminates Agreement, Creates New Obligation

TL;DR

**Gran Tierra Energy just changed its financial game, terminating a key agreement and taking on new debt.**

AI Summary

Gran Tierra Energy Inc. filed an 8-K on February 6, 2024, reporting the termination of a material definitive agreement and the creation of a direct financial obligation. This indicates a significant change in the company's financial structure, potentially impacting its debt levels or operational agreements. Investors should understand that such changes can affect the company's financial health and future profitability, making it crucial to monitor the specifics of the new obligation.

Why It Matters

This filing signals a shift in Gran Tierra Energy's financial commitments, which could influence its liquidity, operational flexibility, and ultimately, its stock valuation.

Risk Assessment

Risk Level: medium — The termination of a material agreement and creation of a new financial obligation introduces uncertainty regarding the company's future financial stability and operational costs.

Analyst Insight

A smart investor would closely monitor Gran Tierra Energy's upcoming financial disclosures for details on the new financial obligation and the implications of the terminated agreement, as these changes could significantly impact future performance.

Key Players & Entities

• GRAN TIERRA ENERGY INC. (company) — the registrant filing the 8-K
• February 6, 2024 (date) — date of the earliest event reported in the 8-K

Forward-Looking Statements

• Gran Tierra Energy Inc. will provide more details on the new financial obligation in its next quarterly report. (GRAN TIERRA ENERGY INC.) — high confidence, target: Q1 2024 Earnings Report
• The termination of the material definitive agreement could lead to a restructuring of some operational aspects. (GRAN TIERRA ENERGY INC.) — medium confidence, target: Next 6 months

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock, par value $0.001 per share GTE NYSE American Toront
• $100,000,000 — e corporation ("Gran Tierra"), issued US$100,000,000 aggregate principal amount of additiona
• $487,590,000 — o which Gran Tierra previously issued US$487,590,000 aggregate principal amount of its 9.500

Filing Documents

• tm244892d1_8k.htm (8-K) — 32KB
• tm244892d1_ex99-1.htm (EX-99.1) — 12KB
• tm244892d1_ex99-2.htm (EX-99.2) — 11KB
• tm244892d1_ex99-3.htm (EX-99.3) — 11KB
• image_001.jpg (GRAPHIC) — 15KB
• tm244892d1_ex99-2img01.jpg (GRAPHIC) — 7KB
• image_003.jpg (GRAPHIC) — 15KB
• 0001104659-24-011164.txt ( ) — 305KB
• gte-20240206.xsd (EX-101.SCH) — 3KB
• gte-20240206_lab.xml (EX-101.LAB) — 33KB
• gte-20240206_pre.xml (EX-101.PRE) — 22KB
• tm244892d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

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 ha

01. Other Information

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture related to the 9.500% Senior Secured Amortizing Notes due 2029, dated as of October 20, 2023, among Gran Tierra Energy Inc., the guarantors named therein, and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on October 24, 2023). 4.2 Form of 9.500% Senior Secured Amortizing Notes due 2029 (included as Exhibit A to Exhibit 4.1). 99.1 Press Release issued by Gran Tierra Energy Inc. dated February 1, 2024. 99.2 Press Release issued by Gran Tierra Energy Inc. dated February 1, 2024. 99.3 Press Release issued by Gran Tierra Energy Inc. dated February 6, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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

View Full Filing

View this 8-K filing on SEC EDGAR