Gran Tierra note exchange hits 89% early uptake

Executive Summary

• Gran Tierra Energy Inc. announced early participation results for its exchange offer of existing 9.500% senior secured amortizing notes due 2029 for new 9.750% senior secured amortizing notes due 2031.
• As of the early participation deadline (Feb 11, 2026), $636.74 million (approx. 88.89% of total outstanding) of existing notes were validly tendered, satisfying the 80% minimum condition for acceptance.
• The company has executed a supplemental indenture to eliminate restrictive covenants and release collateral, which becomes operative upon consummation of the exchange.
• Early participants receive a $50 premium per $1,000 note, paid partly in cash ($125M total pool) and partly in new notes; late participants receive only new notes with no cash consideration.

Key Details

• Tender Volume: $636.74 million (U.S.) aggregate principal amount of existing notes tendered, representing 88.89% of the total outstanding.
• Consent Solicitation: Consents received from holders representing at least 66.66% of existing notes, satisfying the threshold to adopt proposed amendments to the indenture.
• Indenture Amendments:
  • Elimination of substantially all restrictive covenants and associated events of default.
  • Release of collateral securing the existing notes.
  • Amendment of certain defined terms and covenants.
• Early Participation Consideration (Deadline: Feb 11, 2026):
  • Total consideration: $1,000 (U.S.) per $1,000 (U.S.) of existing notes.
  • Includes a $50 (U.S.) early participation premium.
  • Cash Component: $125.0 million (U.S.) aggregate cash consideration pool.
  • Pro Rata Cash Calculation: Assuming full acceptance of tendered notes, holders receive approximately $196.31 (U.S.) in cash and $803.69 (U.S.) in new notes per $1,000 tendered.
  • Minimum Denomination: New notes must be at least $200,000 (U.S.); tenders resulting in less will be rejected unless re-tendered after the early deadline.
• Late Participation Consideration (Feb 12, 2026 – Feb 27, 2026):
  • Exchange rate: $1,000 (U.S.) new notes for each $1,000 (U.S.) existing notes.
  • No cash consideration is paid for late tenders.
  • Tenders rejected due to minimum denomination rules during the early period can be re-tendered in the late period to receive the full $1,000 in new notes.
• Settlement Dates:
  • Early Settlement Date: February 18, 2026.
  • Final Expiration: 5 p.m. ET on February 27, 2026.
  • Expected Settlement for Late Tenders: March 2, 2026.
• Conditions to Exchange:
  • Non-occurrence of events prohibiting consummation.
  • Minimum tender of 80% of existing notes (satisfied).
  • Successful incurrence of new indebtedness with net proceeds sufficient to pay cash consideration (expected to be satisfied by early settlement date).
• Interest Treatment: Accrued interest on existing notes is paid in cash up to the settlement date, less accrued interest on new notes from the early settlement date to the settlement date. Interest ceases to accrue on the settlement date.
• Proceeds: The company receives no cash proceeds from the issuance of new notes; existing notes will be cancelled.

Notable Quotes

• None provided in the text.