GeoPark Receives Consents for Senior Notes Due 2030
News related to:GeoPark Limited · 3 min read
Bogota, Colombia, Sept. 23, 2026 /CourierPR/ -- GeoPark Limited, an energy company with over 20 years of successful operations in Latin America, has announced it has received the requisite consents in connection with its previously announced solicitation of consents from holders of its 8.750% Senior Notes due 2030. The consent solicitation was made pursuant to a Consent Solicitation Statement, dated September 15, 2026 (as amended, supplemented or otherwise modified).
The proposed amendment to the indenture governing the Notes aims to include Jaime Gilinski Bacal and his Immediate Family Members, as well as the former spouses, heirs, or lineal descendants of any of the foregoing, and any Affiliate of any of the foregoing, under the definition of "Permitted Holders." This change is significant as Jaime Gilinski Bacal, through affiliated entities, has recently purchased approximately 28% of GeoPark's issued and outstanding common shares. The company's recent strategic entry into Venezuela through the Bare field, a large-scale producing heavy oil asset located in the Orinoco Heavy Oil Belt, was led by Grupo Gilinski. GeoPark is acquiring Grupo Gilinski’s 95% interest in the holding company through which the Bare opportunity is held in exchange for newly issued common shares. The proposed transaction has not yet closed and remains subject to certain conditions.
Upon completion of the share issuance, Grupo Gilinski is expected to hold approximately 56.3% of GeoPark’s issued and outstanding common shares. According to the Indenture, a "Change of Control" will generally not be triggered by the consummation of a transaction that results in a Permitted Holder becoming the beneficial owner of more than 50% of the outstanding shares. However, if a Change of Control occurs, the Company is required to make an Offer to Purchase for all of the outstanding Notes.
GeoPark has been advised that it has received consents from holders of a majority of the aggregate principal amount of the Notes (not including Notes held by the Company or any of its affiliates). In connection with the receipt of these consents, the Company expects to execute a supplemental indenture to the Indenture to effect the Proposed Amendment with respect to the Notes on September 29, 2026. The Company will make a cash payment equal to $2.50 per $1,000 principal amount of Notes to holders of the Notes on the applicable record date that delivered their consents prior to September 23, 2026 at 5:00 p.m., New York City time. The Company expects to pay the Consent Fee on September 29, 2026. No Consent Fee will be paid to any holder of the Notes unless such holder delivered (and did not revoke) a consent in accordance with the terms of the Consent Solicitation Statement prior to the Expiration Time.
Banco BTG Pactual S.A., Cayman Branch acted as solicitation agent for the Consent Solicitation, and D.F. King & Co., Inc. acted as the information agent, tabulation agent, and paying agent for the Consent Solicitation. Neither the Consent Solicitation nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
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 consent solicitation, the acquisition of common shares by Jaime Gilinski Bacal and Grupo Gilinski, and the proposed major strategic entry into Venezuela through the Bare field. 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.