GeoPark Ltd

GeoPark agreed to buy 100% of Frontera Petroleum International Holdings B.V., Frontera Energy's Colombian oil and gas assets (17 blocks), for US$375 million cash plus up to US$25 million contingent on development milestones. It would also assume Frontera's US$310 million 7.875% 2028 notes and US$79 million net under a prepayment facility, with funding from cash and a Vitol prepayment facility (up to US$500 million, US$330 million committed) and no equity issuance. GeoPark says this would add about 99 mmboe of 1P and 147 mmboe of 2P reserves and target pro forma production above 90,000 boepd by 2028. It is a new Colombian deal after the cancelled Repsol purchase, subject to regulatory approvals and closing conditions. The CEO is now named as Felipe Bayon, replacing Andrés Ocampo in the context.

business combination

GeoPark completed the US$550 million 2030 notes (8.750% coupon, issued at 100%, maturing January 31, 2030, rated B+ by S&P and Fitch) and used part of the proceeds to repurchase US$405.3 million of the 2027 notes. It intends to repay the prepayment amounts linked to the Vaca Muerta acquisition with the remainder. Pro forma, US$94.7 million of 2027 notes stay outstanding and average debt life extends to 4.6 years. This resolves the January refinancing and tender thread; the final tendered amount (US$405.3M) is lower than the US$412.8M reported on January 28.

debt financing

GeoPark priced US$550 million of 8.750% senior notes due 2030, guaranteed by GeoPark Colombia S.L.U., GeoPark Colombia S.A.S. and GeoPark Argentina S.A., with settlement expected January 31, 2025. Proceeds are to buy back the 2027 notes in the tender, repay up to US$152.0 million under the offtake and prepayment agreement, and the rest goes to general purposes including capex. This answers the size and pricing left open in the January 21 filing.

debt financing

GeoPark proposed a new offering of senior notes and launched a cash tender offer for any and all of its US$500 million 5.500% notes due 2027, at US$1,000 per US$1,000 of principal plus accrued interest, expiring January 27, 2025 and conditional on the new financing. It plans to use the new-note proceeds to buy the 2027 notes, repay up to US$152.0 million of prepayments under an offtake and prepayment agreement, and use any remainder for general corporate purposes including capex. This is a new refinancing of the notes whose terms were loosened by the June 2022 consent; the size and pricing of the new notes are not yet stated.

debt financing

Repsol's partner in SierraCol Energy Arauca exercised its preemptive right over 25% of Repsol's interest there, and GeoPark and Repsol mutually agreed not to proceed with the November 29, 2024 transaction at all. This resolves the Repsol Colombia acquisition thread: it is called off, so the planned purchase (about $530 million at full scope) will not happen. GeoPark says it remains committed to pursuing disciplined growth.

business combination

Ecopetrol, operator of CPO-9, exercised its preemptive right to acquire Repsol Colombia O&G Limited, so GeoPark cannot proceed with the CPO-9 part of the Repsol deal. The Llanos Norte (SierraCol) 25% interest part was still open because Repsol's partners could still exercise their rights. This partly contradicts the November 29 agreement and continues that thread.

business combination

GeoPark signed purchase agreements with Repsol to buy its Colombian upstream assets: 100% of Repsol Colombia O&G Limited (45% non-operated WI in the CPO-9 block, operated by Ecopetrol) and Repsol's 25% interest in SierraCol Energy Arauca (Llanos Norte). Together they produced about 16,000 boepd net to Repsol as of September 2024. The price at full scope is about $530 million, funded by cash and debt including a non-recourse debt facility of up to $345 million arranged by Macquarie. The deal depends on conditions including partners waiving preemptive rights, and the filing says there is no assurance it will be completed.

business combination

GeoPark signed an agreement with Phoenix Global Resources (a Mercuria subsidiary) to buy non-operated stakes in four Vaca Muerta blocks in Argentina: 45% in Mata Mora Norte (producing) and Mata Mora Sur, and 50% in Confluencia Norte and Sur. It will pay $190 million upfront, fund up to $113 million gross of exploration commitments over two years, pay $11 million for midstream capacity, and a $10 million bonus contingent on Confluencia results. Closing is expected before the end of 3Q2024, pending regulatory approvals. The upfront payment will come from cash and a partial draw on an existing oil prepayment facility, and GeoPark says pro forma net debt to Adjusted EBITDA should not exceed 1.1x. This returns GeoPark to Argentina after it sold its small Argentine blocks in January 2022.

business combination

GeoPark said it intends to fully redeem the remaining 6.500% 2024 notes, $67,124,000 in principal, on September 21, 2022 at 101.625% of face value plus accrued interest. This would finish retiring the notes it partly bought back in the April 2021 tender and later in 2022. The company's debt then rests on the $500 million 2027 notes, per the earlier context. Also, the CFO signing this filing is Verónica Dávila rather than Andrés Ocampo.

