GRAN TIERRA ENERGY INC. 8-K

What Happened

• Gran Tierra Energy Inc. announced on March 2, 2026 that it issued US$11,717,000 of additional 9.750% Senior Secured Amortizing Notes due 2031 in exchange for an equal principal amount of its 9.500% Senior Secured Amortizing Notes due 2029. The additional notes form a single series with the February 18, 2026 issuance, bringing total Notes outstanding to US$503,570,000. The Additional Notes accrue interest at 9.75% per year from March 2, 2026 and pay interest semi‑annually on April 15 and October 15 (first payment Oct 15, 2026).

Key Details

• Amount exchanged/issued: US$11,717,000; total Notes outstanding after issuance: US$503,570,000.
• Maturity and amortization: maturity April 15, 2031; principal amortizes in three installments — 15.0% on Oct 15, 2029; 15.0% on Oct 15, 2030; remaining balance at maturity.
• Security and guarantees: Notes are senior secured, guaranteed by certain subsidiaries and secured by a first‑lien priority interest in the capital stock of certain subsidiary guarantors. Trustee: U.S. Bank Trust Company, N.A.
• Transaction structure and eligibility: Additional Notes were issued in a private exchange to holders believed to be “qualified institutional buyers” under Rule 144A, and to non‑U.S. persons in offshore (Regulation S) transactions (also using certain Canadian prospectus exemptions).

Why It Matters

• For investors, this filing signals the company has replaced a portion of its 2029 notes with longer‑dated 2031 notes at a higher coupon (9.75%), increasing scheduled interest costs and extending debt maturity for that exchanged principal. The amortizing schedule reduces future principal outstanding in 2029 and 2030 per the stated installments. The Notes include typical covenants limiting additional indebtedness, liens, dividends, asset sales and related‑party transactions, and provide holders a change‑of‑control repurchase right at 101% of principal, which are protections and constraints that can affect Gran Tierra’s financial flexibility.