GeoPark Ltd SC TO-I/A, filed Apr 11, 2024
GeoPark Ltd (GPRK)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
GEOPARK LIMITED
(Name of Subject Company (Issuer) and Filing Person (Offeror))
COMMON SHARES, PAR VALUE U.S.$0.001 PER SHARE
(Title of Class of Securities)
G38327105
(CUSIP Number of Class of Securities)
Mónica Jiménez González
Chief Strategy, Sustainability and Legal Officer
GeoPark Limited
Calle 94 N° 11-30, 8o floor
Bogotá, Colombia
Phone: +57 1 743 2337
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Maurice Blanco, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Phone: (212 ) 450-4000
Fax: (212) 701-5800
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement relates:
☐ third-party tender offer subject to Rule 14d-1.
☒ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2024, as amended and supplemented by Amendment No. 1 filed with the SEC on March 28, 2024 (as supplemented or amended from time to time, the “Schedule TO”), by GeoPark Limited (the “Company”), an exempted company limited by shares incorporated under the laws of Bermuda, in relation to the Company’s offer (the “Offer”) to purchase for cash up to an aggregate amount of U.S.$50,000,000 of its common shares, par value U.S.$0.001 per share, at a purchase price not greater than U.S.$10.00 nor less than U.S.$9.00 per share, in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 20, 2024 (as supplemented or amended from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as supplemented or amended from time to time, the “Letter of Transmittal”).
This Amendment No. 2 is being filed to amend and supplement certain provisions of the Schedule TO and the Exhibits thereto. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged. This Amendment No. 2 should be read in conjunction with the Schedule TO and the Exhibits thereto. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO and the Exhibits thereto.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 6 of the Schedule TO is hereby supplemented with the following:
(c) On April 11, 2024, the Company furnished a report on Form 6-K announcing that it had submitted a binding offer to acquire a non-operated working interest in unconventional blocks in the Neuquen Basin in Argentina. As of the date hereof, the offer has been accepted by the seller and the parties are working on an exclusive basis towards execution of definitive agreements. The Company expects to sign definitive documentation within the coming weeks, in which case the closing of the transaction would occur in the third quarter of 2024.
ITEM 11. ADDITIONAL INFORMATION.
(c) The list contained under the caption “Incorporation by Reference” in Section 10 (“Certain Information Concerning the Company”) appearing on page 17 of the Offer to Purchase is hereby supplemented to include:
| · | our report on Form 6-K for the month of April 2024 furnished to the SEC on April 11, 2024, relating to the announcement that we have entered into exclusive negotiations for the acquisition of a non-operated working interest in unconventional blocks in the Neuquen Basin in Argentina. |
ITEM 12. EXHIBITS.
Item 12 and the Exhibit Index of the Schedule TO are hereby amended and supplemented by adding the following exhibit:
(a)(1)(H) Press Release dated April 11, 2024.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 11, 2024
| GEOPARK LIMITED | |||
| By: | /s/ Jaime Caballero Uribe | ||
| Name: | Jaime Caballero Uribe | ||
| Title: | Chief Financial Officer | ||
EXHIBIT INDEX
| (a)(1)(A)* | Offer to Purchase dated March 20, 2024. |
| (a)(1)(B)* | Letter of Transmittal. |
| (a)(1)(C)* | Notice of Guaranteed Delivery. |
| (a)(1)(D)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(F)* | Press Release dated March 20, 2024. |
| (a)(1)(G)* | Summary Advertisement. |
| (a)(1)(H)** | Press Release dated April 11, 2024. |
| (a)(5)(A)* | Annual Report on Form 20-F of GeoPark Limited for the year ended December 31, 2023, filed on March 28, 2024 (incorporated by reference to such filing). |
| (a)(5)(B)* | Q4 2023 and FY 2023 Earnings Release issued on March 6, 2024 (incorporated by reference to Exhibit 99.1 to the Company’s Schedule TO-C, as filed with the SEC on March 6, 2024). |
| (b) | Not Applicable. |
| (d)(1)* | GeoPark Limited 2018 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed December 12, 2018). |
| (d)(2)* | GeoPark Limited 2016 Non-Executive Director Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed October 28, 2016). |
| (d)(3)* | Compensation Recoupment Policy. |
| (g) | Not Applicable. |
| (h) | Not Applicable. |
| 107* | Filing Fee Table. |
________________________
| * | Previously filed. |
| ** | Filed herewith. |
Exhibit (a)(1)(H)
FOR IMMEDIATE DISTRIBUTION
GEOPARK ANNOUNCES EXCLUSIVE NEGOTIATIONS
FOR UNCONVENTIONAL BLOCKS IN VACA MUERTA IN ARGENTINA
Bogota, Colombia – April 11, 2024 - GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK), a leading independent Latin American oil and gas explorer, operator, and consolidator, today announced that the Company has submitted a binding offer to acquire a non-operated Working Interest (WI) in unconventional blocks in the Neuquen Basin in Argentina.
As of the date of this release, the offer has been accepted by the seller and the parties are working on an exclusive basis towards execution of definitive agreements.
