GeoPark Limited filed a Form 6-K on November 2, 2026, announcing the completion of its Venezuela Bare Block transaction, including the effectiveness of a 25-year Production Participation Contract and the issuance of 42,135,872 common shares to Panamerican Energy Holdings S.A., a member entity of Grupo Gilinski.

Key Highlights

  • Share issuance completed: GeoPark instructed its transfer agent on October 30, 2026 to issue 42,135,872 common shares to Panamerican Energy Holdings S.A. as consideration for the acquisition.
  • Equity-only consideration: According to the filing, "The acquisition was completed entirely through equity consideration, with no cash acquisition payment by GeoPark, preserving liquidity and balance sheet flexibility."
  • New controlling shareholder: Following the share issuance, Grupo Gilinski will hold approximately 56.3% of GeoPark's outstanding common shares, becoming the company's controlling shareholder.
  • 25-year CPP now effective: The Production Participation Contract for the Bare Block in Venezuela became effective, and GeoPark holds a 65% net participating interest, acting as operator and funding 100% of capital expenditures under approved work programs.
  • Milestone deadline extended: The deadline for achieving milestones that could result in up to 5,421,589 additional shares being issued to Grupo Gilinski has been extended to December 1, 2026.
  • Tender offer required: Grupo Gilinski is required to initiate a tender offer within 90 days of closing for GeoPark shares not held by Grupo Gilinski or its affiliates, at US$12.22 per share, for aggregate consideration of up to US$100 million.
  • Operational takeover in progress: GeoPark reported that approximately 300-400 reactivation wells have been assessed, with operational takeover of the Bare Block targeted before year-end 2026.

GeoPark Completes Venezuela Bare Block Acquisition and Share Issuance

According to the Form 6-K filed with the U.S. Securities and Exchange Commission by GeoPark Limited (NYSE:GPRK), a Latin American independent energy company with more than 20 years of operations across the region, the 25-year Production Participation Contract for the Bare Block in Venezuela became effective following completion of all principal contractual and regulatory milestones. The filing states this was achieved well before the 120-day period established in the contract, including approval of the final Bare Block development and business plan, execution of all complementary agreements with PDVSA Petroleo S.A., and obtaining all required authorizations.

The CPP was established under Venezuela's Organic Hydrocarbons Law, as recently amended, according to the filing. Under the agreement, GeoPark will act as operator, fund 100% of capital expenditures under approved work programs, and hold a 65% net participating interest. The filing notes that the CPP also provides direct commercialization rights, access to critical infrastructure, operational control provisions, and contractual economic protections. GeoPark completed the acquisition of the remaining 95% interest in the CPP holding company, identified in the filing as Energy Assets International S.A., a Panama company, from a subsidiary of Grupo Gilinski.

The filing discloses that Grupo Gilinski may receive up to 5,421,589 additional GeoPark common shares under the Share Purchase Agreement if certain milestones are achieved, which could increase its ownership interest to approximately 58.4%. On the governance side, the filing states that for so long as Grupo Gilinski beneficially owns at least 50% of GeoPark's outstanding common shares, it is entitled to nominate at least five directors to GeoPark's Board, of whom at least two must qualify as independent under applicable law, NYSE rules, and GeoPark's independence criteria. The filing also discloses that if Grupo Gilinski and its affiliates acquire beneficial ownership of more than 70% of outstanding shares, an additional tender offer for all remaining shares would be required within 90 days of crossing that threshold.

What Was Disclosed

GeoPark's Form 6-K reported the completion of its Venezuela Bare Block transaction, including the issuance of 42,135,872 common shares to Panamerican Energy Holdings S.A., the effectiveness of a 25-year Production Participation Contract, the establishment of Grupo Gilinski as controlling shareholder with approximately 56.3% ownership, and a required tender offer at US$12.22 per share for up to US$100 million in aggregate consideration.