Gran Tierra (NYSE: GTE) secures 88.9% early tender in note swap
Rhea-AI Filing Summary
Gran Tierra Energy Inc. is advancing a private debt exchange, reporting strong early participation in its offer to swap 9.500% Senior Secured Amortizing Notes due 2029 for new 9.750% Senior Secured Amortizing Notes due 2031. By the early participation deadline, holders of US$636,740,000 in principal, or about 88.89% of the US$716,340,000 outstanding 2029 notes, had validly tendered and not withdrawn.
Because consents exceeded the 66-2/3% threshold, Gran Tierra has executed a supplemental indenture that, upon consummation of the exchange, will remove most restrictive covenants, release collateral and revise certain terms under the existing indenture. For notes tendered by the early deadline and accepted, each US$1,000 principal amount is expected to receive roughly US$196.31 in cash and US$803.69 in new notes, funded from a total Cash Consideration pool of US$125.0 million, assuming all early tenders are accepted.
The exchange and consent solicitation remain open until 5:00 p.m. New York City time on February 27, 2026. Holders tendering after the early deadline but on or before expiration will receive US$1,000 in principal amount of new notes per US$1,000 of existing notes and no cash consideration. Gran Tierra will not receive cash proceeds from issuing the new notes; existing notes accepted in the exchange will be cancelled, subject to conditions including a minimum 80% participation level and completion of financing sufficient to fund the cash consideration.
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Insights
Gran Tierra secures high noteholder support for a major debt exchange and covenant overhaul.
Gran Tierra Energy Inc. is restructuring a large 9.500% secured note due
Consents above the 66-2/3% threshold allow a supplemental indenture to become operative at settlement, stripping substantially all restrictive covenants, releasing collateral, and modifying definitions in the existing indenture. This shifts creditors’ protections in exchange for longer-dated paper and a modest coupon step-up, with actual benefit depending on Gran Tierra’s future operating performance.
Early tendering holders are slated to receive a blended package worth
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 8.01. | Other Events. |
Exchange Offer and Consent Solicitation
On February 12, 2026, Gran Tierra Energy Inc., a Delaware corporation (the “Company”), announced the early participation results for its previously announced private offer to all Eligible Holders (as defined in the press release) to exchange (the “Exchange Offer”) any and all outstanding 9.500% Senior Secured Amortizing Notes due 2029 (the “Existing Notes”) issued by the Company, for newly issued 9.750% Senior Secured Amortizing Notes due 2031 (the “New Notes”) to be issued by the Company, pursuant to the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement, dated January 29, 2026 (as amended and supplemented, the “Exchange Offer Memorandum”).
Investors should carefully review the attached press release for further details regarding the Exchange Offer and the solicitation of consents. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference in its entirety.
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to (i) 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 or (ii) 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 Exchange Offer and the solicitation of consents are being made solely pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
Cautionary Statement Regarding Forward-Looking Statements
The statements other than statements of historical facts included in this Current Report on Form 8-K are “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 law, including, but not limited to, the form and results of the Exchange Offer and the solicitation of consents. 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 those described in the Company’s filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. Therefore, actual outcomes and results could materially differ from what is expressed or implied in such statements.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Press Release of Gran Tierra Energy Inc. issued on February 12, 2026. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 13, 2026 | GRAN TIERRA ENERGY INC. | ||
| By: | /s/ Ryan Ellson | ||
| Name: | Ryan Ellson | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Gran Tierra Energy Inc. Announces Early Participation Deadline Results for the Previously Announced Exchange Offer of Certain Existing Notes for New Notes and the Solicitation of Consents to Proposed Amendments to the Existing Indenture
CALGARY, Alberta, Feb. 12, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced the early participation results of its previously announced offer to Eligible Holders (as defined herein) to exchange (such offer, the “Exchange Offer”) any and all of the Company’s outstanding 9.500% Senior Secured Amortizing Notes due 2029 (CUSIP: 38500T AC5 / U37016 AC3; ISIN: US38500TAC53 / USU37016AC37) (the “Existing Notes”) for newly issued 9.750% Senior Secured Amortizing Notes due 2031 (the “New Notes”), pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement, dated January 29, 2026 in respect of the Exchange Offer and the Solicitation of Consents (as amended and supplemented by the Supplement to the Exchange Offer Memorandum, dated February 5, 2026, and as further amended or supplemented hereby, the “Exchange Offer Memorandum”). Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Exchange Offer Memorandum.
