Gran Tierra Energy Inc. Announces Exchange Offer of Certain Existing Notes for New Notes and the Solicitation of Consents to Proposed Amendments to the Existing Indenture
Rhea-AI Summary
Gran Tierra Energy (NYSE American: GTE) launched an Exchange Offer on January 29, 2026 to swap up to US$716,340,000 of its 9.500% Senior Notes due 2029 for newly issued 9.500% Senior Secured Notes due 2031. Eligible holders tendering by the Early Participation Deadline may receive a US$50 early premium and a pro rata cash component (aggregate $110.0M–$125.0M) plus New Notes. The offer requires consents of ≥66 2/3% of outstanding notes and a minimum 80% tender condition, and is subject to a financing condition and other customary conditions.
Positive
- Outstanding principal of $716.34M is targeted for exchange
- New notes are senior secured obligations due 2031
- Early Participation Premium of $50 per $1,000 tendered
Negative
- Exchange requires consents of at least 66 2/3% of holders
- Minimum Exchange Condition: at least 80% of notes must be tendered
- Offer is subject to a Financing Condition to fund cash consideration
- Proposed Amendments eliminate most restrictive covenants and release collateral
News Market Reaction – GTE
On the day this news was published, GTE gained 9.46%, reflecting a notable positive market reaction. Argus tracked a peak move of +17.5% during that session. Our momentum scanner triggered 32 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $20M to the company's valuation, bringing the market cap to $227M at that time. Trading volume was above average at 1.9x the daily average, suggesting increased trading activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
GTE was modestly higher pre‑news (+0.71%), while key peers were mixed: AMPY and EPSN at +0.21%, EP at -1.71%, KGEI at -3.76%, and PROP flat. Only AMPY appeared on the momentum scanner, moving down 4.34% without news, suggesting GTE’s set‑up was more company‑specific than sector‑driven.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 10 | 2026 guidance update | Positive | +0.4% | Released 2026 guidance with targeted free cash flow and production ranges. |
| Nov 03 | Share repurchase plan | Positive | +2.6% | Announced NCIB and automatic purchase plan to repurchase up to 2.93M shares. |
| Oct 31 | Acquisition follow-up | Neutral | +2.6% | Confirmed compliance with post‑offer intention statements for i3 Energy acquisition. |
| Oct 30 | Q3 2025 earnings | Negative | -2.1% | Reported Q3 net loss, high total debt and detailed operational updates. |
| Oct 24 | Prepayment facility | Positive | -0.3% | Announced up to $200M crude prepayment financing and RBL amendment. |
Recent GTE news has more often seen share-price moves align with the apparent tone of the announcement, with only one modest divergence on a balance‑sheet financing update.
Over the past several months, Gran Tierra has focused on growth, buybacks, and balance‑sheet management. On Oct 24, 2025, it secured a prepayment and marketing agreement of up to $200 million. Q3 2025 results on Oct 30 showed a net loss and $804M in total debt. Subsequent news included an NCIB authorization on Nov 3 and 2026 guidance on Dec 10 with targeted free cash flow. Today’s notes exchange offer fits into this ongoing capital‑structure optimization theme.
Market Pulse Summary
The stock moved +9.5% in the session following this news. A strong positive reaction aligns with Gran Tierra’s broader capital‑structure efforts, including prior financings and prepayment facilities. The exchange of US$716.34M of 9.500% notes and the structured cash consideration up to US$125.0M could be read as de‑risking. However, history shows that balance‑sheet news sometimes saw muted or mixed follow‑through, so investors might monitor execution of conditions like the 80% minimum exchange threshold.
Key Terms
rule 144a regulatory
qualified institutional buyers regulatory
regulation s regulatory
u.s. persons regulatory
private placement regulatory
accredited investors regulatory
AI-generated analysis. Not financial advice.