The potential acquisition is consistent with GeoPark’s strategy of continued expansion in the leading proven oil and gas basins in Latin America. Upon closing, the assets would immediately contribute more than 5,000 net boepd of production. The agreed acquisition price is around $200 million, plus an additional carry of $110 - 120 million (gross), over a two year period, associated to certain exploration activities. GeoPark intends to fund the acquisition through a combination of cash on hand, available credit facilities and new financing. The net debt to Adjusted EBITDA ratio following the transaction is not expected to exceed 1.1x1.
GeoPark expects to sign definitive documentation within the coming weeks, in which case closing of the transaction would occur in 3Q2024. No assurances can be given that the transaction will ultimately be completed, due to regulatory or other reasons. Due to confidentiality terms under the agreement, GeoPark is not able to provide further information to the market on this acquisition until the final documentation is signed, or terminated, as the case may be.
_______________________
1 Considers full-year 2024 pro forma adjusted EBITDA from new assets in Vaca Muerta. The Company is unable to present a quantitative reconciliation of the net debt to Adjusted EBITDA ratio which is a forward-looking non-GAAP measure, because the Company cannot reliably predict certain of its necessary components, such as in the case of Adjusted EBITDA, write-off of unsuccessful exploration efforts or impairment loss on non-financial assets, etc.
| For further information, please contact: | |
| INVESTORS: | |
| Stacy Steimel | ssteimel@geo-park.com |
| Shareholder Value Director | |
| T: +562 2242 9600 | |
| Miguel Bello | mbello@geo-park.com |
| Market Access Director | |
| T: +562 2242 9600 | |
| Diego Gully | dgully@geo-park.com |
| Capital Markets Director | |
| T: +55 21 99636 9658 | |
MEDIA:
| Communications Department |
communications@geo-park.com
|
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GLOSSARY
| 1P | Proven Reserves |
| 2P | Proven plus Probable Reserves |
| 3P | Proven plus Probable plus Possible Reserves |
| boe | Barrels of oil equivalent (6,000 cf marketable gas per bbl of oil equivalent). Marketable gas is defined as the total gas produced from the reservoir after reduction for shrinkage resulting from field separation; processing, including removal of nonhydrocarbon gas to meet pipeline specifications; and flare and other losses but not from fuel usage |
| boepd | Barrels of oil equivalent per day |
| bopd | Barrels of oil per day |
| mboed | Thousands of barrels of oil equivalent per day |
| mmboe | Millions of barrels of oil equivalent |
| PRMS | Petroleum Resources Management System |
| WI | Working Interest |
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NOTICE
Additional information about GeoPark can be found in the Invest with Us section of the website at www.geo-park.com
The reserve estimates provided in this release are estimates only, and there is no guarantee that the estimated reserves will be recovered. Actual reserves may eventually prove to be greater than, or less than, the estimates provided herein. Statements relating to reserves are by their nature forward-looking statements.
Gas quantities estimated herein are reserves to be produced from the reservoirs, available to be delivered to the gas pipeline after field separation prior to compression. Gas reserves estimated herein include fuel gas.
Rounding amounts and percentages: Certain amounts and percentages included in this press release have been rounded for ease of presentation. Percentage figures included in this press release have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this press release may vary from those obtained by performing the same calculations using the figures in the financial statements. In addition, certain other amounts that appear in this press release may not sum due to rounding.
Oil and gas production figures included in this release are stated before the effect of royalties paid in kind, consumption and losses.
All evaluations of future net revenue contained in the D&M Reports are after the deduction of cash royalties, development costs, operating expenses, production and profit taxes, fees, earn out payments, well abandonment costs, and country income taxes from the future gross revenue. It should not be assumed that the estimates of future net revenues presented in the tables represent the fair market value of the reserves. The actual production, revenues, taxes and development, and operating expenditures with respect to the reserves associated with the Company's properties may vary from the information presented herein, and such variations could be material. In addition, there is no assurance that the forecast price and cost assumptions contained in the D&M Report will be attained, and variances could be material.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as ‘‘anticipate,’’ ‘‘believe’’, ‘‘could,’’ ‘‘expect,’’ ‘‘should,’’ ‘‘plan,’’ ‘‘intend,’’ ‘‘will,’’ ‘‘estimate’’ and ‘‘potential,’’ among others.
Forward-looking statements that appear in a number of places in this press release include, but are not limited to, statements regarding the intent, belief or current expectations, regarding various matters including this acquistion and the reserves and debt ratios following the acquisition. Forward-looking statements are based on management’s beliefs and assumptions, and on information currently available to the management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors.
Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. For a discussion of the risks facing the Company which could affect whether these forward-looking statements are realized, see the Company’s filings with the U.S. Securities and Exchange Commission (SEC).
This press release contains a number of oil and gas metrics, including NPV after tax per share, reserve life index, net debt-adjusted NPV per share, etc., which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included herein to provide readers with additional measures to evaluate the Company's performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.
Information about oil and gas reserves: The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proven, probable and possible reserves that meet SEC definitions for such terms. GeoPark uses certain terms in this press release, such as "PRMS Reserves" that SEC guidelines do not permit GeoPark from including in filings with the SEC. As a result, the information in the Company’s SEC filings with respect to reserves will differ significantly from the information in this press release. NPV10 after tax for PRMS 1P, 2P and 3P reserves is not a substitute for the standardized measure of discounted future net cash flows for SEC proved reserves.
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