GeoPark Limited Announces Commencement of Consent Solicitation with Respect to Its 8.750% Senior Notes Due 2030

GeoPark seeks bondholder approval to broaden its Permitted Holders definition as Grupo Gilinski’s ownership in the company is expected to increase.

Rhea-AI Summary

GeoPark (GPRK) has launched a consent solicitation for holders of its 8.750% Senior Notes due 2030 to approve an amendment to the Indenture's “Permitted Holders” definition, adding Jaime Gilinski Bacal and related persons and affiliates. This follows Grupo Gilinski’s recent purchase of about 28% of GeoPark’s common shares and a pending share-for-interest transaction that is expected to raise its stake to about 56.3% on completion. Under the Indenture, if a Change of Control occurs, GeoPark must offer to purchase all outstanding Notes, but a transaction resulting in a Permitted Holder owning over 50% generally does not trigger this. The solicitation runs until 5:00 p.m. New York City time on September 23, 2026, requires majority consents by principal amount, and offers a cash fee of $2.50 per $1,000 principal to eligible holders who validly consent before expiration.

Positive

• None.

Negative

• Consent fee obligation $2.50 per $1,000 principal for valid consents, payable if conditions and Requisite Consents are met

Market Context

On September 2, GeoPark’s strategic-entry announcement was followed by a 1.88% 24-hour price reactio...

Analysis

On September 2, GeoPark’s strategic-entry announcement was followed by a 1.88% 24-hour price reaction; today’s solicitation addresses the same Grupo Gilinski transaction by adding the buyer’s affiliates to the Notes’ Permitted Holders definition.

Key Figures

Senior notes coupon: 8.750% Gilinski share ownership: Approximately 28% Consent solicitation expiration: September 23, 2026 at 5:00 p.m. New York City time +3 more

Senior notes coupon

8.750%

Senior Notes due 2030

Gilinski share ownership

Approximately 28%

Recently purchased issued and outstanding common shares

Consent solicitation expiration

September 23, 2026 at 5:00 p.m. New York City time

Unless extended by the Company

Required consents

Majority in aggregate principal amount outstanding

Required to amend the Indenture

Consent fee

$2.50 per $1,000 principal amount

Paid for validly delivered and non-revoked consents

Expected post-transaction ownership

Approximately 56.3%

Expected Grupo Gilinski ownership after share issuance

Historical Context

1 past event · Latest: Sep 02

1 event

1. Sep 02

   Strategic Venezuela entry

   24h Move

   +1.9%

   Grupo Gilinski-led Bare transaction preceded the proposed control-related indenture amendment

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

consent solicitation, senior notes, indenture, change of control

4 terms

consent solicitation financial

"today announced that it is soliciting consent"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

senior notes financial

"its 8.750% Senior Notes due 2030"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

indenture financial

"the indenture governing the Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

change of control financial

"if a Change of Control occurs"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Bogota, Colombia, Sept. 15, 2026 (GLOBE NEWSWIRE) -- GeoPark Limited (NYSE: GPRK) (the “Company” or “GeoPark”) today announced that it is soliciting consent (the “Consent Solicitation”) from the holders of its 8.750% Senior Notes due 2030 (the “Notes”) for the adoption of a certain proposed amendment (the “Proposed Amendment”) to the indenture governing the Notes (the “Indenture”) to amend the definition of "Permitted Holders" in the Indenture to include Jaime Gilinski Bacal and his Immediate Family Members (as defined in the Indenture) or the former spouses (including widows and widowers), heirs or lineal descendants of any of the foregoing and any Affiliate of any of the foregoing. Jaime Gilinski Bacal is affiliated with Grupo Gilinski, which through affiliated entities has through a number of transactions recently purchased approximately 28% of the Company's issued and outstanding common shares. GeoPark’s recently announced proposed major strategic entry into Venezuela through the Bare field, a large-scale producing heavy oil asset located in the Orinoco Heavy Oil Belt, was led by Grupo Gilinski. GeoPark is acquiring Grupo Gilinski’s 95% interest in the holding company through which the Bare opportunity is held in exchange for newly issued common shares. The proposed transaction has not yet closed and remains subject to certain conditions. Upon completion of the share issuance, Grupo Gilinski is expected to hold approximately 56.3% of GeoPark’s issued and outstanding common shares. Pursuant to the Indenture, a "Change of Control" will generally not be triggered by the consummation of a transaction the result of which is that a Permitted Holder becomes the beneficial owner of more than 50% of the outstanding shares. Pursuant to the Indenture, if a Change of Control occurs, the Company is required to make an Offer to Purchase (as defined in the Indenture) for all of the outstanding Notes.

The Consent Solicitation is being made pursuant to a Consent Solicitation Statement, dated September 15, 2026 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”). The Consent Solicitation was commenced today and will expire at 5:00 p.m., New York City time, on September 23, 2026, unless extended by the Company (each such date and time, as the same may be extended, is referred to as the “Expiration Time”). Only holders of the Notes as of 5:00 p.m., New York City time, on September 14, 2026 (such date and time, including as such date and time may be changed by the Company, from time to time, the “Record Date”) are entitled to consent to the Proposed Amendment pursuant to the Consent Solicitation.

The Proposed Amendment will be set forth in a supplemental indenture relating to the Notes and are described in more detail in the Consent Solicitation Statement. To amend the Indenture, the Company must receive consents from holders (as of the Record Date) representing a majority in aggregate principal amount outstanding (not including any Notes which are owned by the Company or any of its affiliates) of the Notes (the “Requisite Consents”).