CALGARY, Alberta, Jan. 29, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced the commencement of an offer to Eligible Holders (as defined herein) to exchange (such offer, the “Exchange Offer”) any and all of the Company’s outstanding
| Existing Notes | CUSIP/ISIN Numbers | Principal Amount Outstanding | Early Participation Premium(1) | Exchange Consideration(2) | Total Consideration(3) |
| Rule 144A: 38500T AC5 / US38500TAC53 Regulation S: U37016 AC3 / USU37016AC37 | US | US | US | US | |
(1) Early Participation Premium payable on the Early Settlement Date (as defined below) per each US
(2) Exchange Consideration per each US
(3) Total Consideration payable per each US
(4) Eligible Holders validly tendering (and not withdrawing) the Existing Notes on or prior to the Early Participation Deadline will receive, in the aggregate, as a component of the Total Consideration, an amount of cash equal to the Cash Consideration (as defined below), with the remainder of the Total Consideration in principal amount of New Notes. At the Early Participation Deadline, (i) the pro rata Cash Consideration portion of the Total Consideration (which includes the Early Participation Premium) payable in cash and (ii) the balance payable in principal amount of New Notes, per US
Simultaneously with the Exchange Offer, the Company is conducting a solicitation (the “Solicitation”) of consents (the “Consents”) from Eligible Holders of Existing Notes to effect certain proposed amendments (the “Proposed Amendments”) to the indenture dated as of October 20, 2023, under which the Existing Notes were issued (the “Existing Indenture”). The Proposed Amendments would provide for, among other things, (i) the elimination of substantially all of the restrictive covenants and associated events of default and related provisions with respect to the Existing Notes, (ii) the release of the collateral securing the Existing Notes and (iii) the amendment of certain defined terms and covenants in the Existing Indenture. The Exchange Offer and Solicitation may be amended, extended, terminated or withdrawn. The New Notes will be issued pursuant to an indenture and will be senior secured obligations.
Important Dates and Times
| Commencement | January 29, 2026. |
| Early Participation Deadline | 5:00 p.m., New York City time, on February 11, 2026, unless extended or earlier terminated by the Company, in its sole discretion. |
| Withdrawal Deadline | 5:00 p.m., New York City time, on February 11, 2026, unless extended or earlier terminated by the Company, in its sole discretion. |
| Early Settlement Date | Promptly following the Early Participation Deadline and is expected to be the fourth business day after the Early Participation Deadline, on February 18, 2026, unless extended. |
| Expiration Deadline | 5:00 p.m., New York City time, on February 27, 2026, unless extended or earlier terminated by the Company, in its sole discretion. |
| Settlement Date | Promptly following the Expiration Deadline and is expected to be the first business day after the Expiration Deadline, on March 2, 2026, unless extended. |
Our obligation to accept Existing Notes tendered pursuant to the Exchange Offer and Consents delivered pursuant to the Solicitation is subject to the satisfaction of certain conditions described in the Exchange Offer Memorandum, which include, (i) the non-occurrence of an event or events or the likely non-occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the Exchange Offer or materially impair the contemplated benefits to us of the Exchange Offer, (ii) the valid receipt (and not valid revocation) of the Consents of Eligible Holders of Existing Notes that, in the aggregate, represent not less than 66-2/
Existing Notes tendered for their exchange on or prior to the Early Participation Deadline may be validly withdrawn, and the related Consents may be validly revoked, at any time prior to 5:00 p.m., New York City time, on February 10, 2026, unless extended by the Company, in its sole discretion (the “Withdrawal Deadline”).
Eligible Holders who validly tender Existing Notes and deliver Consents, and do not validly revoke such tenders and Consents, on or prior to 5:00 p.m., New York City time, on February 11, 2026, unless extended or earlier terminated by the Company, in its sole discretion (the “Early Participation Deadline”) and whose Existing Notes are accepted for exchange by the Company will receive for each US
The aggregate cash consideration payable as part of the Total Consideration (which includes the Early Participation Premium) to all Eligible Holders whose Existing Notes are validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and whose Existing Notes are accepted for exchange will be equal to an amount determined as follows: the aggregate cash consideration payable as part of the Total Consideration will be
The greater the amount of Existing Notes validly tendered (and not validly withdrawn), the lower the pro rata portion of the Cash Consideration per US
Eligible Holders who validly tender Existing Notes and deliver Consents after the Early Participation Deadline and on or prior to 5:00 p.m., New York City time, on February 27, 2026, unless extended by the Company, in its sole discretion (the “Expiration Deadline”) and whose Existing Notes are accepted for exchange by us will receive for each US
Eligible Holders whose Existing Notes are accepted for exchange will be paid accrued and unpaid interest on such Existing Notes from, and including, the most recent date on which interest was paid on such Holder’s Existing Notes to, but not including, the Early Settlement Date or the Settlement Date, as applicable (the “Accrued Interest”), payable on the Early Settlement Date or the Settlement Date, as applicable. Accrued Interest will be paid in cash on the Early Settlement Date or the Settlement Date, as applicable. Interest will cease to accrue on the Early Settlement Date or the Settlement Date, as applicable, for all Existing Notes accepted for exchange in the Exchange Offer.
