Gran Tierra Energy Inc. Announces Offer To Purchase All Of Its Issued And Outstanding 5.00% Convertible Senior Notes Due 2021

 
TIDMGTE 
 
   CALGARY, Alberta, June 04, 2019 (GLOBE NEWSWIRE) -- Gran Tierra Energy 
Inc. ("Gran Tierra" or the "Company") (NYSE American: 
GTE)(TSX:GTE)(LSE:GTE) today announces that its board of directors (the 
"Board") has approved an issuer bid (the "Offer") pursuant to which the 
Company will offer to purchase for cancellation all of the issued and 
outstanding 5.00% Convertible Senior Notes due 2021 (being US$115 
million aggregate principal amount) of Gran Tierra (the "Convertible 
Notes"). 
 
   The purchase price under the Offer is US$1,075 in cash per US$1,000 
principal amount of Convertible Notes.  Holders of Convertible Notes 
(each, a "Noteholder") who deposit and do not withdraw their Convertible 
Notes under the Offer will receive a cash payment in respect of all 
accrued and unpaid interest outstanding on such Convertible Notes up to, 
but excluding, the date on which such Convertible Notes are taken up by 
the Company pursuant to the Offer. 
 
   Certain institutional Noteholders have agreed, pursuant to lock-up 
agreements with the Company, to deposit an aggregate of approximately 
US$61.2 million principal amount of Convertible Notes held by them to 
the Offer. 
 
   The Company will fund any purchases of Convertible Notes pursuant to the 
Offer from available cash on hand.  Management of the Company believes 
that repurchases of the Convertible Notes will create value for the 
Company's stockholders by reducing the Company's cash interest payments, 
de-levering its balance sheet, improving its debt maturity profile and 
eliminating potential dilution should the Convertible Notes be converted 
to shares of common stock of the Company. 
 
   The Offer is not conditional upon any minimum number of Convertible 
Notes being deposited, but is subject to various other conditions as 
detailed in the formal offer to purchase, the issuer bid circular and 
the related letter of transmittal (collectively, the "Offer Documents"), 
containing the terms and conditions of the Offer and instructions for 
depositing such Convertible Notes.  The Offer Documents will be mailed 
to registered Noteholders on June 5, 2019 and will be filed with the 
applicable securities regulators and available on SEDAR at www.sedar.com 
and on EDGAR at www.sec.gov. 
 
   Eight Capital was engaged by the Board as the independent valuator to 
prepare a formal valuation of the Convertible Notes in accordance with 
applicable Canadian securities laws (the "Valuation").  The Valuation 
contains Eight Capital's opinion that, based on the scope of its review 
and subject to the assumptions, qualifications and limitations provided 
therein, as of May 24, 2019, the fair market value of the Convertible 
Notes falls within the range of US$1,032 to US$1,080 per US$1,000 
principal amount of Convertible Notes.  A copy of the Valuation will be 
attached to the Offer Documents. 
 
   The Offer will commence on June 6, 2019 and expire at 2:00 p.m. (Calgary 
time) on July 12, 2019, unless extended, varied or withdrawn by the 
Company (such time and date, the "Expiration Date"). 
 
   In accordance with applicable securities laws, the Company has suspended 
purchases of its shares of common stock pursuant to its current normal 
course issuer bid commenced on March 13, 2019 until after the Expiration 
Date or the date of termination of the Offer. 
 
   Gran Tierra has retained Computershare Investor Services Inc. 
("Computershare") to act as depositary in connection with the Offer. 
Noteholders who have questions with respect to the Offer, or require any 
assistance with respect to the Offer, including how to deposit 
Convertible Notes pursuant to the Offer, may contact Computershare by 
telephone at 1-800-564-6253 (toll-free in North America) or at 
1-514-982-7555 (collect call outside North America) or by email at 
[e-mail] 
https://www.globenewswire.com/Tracker?data=sSxNDSHnXmfNMnEKAQZlkkzkV17Qhcx2ng8225N-Og84Hk9IuJF1CuQ95NmxGSZPEi2BzVW3NpZ-Z8tbZltJWSeq6Y0qDA-Ix1fuXfKpqKbYC520_79n_m-YK-Uu2WMwOnSQeoghjW_6Bj6tMFsVfA== 
. 
 
   None of Gran Tierra, its directors or Computershare or any of their 
respective affiliates, makes any recommendation to any Noteholder as to 
whether to deposit or refrain from depositing all or any portion of 
their Convertible Notes under the Offer. Noteholders must make their own 
decisions as to whether to deposit or refrain from depositing their 
Convertible Notes, and, if deposited, the amount of their Convertible 
Notes to deposit thereunder. Noteholders are strongly urged to review 
and evaluate carefully all information in the Offer Documents, to 
consult their own financial, tax and legal advisors, and to make their 
own decisions as to whether to deposit Convertible Notes pursuant to the 
Offer and, if deposited, what principal amount of Convertible Notes to 
deposit. Noteholders should carefully consider the income tax 
consequences of accepting the Offer and depositing Convertible Notes 
pursuant to the Offer. 
 
