GEOPARK ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 5.500% SENIOR NOTES DUE 2027

Rhea-AI Summary

GeoPark (NYSE: GPRK) has announced a cash tender offer to purchase any and all of its outstanding 5.500% Senior Notes due 2027. The tender offer expires at 5:00 p.m., New York City time, on January 27, 2025. The company is offering U.S.$1,000 per U.S.$1,000 of principal amount, plus accrued and unpaid interest.

The tender offer is being made in connection with a proposed offering of new U.S. dollar-denominated senior notes. Notes may be tendered in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 thereafter. The offer is subject to certain conditions, including a Financing Condition, and GeoPark reserves the right to amend or terminate the offer at any time.

Positive

• Full dollar-for-dollar repurchase offer ($1,000 per $1,000 principal)
• Potential debt refinancing through new notes offering indicating active liability management

Negative

• Additional debt issuance through new notes offering may impact company's leverage
• Short tender offer window (6 days) may limit participation

Insights

Fixed Income Analyst

This tender offer for GeoPark's $500 million outstanding 5.500% Senior Notes due 2027 represents a significant debt refinancing initiative. The company is offering to purchase these notes at $1,000 per $1,000 principal amount, essentially at par value. The move appears to be opportunistic, leveraging current market conditions to potentially secure more favorable terms through the planned new notes offering.

The tender's success hinges on the completion of a new dollar-denominated senior notes offering, as indicated by the Financing Condition. This debt restructuring could improve GeoPark's financial flexibility and potentially reduce interest expenses if the new notes come with a lower coupon rate than the current 5.50%. Given rising oil prices and improved market conditions, the timing appears strategic for refinancing.

The short tender window (ending January 27) and the all-or-nothing approach suggest GeoPark is confident in its ability to execute the new notes offering. The minimum denomination requirement of $200,000 indicates this is primarily targeted at institutional investors rather than retail bondholders.

Corporate Finance Strategist

This liability management exercise demonstrates GeoPark's proactive approach to capital structure optimization. With a market cap of $535 million and $500 million in outstanding notes, the company is making a strategic move to reshape its debt profile. The fact that they're offering to purchase at par rather than at a premium suggests confidence in their ability to access markets at potentially better terms.

The engagement of three major investment banks - BTG Pactual, Deutsche Bank and J.P. Morgan - as dealer managers adds credibility to the transaction and suggests strong market support. The tender offer's structure, including the guaranteed delivery option, provides flexibility for institutional investors while maintaining orderly execution.

For a company operating in the volatile oil and gas sector, this refinancing could provide enhanced financial flexibility and potentially extend their debt maturity profile, though the specific terms of the new notes will be important in determining the overall benefit to GeoPark's capital structure.

(CUSIP NOS. 37255B AB5; G38327 AB1 / ISIN NOS. US37255BAB53; USG38327AB13) 

BOGOTÁ, Colombia, Jan. 21, 2025 /PRNewswire/ -- GeoPark Limited ("GeoPark" or the "Company") (NYSE: GPRK), an exempted company incorporated under the laws of Bermuda, today announced the commencement of an offer to purchase for cash any and all of its outstanding 5.500% Senior Notes due 2027 (the "Notes") (the "Tender Offer"). The Tender Offer is being made upon the terms and subject to the conditions (including the Financing Condition (as defined in the Offer to Purchase)) set forth in the offer to purchase dated January 21, 2025 (the "Offer to Purchase") and the notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").

The table below summarizes certain payment terms for the Notes:

Description of Security	CUSIP No.	ISIN	Outstanding Principal Amount as of the Date Hereof	Consideration per U.S.$1,000 Outstanding Principal Amount*
5.500% Senior Notes due 2027	144A: 37255B AB5 Reg S: G38327 AB1	144A: US37255BAB53 Reg S: USG38327AB13	U.S.$500,000,000	U.S.$1,000

*     The Consideration for the Notes will be paid together with accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Settlement Date (as defined below).

The Tender Offer will expire at 5:00 p.m., New York City time, on January 27, 2025, or any other date and time to which GeoPark extends the Tender Offer (such date and time, as it may be extended, the "Expiration Time"). Holders of Notes must validly tender their Notes (or, where applicable, Notices of Guaranteed Delivery) at or prior to the Expiration Time and not validly withdraw them at or prior to the applicable Withdrawal Deadline (as defined in the Offer to Purchase) in order to be eligible to receive the Consideration (as defined in the Offer to Purchase) plus accrued and unpaid interest for such Notes. Tendered Notes may be validly withdrawn at any time at or prior to the Withdrawal Deadline but not thereafter.

