GeoPark Limited Announces Receipt of Requisite Consents for Its 8.750% Senior Notes Due 2030

The proposed indenture change addresses how the expected ownership stake would be treated under the notes’ change-of-control terms.

Rhea-AI Summary

GeoPark (GPRK) received the required consents from holders of its 8.750% senior notes due 2030 on September 23, 2026. Holders of a majority of eligible note principal consented to adding Jaime Gilinski Bacal and specified family members and affiliates to the indenture’s definition of “Permitted Holders.”

The change relates to GeoPark’s proposed acquisition of Grupo Gilinski’s 95% interest in the holding company for the Bare field opportunity. GeoPark would issue new shares in exchange; the transaction has not closed and remains subject to conditions. Grupo Gilinski is expected to own approximately 56.3% of GeoPark after the issuance. GeoPark expects to execute the amended indenture and pay eligible consenting holders $2.50 per $1,000 of note principal on September 29. The amendment will become operative only after the fee is paid in full.

Positive

• Majority of eligible 2030 note principal consented

Negative

• None.

News Explained

If the amendment takes effect, a transaction that makes a newly covered Gilinski party the beneficial owner of more than 50% generally would not trigger a Change of Control; if one occurs, GeoPark must offer to purchase all outstanding notes.

Market Context

A Sept. 4 filing described an issuance range of 42,135,872–47,557,461 shares for the Bare-related tr...

Analysis

A Sept. 4 filing described an issuance range of 42,135,872–47,557,461 shares for the Bare-related transaction; that pending control change is the context for this release's Permitted Holders amendment.

Key Figures

Notes coupon: 8.750% Consents received: Majority of aggregate principal amount Consent fee: $2.50 per $1,000 principal amount +5 more

Notes coupon

8.750%

Senior Notes due 2030

Consents received

Majority of aggregate principal amount

Excludes Notes held by the Company or its affiliates

Consent fee

$2.50 per $1,000 principal amount

For eligible holders whose consents were timely delivered and not revoked

Consent deadline

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

Expiration Time for eligible consents

Supplemental indenture

September 29, 2026

Company expects to execute the supplemental indenture

Consent fee payment

September 29, 2026

Company expects to pay the Consent Fee

Expected post-issuance ownership

Approximately 56.3%

Grupo Gilinski, upon completion of the proposed transaction

Change of Control threshold

More than 50%

Indenture provision for a Permitted Holder

Historical Context

2 past events · Latest: Sep 15

2 events

1. Sep 15

   Consent solicitation

   24h Move

   +2.8%

   Launched this same solicitation to amend Permitted Holders, with a $2.50 fee per $1,000 principal.

2. Sep 02

   Venezuela entry

   24h Move

   +1.9%

   Announced the Bare acquisition, including 95% holding-company interest and expected 56.3% post-issuance ownership.

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

Key Terms

consent solicitation, indenture, supplemental indenture, beneficial owner

4 terms

consent solicitation financial

"received the requisite consents in connection with its previously announced solicitation"

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.

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.

supplemental indenture financial

"execute a supplemental indenture to the Indenture"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

beneficial owner regulatory

"becomes the beneficial owner of more than 50% of the outstanding shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

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

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Bogota, Colombia, Sept. 23, 2026 (GLOBE NEWSWIRE) -- GeoPark Limited (NYSE: GPRK) (the “Company”) today announced that it has received the requisite consents in connection with its previously announced solicitation of consents (the “Consent Solicitation”) from holders of its 8.750% Senior Notes due 2030 (the “Notes”). The Consent Solicitation was made pursuant to a Consent Solicitation Statement, dated September 15, 2026 (as amended, supplemented or otherwise modified, the “Consent Solicitation Statement”). The proposed amendment (the “Proposed Amendment”) to the indenture (the “Indenture”) governing the Notes is 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 Company has been advised that it has received consents from holders of a majority of the aggregate principal amount of the Notes (not including Notes held by the Company or any of its affiliates) (the “Requisite Consents”). In connection with the receipt of the Requisite Consents, the Company expects to execute a supplemental indenture to the Indenture to effect the Proposed Amendment with respect to the Notes on September 29, 2026. The Company will make a cash payment equal to $2.50 per $1,000 principal amount of Notes (the “Consent Fee”) to holders of the Notes on the applicable record date that delivered their consents prior to September 23, 2026 at 5:00 p.m., New York City time (the “Expiration Time”) and did not revoke such consents. The Company expects to pay the Consent Fee on September 29, 2026. No Consent Fee will be paid to any holder of the Notes unless such holder delivered (and did not revoke) a consent in accordance with the terms of the Consent Solicitation Statement prior to the Expiration Time. The supplemental indenture will become effective upon its execution and delivery by the Company and the trustee but will provide that the Proposed Amendment will not become operative until the Company has paid the Consent Fee in full.

Banco BTG Pactual S.A. – Cayman Branch acted as solicitation agent for the Consent Solicitation and D.F. King & Co., Inc. acted as the information agent, tabulation agent and paying agent for the Consent Solicitation.

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 was 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 has not been made to, nor has the Company accepted deliveries of consents from, holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not have been in compliance with the securities or blue sky laws of such jurisdiction. This press release is also not a solicitation of consents to effect the Proposed Amendment.

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.

What does GeoPark’s 2030 note amendment change?

It adds Jaime Gilinski Bacal and specified family members and affiliates to the notes’ definition of “Permitted Holders.” Under the indenture, a transaction generally does not trigger a change of control when it results in a Permitted Holder owning more than 50% of the outstanding shares. The proposed amendment is not yet operative.

Which GeoPark 2030 noteholders qualify for the consent fee?

Holders on the applicable record date qualify if they delivered a consent before 5:00 p.m. New York City time on September 23, 2026, and did not revoke it. The cash fee is $2.50 per $1,000 of note principal, with payment expected on September 29, 2026.