GeoPark Announces Extension of Consent Solicitation

Source: www.gulfoilandgas.com 6/14/2022, Location: South America

GeoPark Limited has extended the expiration date of its previously announced solicitation of consents (the “Consent Solicitation”) from the holders of its 5.500% Senior Notes due 2027 (the “2027 Notes”) for the adoption of certain proposed amendments (the “Proposed Amendments”) to the indenture governing the 2027 Notes (the “Indenture”). The Proposed Amendments intend to (i) address the impact of adverse market conditions and related drop in the price of crude oil during 2020 on the Company’s results, which in turn negatively impacted the restricted payments builder basket as currently in effect, and (ii) increase and reset the general restricted payments basket in the Indenture to provide the Company additional restricted payments capacity, giving the Company additional financial flexibility that is aligned to its improved performance beginning in 2021. The Consent Solicitation, which was previously scheduled to expire at 5:00 p.m., New York City time, on June 15, 2022, will now expire at 5:00 p.m., New York City time, on June 17, 2022, unless further extended (as so extended, the “Extended Expiration Time”).

In addition, the Company announced that the consent fee for the Consent Solicitation with respect to the 2027 Notes will be increased so that holders of the 2027 Notes will receive a cash payment equal to $10.00 per $1,000 principal amount of 2027 Notes with respect to which such consents to the Proposed Amendments have been validly delivered prior to the Extended Expiration Time and not validly revoked by such holder.

Finally, the Company announced that it has determined to withdraw and terminate its previously announced solicitation of consents from the holders of its 6.500% Senior Notes due 2024 (the “2024 Notes”). All consents delivered and received with respect to the 2024 Notes will be voided and no payment of any consent fee will be made to any holder of the 2024 Notes.

The terms of the Consent Solicitation are detailed in the Consent Solicitation Statement, dated June 8, 2022 (as amended, supplemented or otherwise modified, the “Consent Solicitation Statement”). No consent fee will be paid to any holder of 2027 Notes for which the requisite consents have been obtained unless such holder delivers a consent and does not revoke such consent in accordance with the terms of the Consent Solicitation Statement prior to the Extended Expiration Time. Holders of the 2027 Notes who have previously delivered consents do not need to redeliver such consents or take any other action in response to this extension and increase in consent fee with respect to the 2027 Notes. Other holders of the 2027 Notes may deliver their consents in accordance with the instructions provided in the Consent Solicitation Statement at or prior to the Extended Expiration Time.

Subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Consent Solicitation at any time or (ii) otherwise amend the Consent Solicitation in any respect, including waiving any or all of the conditions to the Consent Solicitation set forth in the Consent Solicitation Statement, at any time and from time to time. The Company further reserves the right, in its sole discretion, not to accept any deliveries of consents with respect to the 2027 Notes. The Company is making the Consent Solicitation only in those jurisdictions where it is legal to do so.

Credit Suisse Securities (USA) LLC is acting as solicitation agent for the Consent Solicitation and can be contacted at Credit Suisse Securities (USA) LLC, Attn: Liability Management Group, Collect: (212) 538-2147 or U.S. Toll Free: (800) 820-1653, with questions regarding the Consent Solicitation.


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