Notes may be tendered and accepted for payment in principal amounts equal to minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Holders who tender less than all of their Notes must continue to hold Notes in at least the minimum authorized denomination of U.S.$200,000 principal amount. No alternative, conditional or contingent tenders will be accepted.

The obligation of GeoPark to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including, without limitation, the Financing Condition, described in the Offer Documents. GeoPark reserves the right, in its sole discretion, to amend or terminate the Tender Offer at any time.

The Tender Offer is being made in connection with a proposed offering of U.S. dollar denominated senior notes (the "New Notes") to be issued by GeoPark (the "Proposed New Notes Offering"). The Proposed New Notes Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.

The information and tender agent for the Tender Offer is Sodali & Co. Requests for documentation and questions regarding the Tender Offer can be directed to Sodali & Co. at its telephone numbers +1 203 658 9457 and +44 20 4513 6933, or by email at GeoPark@investor.sodali.com.

Copies of each of the Offer Documents are available from the tender offer website (the "Tender Offer Website"): https://projects.sodali.com/geopark, subject to eligibility confirmation and registration.

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The dealer managers for the Tender Offer are:

Banco BTG Pactual S.A. – Cayman Branch 601 Lexington Avenue, 57th Floor New York, NY 10022 United States Attn: Debt Capital Markets E-mail: OL-DCM@btgpactual.com	Deutsche Bank Securities Inc. 1 Columbus Circle New York, NY 10019 United States Attention: Liability Management Group	J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 United States Attn: Latin America Debt Capital Markets
Collect: +1 (212) 293-4600	Collect: +1 (212) 250-2955 Toll-Free: +1 (866) 627-0391	Collect: +1 (212) 834-7279 Toll Free: +1 (866) 846-2874

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the Notice of Guaranteed Delivery. None of GeoPark, the dealer managers or the information and tender agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer.

For further information, please contact:

INVESTORS:

Maria Catalina Escobar Shareholder Value and Capital Markets Director	mescobar@geo-park.com
Miguel Bello Investor Relations Officer	mbello@geo-park.com
Maria Alejandra Velez Investor Relations Leader	mvelez@geo-park.com

MEDIA:

Communications Department

communications@geo-park.com

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are preceded by words such as "believes," "expects," "may," "anticipates," "plans," "intends," "assumes," "will" or similar expressions. The forward-looking statements contained herein include statements about the tender offer for the  notes due 2027, the Company's notes offering and its intended use of proceeds therefrom. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, GeoPark's business and operations involve numerous risks and uncertainties, many of which are beyond the control of GeoPark, which could result in GeoPark's expectations not being realized or otherwise materially affect the financial condition, results of operations and cash flows of GeoPark. Some of the factors that could cause future results to materially differ from recent results or those projected in forward-looking statements are described in GeoPark's filings with the United States Securities and Exchange Commission.

The forward-looking statements are made only as of the date hereof, and GeoPark does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.

View original content:https://www.prnewswire.com/news-releases/geopark-announces-commencement-of-cash-tender-offer-for-any-and-all-of-its-outstanding-5-500-senior-notes-due-2027--302356197.html

SOURCE GeoPark

FAQ

What is the tender offer price for GeoPark's (GPRK) 2027 Senior Notes?

GeoPark is offering U.S.$1,000 per U.S.$1,000 of principal amount, plus accrued and unpaid interest for the 5.500% Senior Notes due 2027.

When does GeoPark's (GPRK) tender offer expire?

The tender offer expires at 5:00 p.m., New York City time, on January 27, 2025, unless extended by GeoPark.

What is the minimum tender amount for GeoPark's (GPRK) 2027 Notes?

The minimum tender amount is U.S.$200,000 principal amount, with integral multiples of U.S.$1,000 thereafter.

What is the total outstanding amount of GeoPark's (GPRK) 2027 Notes being tendered?

The total outstanding principal amount of the 5.500% Senior Notes due 2027 being tendered is U.S.$500,000,000.

Is GeoPark (GPRK) planning to issue new notes in connection with the tender offer?

Yes, GeoPark is planning to issue new U.S. dollar-denominated senior notes in connection with the tender offer.