The exchange offer included the issuance of new senior secured notes due 2029

Davis Polk advised the lead dealer managers and solicitation agents in connection with a Rule 144A / Regulation S exchange offer by Gran Tierra Energy Inc. (GTE) to exchange $247 million of 6.250% senior notes due 2025 issued by GTE’s wholly owned subsidiary Gran Tierra Energy International Holdings Ltd. and $276 million of 7.750% senior notes due 2027 issued by GTE for cash and $488 million of GTE’s new 9.500% senior secured amortizing notes due 2029. We also advised the dealer managers and solicitation agents with respect to the related solicitations of consents from the holders of the existing notes to amend the indentures governing such notes. The new notes are unconditionally guaranteed by certain subsidiaries of GTE organized under the laws of Switzerland and are secured by the equity interests of the Swiss guarantors.

Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy Inc. is an international exploration and production company focused on international oil and gas exploration and production with assets currently in Colombia and Ecuador.

The Davis Polk capital markets team included partners Pedro J. Bermeo and Stephen A. Byeff and associates Juan Diego Tibaduiza, Courtney Clark and Vivian Liu. Partner Lucy W. Farr and associates Constance Zhang and Dmitry Dobrovolskiy provided tax advice. The environmental team included counsel David A. Zilberberg. All members of the Davis Polk team are based in the New York office.

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