With respect to the Consent Solicitation, the Company will, within five business days of the Expiration Time, provided that all applicable conditions to the Consent Solicitation as described in the Consent Solicitation Statement have been satisfied or waived, pay to holders of the Notes, a cash payment equal to $2.50 per $1,000 principal amount of Notes in respect of which such consents have been validly delivered prior to the Expiration Time and not validly revoked by such holders as total consideration for such consent (the “Consent Fee”). No Consent Fee will be paid to any holder of Notes unless such holder delivers a consent in accordance with the terms of the Consent Solicitation Statement prior to the Expiration Time. The consummation of the Consent Solicitation is conditioned on the receipt of the Requisite Consents.

Subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Consent Solicitation at any time, or (ii) otherwise amend the Consent Solicitation in any respect, including waiving any or all of the conditions to the Consent Solicitation set forth in the Consent Solicitation Statement, at any time and from time to time. The Company further reserves the right, in its sole discretion, not to accept any deliveries of consents with respect to the Notes. The Company is making the Consent Solicitation only in those jurisdictions where it is legal to do so.

Banco BTG Pactual S.A. – Cayman Branch is acting as solicitation agent for the Consent Solicitation and can be contacted at Banco BTG Pactual S.A. – Cayman Branch, Attn: Debt Capital Markets +1 (646) 924-2500, with questions regarding the Consent Solicitation.

Copies of the Consent Solicitation Statement are available to holders of Notes from D.F. King & Co., Inc., the information agent, tabulation agent and paying agent for the Consent Solicitation. Requests for copies of the Consent Solicitation Statement should be directed to D.F. King at +1 (800) 967-5084 (toll free), +1 (212) 269-5550 (collect) or geopark@dfking.com.

Neither the Consent Solicitation nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Consent Solicitation is being made solely on the terms and conditions set forth in the Consent Solicitation Statement. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its affiliates. The Consent Solicitation is not being made to, nor will the Company accept deliveries of consents from, holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendment to the Indenture. No recommendation is made as to whether holders should deliver their consents with respect to the Notes. Holders should carefully read the Consent Solicitation Statement because it contains important information, including the various terms and conditions of the Consent Solicitation.

ABOUT GEOPARK

GeoPark is a leading independent energy company with over 20 years of successful operations across Latin America.

For further information, please contact:
INVESTORS:
Maria Catalina Escobar Shareholder Value and Capital Markets Director	mescobar@geo-park.com
Miguel Bello Investor Relations Officer	mbello@geo-park.com
Maria Alejandra Velez Investor Relations Leader	mvelez@geo-park.com
MEDIA:
Communications Department	communications@geo-park.com

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are preceded by words such as “believes,” “expects,” “may,” “anticipates,” “plans,” “intends,” “assumes,” “will” or similar expressions. The forward-looking statements contained herein include statements about the consent solicitation, the acquisition of our common shares by Jaime Gilinski Bacal and Grupo Gilinski, and the proposed major strategic entry into Venezuela through the Bare field. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, GeoPark’s business and operations involve numerous risks and uncertainties, many of which are beyond the control of GeoPark, which could result in GeoPark’s expectations not being realized or otherwise materially affect the financial condition, results of operations and cash flows of GeoPark. Some of the factors that could cause future results to materially differ from recent results or those projected in forward-looking statements are described in GeoPark’s filings with the United States Securities and Exchange Commission.

The forward-looking statements are made only as of the date hereof, and GeoPark does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is eligible to deliver consents in GeoPark’s consent solicitation?

Only holders of the 8.750% Senior Notes due 2030 as of 5:00 p.m., New York City time, on September 14, 2026 (the Record Date), including as that date and time may be changed by the company, are entitled to consent to the Proposed Amendment.

When does the consent solicitation for GeoPark’s Notes expire and can it be extended?

The consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on September 23, 2026, unless extended by GeoPark. The company reserves the right, subject to applicable law and in its sole discretion, to extend, terminate, withdraw, or otherwise amend the solicitation at any time.

What are the conditions for holders to receive the consent fee?

Eligible holders must validly deliver consents before the Expiration Time and not validly revoke them. GeoPark must receive Requisite Consents and all applicable conditions in the Consent Solicitation Statement must be satisfied or waived. Within five business days of the Expiration Time, if these conditions are met, GeoPark will pay a cash consent fee of $2.50 per $1,000 principal amount of Notes for which consents were properly delivered. No fee is paid to holders who do not consent.

What level of bondholder support is required to amend the Indenture?

To effect the Proposed Amendment, GeoPark must obtain consents from holders (as of the Record Date) representing a majority in aggregate principal amount outstanding of the Notes, excluding any Notes owned by GeoPark or its affiliates. These are referred to as the Requisite Consents.

How can holders obtain the Consent Solicitation Statement and related documents?

Copies of the Consent Solicitation Statement are available from D.F. King & Co., Inc., the information, tabulation, and paying agent. Holders may request copies by calling +1 (800) 967-5084 (toll free), +1 (212) 269-5550 (collect), or by emailing geopark@dfking.com.

Who is acting as solicitation agent and how can questions be addressed?

Banco BTG Pactual S.A. – Cayman Branch is the solicitation agent for the consent solicitation. Questions may be directed to Banco BTG Pactual S.A. – Cayman Branch, Attn: Debt Capital Markets, at +1 (646) 924-2500.

Does this announcement constitute an offer to buy or sell securities?

No. The announcement states that it does not constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of GeoPark or its affiliates, and that the consent solicitation is being made solely on the terms and conditions set out in the Consent Solicitation Statement and only where legally permitted.