Geopark Ltd SEC Filings

Parex Resources Inc. filed an amended Schedule 13D regarding its stake in GeoPark Limited. Parex reports beneficial ownership of 6,084,986 common shares, representing 11.8% of GeoPark’s common shares, based on 51,663,988 shares outstanding as of September 30, 2025. Parex has sole voting and dispositive power over all of these shares.

The amendment explains that on December 9, 2025, Parex issued a press release stating it has determined to halt discussions with GeoPark. This change updates the previously disclosed purpose of its investment while preserving all other terms of the earlier filing.

GeoPark Limited reports on its recent engagement with Parex Resources after Parex decided to halt discussions about a potential acquisition. GeoPark’s board had previously and unanimously rejected Parex’s unsolicited, non-binding all-cash proposal of $9.00 per share, concluding it undervalued the company, especially in light of a recent “transformative” transaction in the Vaca Muerta formation that expanded its asset base and growth prospects. A special committee of independent directors was formed, a non-disclosure agreement was executed, and Parex was given access to a virtual data room with extensive technical and financial information to support a possible improved offer. GeoPark states it expects Adjusted EBITDA to more than double by 2028, supported by higher cash flow, lower leverage, and a more diversified portfolio across Colombia and Argentina. The company reiterates confidence in its strategy and indicates it remains open to offers that appropriately value the business.

GeoPark Limited outlined its 2026 work program and medium-term guidance through 2028, aiming to grow production and cash flow from its core assets in Colombia and its expanding position in Argentina’s Vaca Muerta shale. The plan targets production rising from 26,000-28,000 boepd in 2025 to 44,000-46,000 boepd in 2028 and Adjusted EBITDA increasing from $260-290 million in 2025E to $490-520 million in 2028, supported by higher capital spending.

For 2026, GeoPark plans $190-220 million in capital expenditures to support 27,000-30,000 boepd, drilling 27-36 gross wells with a strong focus on development. The company expects net debt to EBITDA of 1.9-2.1x at year-end 2026, trending to 1.2-1.4x by 2028, while targeting lifting costs near $12/bbl and G&A around $3/bbl by 2028. About 56% of estimated 2026 production was hedged as of late November 2025, and a revised dividend program will distribute about $6 million, or $0.03 per share per quarter over four quarters.

GeoPark Limited (GPRK) reported a major upgrade to its oil and gas reserves for 2025, based on an independent assessment by DeGolyer and MacNaughton under PRMS methodology. Total 2P (proved plus probable) reserves rose 38% year-over-year to 121 mmboe, driving a 2P reserve replacement ratio of 430%, meaning the company added more than four times the volume it produced. The 2P reserve life index increased 80% to 12.7 years, indicating a longer production runway at current output levels.

Growth was led by the acquisition of unconventional oil blocks Loma Jarillosa Este and Puesto Silva Oeste in Argentina’s Vaca Muerta, which contributed 36.7 mmboe of 2P reserves and now account for about 30% of total 2025 reserves. GeoPark also kept its Colombian base steady with technical revisions and new discoveries in the CPO-5, Llanos 123, and Llanos 34 blocks. On efficiency, 2025 2P finding, development, and acquisition cost was reported at $4.3 per boe, supporting management’s message of disciplined capital allocation and a more diversified, resilient portfolio.

GeoPark Limited reported third-quarter 2025 results with revenue of $125.1 million, Adjusted EBITDA of $71.4 million (57% margin), and net income of $15.9 million. Average net production was 28,136 boepd, supported by stable realized prices of $57.1/boe and operating costs of $12.5/boe. Capital expenditures were $17.5 million, focused on maintaining and improving production in Colombia.

The Company closed its Vaca Muerta acquisition and assumed operations, beginning near‑term workovers. It also launched a quarterly cash dividend of $0.03 per share. Cash stood at $197.0 million and net debt at $373.4 million, after repurchasing $33.0 million of 2030 Notes in the quarter; cumulative repurchases since June totaled $108.3 million, lowering annual coupons by $9.5 million.

Risk management remains active, with 2026 oil price protection via three‑way collars covering approximately 62% of full‑year production (first floor $65/bbl, second floor $50/bbl, average ceilings $73/bbl). The Board formed a Special Committee of independent directors to evaluate any potential revised offer from Parex Resources and other value‑maximizing alternatives.

GeoPark Limited (GPRK) filed interim results showing lower activity but continued profitability. For the three months ended September 30, 2025, revenue was $125.1 million with profit of $15.9 million and basic EPS of $0.31 (diluted $0.30). For the nine-month period, revenue was $382.2 million, Adjusted EBITDA $230.9 million, and profit $18.6 million, reflecting softer oil pricing and volumes, higher financial expenses, and an earlier impairment tied to Ecuador asset sales.

GeoPark ended the quarter with cash of $197.0 million and total borrowings of $570.4 million. In January, it issued $550.0 million notes due 2030 at 8.75% and used proceeds to repurchase 2027 notes and repay up to $152.0 million under a prepayment facility. From June–September, it repurchased $77.4 million face of the 2030 notes at ~$0.89, recognizing $8.0 million of financial income, and continued repurchases in October.

Strategically, the company agreed to acquire assets in Argentina’s Vaca Muerta for $115.0 million (closed October 16, 2025) and moved to divest interests in Ecuador (impairment $31.0 million recognized) and certain non-core assets in Colombia and Brazil. It paid three $0.147/share quarterly dividends in 2025 and later approved a revised program totaling about $6.0 million over the next four quarters, followed by a planned suspension starting with Q3 2026 results. The Board rejected a $9.00 per share cash proposal from Parex Resources Inc.

Fourth Sail Capital and affiliates filed an amended Schedule 13G reporting passive beneficial ownership in GeoPark Ltd (GPRK) ordinary shares. The group reported 2,577,812 shares, representing 4.99% of the class, with the Date of Event listed as 10/13/2025.

Fourth Sail Capital LP shows shared voting power of 2,577,812 shares and sole dispositive power over 2,577,812 shares. Within the group, Fourth Sail Long Short LLC reports shared voting power over 2,020,877 shares, and Fourth Sail Discovery LLC reports shared voting power over 556,935 shares. The filing is certified as not for the purpose of changing or influencing control, consistent with a passive investor stance.

GeoPark Limited announced its Board unanimously rejected an unsolicited, non-binding all-cash proposal from Parex Resources to acquire GeoPark for $9.00 per share. The Board, after consulting independent financial and legal advisors, determined the offer significantly undervalues the company and is not in the best interests of shareholders.

GeoPark cited its strategy presented on October 21, 2025, which targets an approximately 46% increase in production and approximately 70% growth in adjusted EBITDA by full-year 2028 versus full-year 2025 estimates. The recent Vaca Muerta acquisition adds approximately 60 million barrels of recoverable resources, extends the 2P reserve life index to around ten years, and positions the company to add about 20,000 boepd within the next three years. Advisors include Goldman Sachs & Co. LLC (financial) and Davis Polk & Wardwell LLP and Conyers (legal).

Parex Resources filed a Schedule 13D on GeoPark (GPRK)US$40,473,512 for these shares, acquired using working capital.

Parex announced it has submitted a non-binding proposal to acquire all outstanding GeoPark shares for US$9.00 per share in cash. If completed, the transaction would result in a change of control, board and management changes, and could lead to delisting from the NYSE and deregistration under the Exchange Act. The ownership percentage is based on 51,567,663 shares outstanding as of June 30, 2025. Parex stated it may increase or decrease its position, use hedging strategies, or requisition a special meeting, depending on discussions with GeoPark’s board and market conditions.