| Existing Notes | CUSIP/ISIN Numbers | Principal Amount Outstanding |
Principal Amount Tendered |
Percentage of Principal Amount Outstanding | ||||
| 9.500% Senior Secured Amortizing Notes due 2029 | Rule
144A: 38500T AC5 / US38500TAC53 Regulation S: U37016 AC3 / USU37016AC37 |
US$716,340,000 | US$636,740,000 | 88.89% |
As of 5:00 p.m., New York City time, on February 11, 2026 (the “Early Participation Deadline”), US$636,740,000 aggregate principal amount of Existing Notes outstanding, representing approximately 88.89% of the total aggregate principal amount of Existing Notes outstanding, had been validly tendered for exchange and not validly withdrawn, as confirmed by the Information Agent and Exchange Agent for the Exchange Offer.
Since the Company received consents from Eligible Holders of Existing Notes (the “Consents”) that, in the aggregate, represent not less than 66-2/3% in aggregate principal amount of Existing Notes outstanding (the “Required Holders”) 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”), satisfying the requirements under the Existing Indenture to adopt the Proposed Amendments, the Company has executed and delivered a supplemental indenture to the Existing Indenture, with respect to the Proposed Amendments, but such supplemental indenture will become operative only upon consummation of the Exchange Offer on the Early Settlement Date. The Proposed Amendments 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 “Withdrawal Deadline” has not been extended and expired at 5:00 p.m., New York City time, on February 11, 2026. Accordingly, holders may no longer withdraw Existing Notes tendered in the Exchange Offer, except in certain limited circumstances as set forth in the Exchange Offer Memorandum. Except as modified by the terms of this press release, all other terms and conditions of the Exchange Offer and the Solicitation of Consents, as previously announced and described in the Exchange Offer Memorandum, remain unchanged.
Eligible Holders who validly tendered Existing Notes and delivered Consents, and did not validly revoke such tenders and Consents, on or prior to the Early Participation Deadline, and whose Existing Notes are accepted for exchange by the Company will receive, on February 18, 2026 (the “Early Settlement Date”), for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, US$1,000, a portion of which will be payable in cash and the remainder will be payable in principal amount of New Notes (the “Total Consideration”). The Total Consideration includes an early participation premium for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline equal to US$50 (the “Early Participation Premium”), payable on the Early Settlement Date.
The aggregate cash consideration payable as part of the Total Consideration (which includes the Early Participation Premium) to all Eligible Holders whose Existing Notes were validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and whose Existing Notes are accepted for exchange is equal to US$125.0 million (the “Cash Consideration”). The pro rata portion of the US$125.0 million Cash Consideration as part of the Total Consideration for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline will be based on the aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and accepted for exchange. Assuming all US$636,740,000 aggregate principal amount of the Existing Notes that were validly tendered for exchange, and not validly withdrawn, on or prior to the Early Participation Deadline are accepted for exchange, each Eligible Holder is expected to receive, for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn on or prior to the Early Participation Deadline), approximately US$196.31 in cash and approximately US$803.69 in aggregate principal amount of New Notes. Notwithstanding the foregoing, we will not accept any tender of Existing Notes that would result in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes. As a result, the actual amount of Existing Notes accepted in the Exchange Offer and the portion of the Cash Consideration and amount of New Notes that Eligible Holders will receive in exchange for Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline may differ.
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The Exchange Offer and the Solicitation of Consents will expire at 5:00 p.m., New York City time, on February 27, 2026 (the “Expiration Deadline”), unless extended or earlier terminated by the Company, in its sole discretion. The Company currently expects the settlement for the Existing Notes validly tendered after the Early Participation Deadline but before the Expiration Deadline to be on March 2, 2026 (the “Settlement Date”), which is the first business day after the Expiration Deadline.
The Company is hereby amending the Exchange Offer to increase the Exchange Consideration for Eligible Holders who validly tender Existing Notes and deliver Consents, and do not validly revoke such tenders and Consents, after the Early Participation Deadline and on or prior to the Expiration Deadline and whose Existing Notes are accepted for exchange, to receive, for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn), US$1,000 aggregate principal amount of New Notes (as amended, the “Exchange Consideration”). No Cash Consideration will be paid for any Existing Notes validly tendered, and Consents validly delivered, after the Early Participation Deadline and on or prior to the Expiration Deadline. Any tender of Existing Notes on or prior to the Early Participation Deadline that is not accepted for exchange because it would result in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes, due to the payment of the Cash Consideration as a portion of the Total Consideration, will be able to tender such Existing Notes after the Early Participation Deadline, but on or prior to the Expiration Deadline, and be eligible to receive the Exchange Consideration of US$1,000 in principal amount of New Notes for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Expiration Deadline.
