GTE

Business Context and Reporting Period

Company: Gran Tierra Energy Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 15, 2018
Event: Entry into a Material Definitive Agreement and creation of a direct financial obligation via the issuance of senior notes.

Key Financial Metrics

This filing reports a specific financing transaction rather than periodic operating results. Key metrics related to the transaction include:

• Debt Issuance: $300 million aggregate principal amount of 6.25% Senior Notes due 2025.
• Interest Rate: 6.25% per annum, payable semi-annually in arrears.
• Maturity Date: February 15, 2025.
• First Interest Payment: August 15, 2018.
• Guarantees: Guaranteed on a senior unsecured basis by Gran Tierra Energy Inc. and certain subsidiaries.

Note: The filing text does not provide clear values for revenue, profit, cash flow, operating margins, or existing liquidity positions outside of this specific transaction.

Material Changes

The primary material change is the increase in long-term debt obligations resulting from the completed offering of the $300 million Senior Notes. This represents a new direct financial obligation for the registrant and its subsidiary, Gran Tierra Energy International Holdings Ltd. (GTEIH).

Guidance, Outlook, and Terms

Redemption Terms:

• GTEIH may not redeem the Notes prior to February 15, 2022, except under specific change of control circumstances.
• No sinking fund is provided for the Notes.

Change of Control:

• If a change of control occurs, holders may require GTEIH to repurchase the Notes at 101% of the principal amount plus accrued and unpaid interest.

Regulatory Status:

• The Notes are not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.

The filing does not contain forward-looking guidance regarding production volumes, commodity prices, or future capital expenditure plans.

Investor Verification Checklist

• Verify the full text of the Indenture (Exhibit 4.1) for covenants, events of default, and specific change of control definitions.
• Confirm the use of proceeds from the $300 million offering as detailed in the accompanying press release (Exhibit 99.1).
• Review the list of specific subsidiaries acting as Guarantors to assess the scope of the guarantee.
• Check subsequent filings for any updates on the company's liquidity position post-issuance.