   About Gran Tierra Energy Inc. 
 
   Gran Tierra Energy Inc., together with its subsidiaries, is an 
independent international energy company focused on oil and natural gas 
exploration and production in Colombia and Ecuador. The Company is 
focused on its existing portfolio of assets in Colombia and Ecuador and 
will pursue new growth opportunities throughout Colombia and Ecuador, 
leveraging its financial strength. The Company's shares of common stock 
trade on the NYSE American, the Toronto Stock Exchange and the London 
Stock Exchange under the ticker symbol GTE. Additional information 
concerning Gran Tierra is available at www.grantierra.com. Information 
on the Company's website does not constitute a part of this press 
release. Investor inquiries may be directed to [e-mail] or 
1-403-265-3221. 
 
   Gran Tierra's filings with the U.S. Securities and Exchange Commission 
(the "SEC") are available on the SEC website at www.sec.gov and on SEDAR 
at www.sedar.com and UK regulatory filings are available on the National 
Storage Mechanism website at www.morningstar.co.uk/uk/nsm. 
 
   Forward-Looking Statements and Advisories 
 
   This press release contains statements about future events that 
constitute forward-looking statements within the meaning of the United 
States Private Securities Litigation Reform Act of 1995, Section 27A of 
the Securities Act of 1933, as amended, and Section 21E of the 
Securities Exchange Act of 1934, as amended, and forward looking 
information within the meaning of applicable Canadian securities laws 
(collectively, "forward-looking statements"). Such forward-looking 
statements include, but are not limited to, the expiration of the Offer, 
the timing of the take up and payment for Convertible Notes deposited 
pursuant to the Offer and the Company's expectation regarding value to 
stockholders as a result of the Offer. 
 
   The forward-looking statements contained in this news release are 
subject to risks, uncertainties and other factors that could cause 
actual results or outcomes to differ materially from those contemplated 
by the forward-looking statements, including, among others: unexpected 
changes in general market and economic conditions. Accordingly, readers 
should not place undue reliance on the forward-looking statements 
contained herein. Further information on potential factors that could 
affect Gran Tierra are included in risks detailed from time to time in 
Gran Tierra's reports filed with the SEC, including, without limitation, 
under the caption "Risk Factors" in Gran Tierra's Annual Report on Form 
10-K filed February 27, 2019 and its subsequent Quarterly Reports on 
Form 10-Q. These filings are available on a website maintained by the 
SEC at www.sec.gov and on SEDAR at www.sedar.com. 
 
   All forward-looking statements are made as of the date of this press 
release and the fact that this press release remains available does not 
constitute a representation by Gran Tierra that Gran Tierra believes 
these forward-looking statements continue to be true as of any 
subsequent date. Actual results may vary materially from the expected 
results expressed in forward-looking statements. Gran Tierra disclaims 
any intention or obligation to update or revise any forward-looking 
statements, whether as a result of new information, future events or 
otherwise, except as expressly required by applicable securities laws. 
Gran Tierra's forward-looking statements are expressly qualified in 
their entirety by this cautionary statement. 
 
   Important Additional Information and Where to Find It 
 
   This communication does not constitute an offer to sell or the 
solicitation of an offer to buy any securities.  In connection with the 
proposed Offer, the Company will file with the SEC a Tender Offer 
Statement under Section 13(e)(1) of the Securities Exchange Act of 1934, 
as amended (the "Tender Offer Statement") and the related Offer 
Documents on Schedule TO.  This communication is not intended to be, and 
is not, a substitute for such filings or any other document that the 
Company may file with the SEC in connection with the Offer.  Noteholders 
are urged to read the Tender Offer Statement and its exhibits regarding 
the proposed Offer when it becomes available, because it will contain 
important information that you should consider before making any 
decision regarding the Offer.  You may obtain a free copy of the Tender 
Offer Statement and its exhibits and other related documents filed by 
the Company with the SEC at the SEC's website at www.sec.gov, or from 
the Company's website at www.grantierra.com, or from Computershare by 
telephone at 1-800-564-6253 (toll free in North America) or at 
1-514-982-7555 (collect call outside North America) or by email at 
[e-mail] 
https://www.globenewswire.com/Tracker?data=sSxNDSHnXmfNMnEKAQZlkkzkV17Qhcx2ng8225N-Og_pSVNmdClGAQ9kl8peCzTLXyabm47Sp3KzO6zMA344JwzZ9UOXoUBd_W11NBjvvSuqfQvimGsrWMzmiFRQxDDC0FNMV3B-RNVBMynuDuqxVg== 
. 
 
   Contact Information: 
 
   For investor and media inquiries please contact: 
 
   Gary Guidry 
 

   Chief Executive Officer 
 
   403-767-6500 
 
   Ryan Ellson 
 
   Chief Financial Officer 
 
   403-767-6501 
 
   Rodger Trimble 
 
   Vice President, Investor Relations 
 
   403-698-7941 
 
   [e-mail] 
 
 
 
 

(END) Dow Jones Newswires

June 04, 2019 18:29 ET (22:29 GMT)

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