At any time after the Withdrawal Deadline and before the Expiration Deadline, if the Company has received the Consent of Required Holders of Existing Notes, the Company and the trustee under the Existing Indenture may execute and deliver a Supplemental Indenture to the Existing Indenture, which will give effect to the Proposed Amendments to the Existing Notes, that will be effective upon execution but will only become operative upon consummation of the Exchange Offer on the Early Settlement Date.
The Company will not receive any cash proceeds from the issuance of the New Notes in the Exchange Offer and the Solicitation. Existing Notes surrendered in connection with the Exchange Offer, and accepted for exchange, will be cancelled.
The Exchange Offer is made, and the New Notes will be offered and issued, only (a) in the United States to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon the exemption from the registration requirements of the Securities Act, and (b) outside the United States to holders of Existing Notes who are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act and who are non-U.S. qualified offerees and eligible purchasers in other jurisdictions as set forth in the Exchange Offer Memorandum. Holders who have returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentences are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer and the Solicitation (such holders, “Eligible Holders”). Holders who desire to obtain and complete an eligibility letter should either visit the website for this purpose at www.dfking.com/gte, or call D.F. King & Co., Inc., the Information Agent and Exchange Agent for the Exchange Offer and the Solicitation of Consents at +1 (888) 628-9011 (toll free), +1 (646) 582-9168 (banks and brokers), or email at gte@dfking.com.
This press release does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor shall there be any sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The New Notes will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.
The Exchange Offer is made, and the New Notes will be offered and issued in Canada on a private placement basis to holders of Existing Notes who are “accredited investors” and “permitted clients,” each as defined under applicable Canadian provincial securities laws.
None of the Company, the dealer managers, the trustee, any agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder’s Existing Notes for New Notes in the Exchange Offer or Consent to any of the Proposed Amendments to the Existing Indenture in the Solicitation. Eligible Holders will need to make their own decision as to whether to tender Existing Notes in the Exchange Offer and participate in the Solicitation and, if so, the principal amount of Existing Notes to tender.
This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities laws. All statements other than statements of historical facts included in this press release, and those statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “would,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “guidance,” “budget,” “plan,” “objective,” “potential,” “seek,” or similar expressions or variations on these expressions are forward-looking statements. The Company can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct or that, even if correct, intervening circumstances will not occur to cause actual results to be different than expected. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, the form and results of the Exchange Offer and Solicitation of Consents; the Company’s ability to comply with covenants in its Existing Indentures; the Company’s ability to obtain amendments to the covenants in its Existing Indentures; and those factors set out in the Exchange Offer Memorandum under “Risk Factors,” in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. Eligible Investors should not rely upon forward-looking statements as predictions of future events. The information included herein is given as of the date of this press release and, except as otherwise required by the securities laws, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to, or to withdraw, any forward-looking statement contained in this press release to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.
ABOUT GRAN TIERRA ENERGY INC.
Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.
Gran Tierra’s filings with the SEC are available on the SEC website at http://www.sec.gov. The Company’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran Tierra’s filings on the SEC, SEDAR and the NSM websites are not incorporated by reference into this press release.
Contact Information
For investor and media inquiries please contact:
Gary Guidry
President & Chief Executive Officer
Ryan Ellson
Executive Vice President & Chief Financial Officer
+1-403-265-3221
info@grantierra.com
SOURCE Gran Tierra Energy Inc.
FAQ
What is Gran Tierra Energy (GTE) offering in the January 29, 2026 exchange offer?
What cash and premium will holders of GTE notes receive if they tender early by February 11, 2026?
What conditions must be met for Gran Tierra's exchange offer for GTE to succeed?
How will holders who tender after February 11, 2026 be compensated in the GTE exchange?
What changes to the Existing Indenture does Gran Tierra seek consent for in the solicitation?
