Gran Tierra Energy Enters Material Definitive Agreement

Ticker: GTE · Form: 8-K · Filed: Aug 20, 2024 · CIK: 1273441

Gran Tierra Energy Inc. 8-K Filing Summary
FieldDetail
CompanyGran Tierra Energy Inc. (GTE)
Form Type8-K
Filed DateAug 20, 2024
Risk Levelmedium
Pages11
Reading Time13 min
Key Dollar Amounts$0.001, $8.66
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, financial-obligation

TL;DR

Gran Tierra Energy just signed a big deal, expect financial moves.

AI Summary

Gran Tierra Energy Inc. entered into a material definitive agreement on August 19, 2024, related to a direct financial obligation. The company, incorporated in Delaware, filed this 8-K report on August 20, 2024, detailing the agreement and its implications.

Why It Matters

This filing indicates a significant financial commitment or obligation for Gran Tierra Energy, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

  • Gran Tierra Energy Inc. (company) — Registrant
  • August 19, 2024 (date) — Date of earliest event reported
  • August 20, 2024 (date) — Filing date
  • Delaware (location) — State of Incorporation

FAQ

What type of material definitive agreement did Gran Tierra Energy Inc. enter into?

The filing indicates the entry into a material definitive agreement that constitutes the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

On what date was the earliest event reported in this 8-K filing?

The earliest event reported was on August 19, 2024.

When was this 8-K filing submitted to the SEC?

This 8-K filing was submitted on August 20, 2024.

What is Gran Tierra Energy Inc.'s state of incorporation?

Gran Tierra Energy Inc. is incorporated in Delaware.

What is the SIC code for Gran Tierra Energy Inc.?

The Standard Industrial Classification (SIC) code for Gran Tierra Energy Inc. is 1311, which corresponds to Crude Petroleum & Natural Gas.

Filing Stats: 3,337 words · 13 min read · ~11 pages · Grade level 14.9 · Accepted 2024-08-20 06:04:00

Key Financial Figures

  • $0.001 — h registered Common Stock, par value $0.001 per share GTE NYSE American Toront
  • $8.66 — the NYSE American on August 16, 2024 (US$8.66 per share), the Acquisition implies a v

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. On August 19, 2024, Gran Tierra Energy Inc., a Delaware corporation ("Gran Tierra" or the "Company") and i3 Energy plc, a public limited company organized under the laws of England and Wales ("i3 Energy"), reached agreement on the terms of a recommended and final cash and share offer by Gran Tierra for i3 Energy pursuant to which Gran Tierra will acquire the entire issued and to be issued share capital of i3 Energy (the "Acquisition"). The terms and conditions of the Acquisition are set forth in an announcement (the "Rule 2.7 Announcement") issued on August 19, 2024, pursuant to Rule 2.7 of the United Kingdom also entered into a Co-operation Agreement, dated as of August 19, 2024, to govern the parties' obligations in respect of the implementation of the Acquisition (the "Co-operation Agreement"), and (ii) Gran Tierra, as borrower, and Trafigura PTE Ltd. ("Trafigura"), as lender, entered into a term loan facility agreement, dated as of August 19, 2024 (the "Facility Agreement"). Rule 2.7 Announcement On August 19, 2024, Gran Tierra issued the Rule 2.7 Announcement disclosing that the board of directors of Gran Tierra and the board of directors of i3 Energy (the "i3 Energy Board") reached an agreement on the terms of the Acquisition. The Acquisition is intended to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement"). Under the terms of the Acquisition, each i3 Energy shareholder will be entitled to receive (i) one ordinary share of common stock of the Company, par value US$ 0.001 per share (the "New Gran Tierra Share"), for every 207 ordinary shares in the share capital of i3 Energy, par value 0.0001 per share (the "i3 Energy Share") and (ii) 10.43 pence cash per i3 Energy Share (collectively, the "Consideration

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The descriptions of the Loan Facility set forth in Item 1.01 above are incorporated into this Item 2.03 by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 19, 2024, the Company posted to its corporate website an investor presentation related to the Acquisition, which is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Rule 2.7 Announcement 2.2 Co-operation Agreement* 10.1 Form of Deed of Irrevocable Undertaking* 99.1 Investor Presentation 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Certain schedules or appendices to this agreement or form have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or appendix will be furnished supplementally to the SEC upon request.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K (including information incorporated herein by reference) contains certain "forward-looking statements." These statements are based on the current expectations of the management of Gran Tierra and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements include statements relating to the expected effects of the Acquisition on the combined company, the expected timing and scope of the Acquisition, and other statements other than historical facts. Forward-looking statements include statements typically containing words such as "will," "may," "should," "believe," "intends," "expects," "anticipates," "targets," "estimates," and words of similar import and including statements relating to the Acquisition, future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, business and management strategies, and the expansion and growth of the operations of the combined company. Although Gran Tierra believes that the expectations reflected in such forward-looking statements are reasonable, Gran Tierra can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the possibility that the Acquisition will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the Acquisition (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in p

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