debt financing

GeoPark received the needed majority consents from 2027 noteholders and expected to sign the amending agreement on June 21, 2022, paying the $10.00 per $1,000 fee on June 27. The changes only take effect once the fee is paid in full. This resolves the 2027 consent solicitation, giving GeoPark more room to pay dividends and buybacks. The same filing's operations update reported a third Ecuador success (Yin 1 in Perico, preliminary test 1,600 bopd; Jandaya, Tui and Yin together about 2,800 bopd gross), Urraca 1 on CPO-5 testing at 308 bopd with a 53% water cut, and the Flamenco 1 well starting. Cash was $100.8 million at May 31, 2022 after the $45 million redemption.

debt financing

GeoPark reported first-quarter 2022 results: revenue up 70% to $249.2 million, net profit $31.0 million, free cash flow $50.3 million, and net debt down to $528.4 million from $573.5 million at end 2021. It also gave notice to redeem $45 million of the 2024 notes, declared a $0.082 per share dividend (about $5.0 million, payable June 10, 2022), and raised 2022 production guidance to 38,500-40,500 boepd and the work program to $200-220 million for 50-55 wells. The Argentine blocks sale closed January 31, 2022, and the Manati (Brazil) sale was not completed by the March 31, 2022 deadline, so GeoPark chose not to extend it and is bringing Manati production back into guidance. This resolves both of those open threads and continues the 2024 notes paydown.

debt financing

GeoPark announced a second Ecuador discovery in 2022, the Tui 1 well in the Perico block (50% WI, non-operated). It tested at 1,240 barrels of oil per day after five days, and the two discoveries together now produce about 2,000 bopd gross. Further testing is needed to confirm stable rates, and GeoPark and partner Frontera are evaluating a possible development drilling plan. This continues the Ecuador exploration thread and the Tui 1 spud planned in the January update.

drilling result

GeoPark announced its first oil and gas discovery in Ecuador, from the Jandaya 1 well in the Perico block (50% WI, non-operated, partner Frontera Energy). Testing showed 890 boepd after five days, and further testing is needed to confirm stable rates and reservoir size. Oil is already being delivered to a pipeline for export sale. This resolves the Jandaya 1 testing thread from the January 19 update.

drilling result

GeoPark's fourth-quarter 2021 update reported 2021 average production of 37,602 boepd and a 2022 self-funded capex plan of $160-180 million for 40-48 wells, with nine rigs running and its first Ecuador well drilled. It plans to use free cash flow for debt reduction and for more dividends and buybacks. The Manati (Brazil) sale, agreed in November 2020 for R$144.4 million, still had unmet conditions with a March 31, 2022 deadline. Three small Argentine blocks are being sold for $16 million, with closing expected in late January 2022. Cash was $100 million at December 31, 2021, and the company has paid down $105 million of debt in 2021.

drilling progress report

GeoPark announced a proposed add-on offering of 5.500% notes due 2027, increasing the existing US$350 million issue. The net proceeds are meant to buy back part of the 2024 notes in the tender offer launched April 6, plus general corporate purposes. This is the financing for that tender offer; pricing and size are not yet stated.

debt financing

GeoPark launched a cash tender offer for up to US$255 million of its US$425 million 6.500% notes due 2024, paying $1,000 per $1,000 of notes, plus an extra $50 for those tendering by April 19, 2021. It is also asking holders to agree to looser terms matching the 2027 notes' indenture, including higher debt and payment limits. The offer is conditional on financing and expires May 3, 2021.

debt financing

GeoPark declared a quarterly cash dividend of $0.0205 per share ($1.25 million total), payable April 13, 2021 to holders on record March 31. The same filing carried full-year 2020 results: revenue $393.7 million, a net loss of $233.0 million after $133.9 million of impairments and $52.7 million of write-offs, and cash of $201.9 million. It also raised the 2021 work program to $130-150 million. Cash dividends and buybacks resumed after the 2020 downturn, and the 2020 results include the Amerisur acquisition (net $272.3 million).

dividend declaration

GeoPark priced US$350 million of 5.500% senior notes due 2027, with settlement expected January 17, 2020. Demand was said to exceed $2 billion, more than six times the amount offered. Proceeds will pay for the Amerisur acquisition and general corporate purposes. UK courts approved the Amerisur deal without condition on January 14, 2020, and no other regulatory conditions remain. This completes the financing announced on January 7.

debt financing

GeoPark said it plans to sell new senior notes to investors, guaranteed by its Chile and Colombia subsidiaries. The money would pay for the already-announced purchase of Amerisur Resources Plc and for general corporate purposes including capital spending. The notes would be redeemed early if the Amerisur deal has not closed by April 30, 2020.

debt financing