The Company is hereby amending the definition of Accrued Interest to deduct accrued interest on the New Notes from the Early Settlement Date to, but not including, the Settlement Date. As a result, Eligible Holders whose Existing Notes are accepted for exchange will be paid (i) 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, less (ii) accrued and unpaid interest on the New Notes from the Early Settlement Date to, but not including, the Settlement Date for the Existing Notes which are accepted for exchange after the Early Participation Deadline but at or prior to the Expiration Deadline (collectively, 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.
Our obligation to accept Existing Notes validly tendered, and not validly withdrawn, pursuant to the Exchange Offer and Consents validly delivered, and not validly revoked, 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 tender (and not valid withdrawal) of Existing Notes by Eligible Holders in the Exchange Offer that, in the aggregate, represent not less than 80% in aggregate principal amount of Existing Notes outstanding prior to the Early Participation Deadline (the “Minimum Exchange Condition”), (iii) the consummation of an incurrence of new indebtedness, on terms and subject to conditions satisfactory to us, that results in the receipt of net proceeds that are sufficient to pay the Cash Consideration (such condition the “Financing Condition”), and (iv) certain other customary conditions. The Company reserves the right to waive the conditions to the Exchange Offer at any time. However, because the aggregate principal amount of Existing Notes validly tendered pursuant to the Exchange Offer, and the Consents delivered in the Solicitation, and not validly withdrawn is greater than the Minimum Exchange Condition, and the Financing Condition is expected to be satisfied on or prior to the Early Settlement Date, the Company expects to accept for exchange all Existing Notes validly tendered and not validly withdrawn at or prior to the Early Participation Deadline, except that we will not accept any tender of Existing Notes that would result in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes and subject to the satisfaction of the other conditions described in the Exchange Offer Memorandum.
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The Company will not receive any cash proceeds from the issuance of the New Notes in the Exchange Offer and the Solicitation of Consents. Existing Notes tendered in connection with the Exchange Offer, and accepted for exchange, will be cancelled.
The Exchange Offer is being made, and the New Notes are being 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 of Consents (such holders, “Eligible Holders”). Holders who desire to obtain copies of the Exchange Offer Memorandum, including copies of the supplement, and 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 being made, and the New Notes are being 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.
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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 of Consents. 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 of Consents 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 the Solicitation of Consents; 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.
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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.
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FAQ
What is Gran Tierra Energy Inc. (GTE) changing in its debt through this exchange offer?
Gran Tierra is offering to exchange its 9.500% Senior Secured Amortizing Notes due 2029 for new 9.750% Senior Secured Amortizing Notes due 2031. If completed, existing notes accepted in the exchange will be cancelled and creditor protections under the old indenture will be significantly reduced.
How many of Gran Tierra’s 2029 notes have been tendered so far in the GTE exchange?
By the early participation deadline, holders had tendered US$636,740,000 principal of Gran Tierra’s 9.500% notes due 2029. This represents approximately 88.89% of the total US$716,340,000 principal amount of these existing notes outstanding, exceeding the 80% minimum exchange condition.
What consideration do early tendering holders of GTE’s 2029 notes receive in the exchange?
Eligible Holders who tendered by the early deadline and are accepted are expected to receive, per US$1,000 principal of existing notes, about US$196.31 in cash and US$803.69 in new 9.750% notes. This mix assumes all early tenders are accepted within a US$125.0 million aggregate cash pool.
What do later tendering Gran Tierra (GTE) noteholders receive if they participate after the early deadline?
Holders who validly tender after the early participation deadline but on or before the February 27, 2026 expiration are entitled to US$1,000 principal amount of new notes per US$1,000 of existing notes. They will not receive any portion of the US$125.0 million cash consideration included for early participants.
How will Gran Tierra’s existing 2029 note indenture change if the exchange offer settles?
Once the exchange closes, a supplemental indenture is expected to become operative that eliminates substantially all restrictive covenants and related events of default, releases the collateral securing the existing 9.500% notes, and amends certain defined terms and covenants, materially changing noteholder protections.
Will Gran Tierra Energy (GTE) receive cash from issuing the new 2031 notes in this transaction?
No. Gran Tierra states it will not receive any cash proceeds from issuing the new 9.750% Senior Secured Amortizing Notes due 2031. Instead, cash consideration of US$125.0 million is paid to exchanging holders, funded by separate financing that is a condition to completing the offer.
Filing Exhibits & Attachments
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