Gran Tierra Energy Inc. filed a Form 8-K on August 5, 2026, disclosing that it entered into a Share Sale and Purchase Agreement on that same date to sell its Colombia and Ecuador operations to Maurel & Prom Andina for total consideration of $1.33 billion.

Key Highlights

  • Total consideration: The purchase price is $1.33 billion, including cash, assumption of company debt, a prepayment facility, and a note payable 364 days from the date the agreement was executed, subject to adjustment.
  • Assets being sold: The transaction transfers ownership of companies holding Gran Tierra's assets and operations in Colombia and Ecuador, including certain employees, to the purchaser.
  • Remaining operations: Upon completion, Gran Tierra will continue to operate its assets in Canada and Azerbaijan.
  • Termination fee: If the seller terminates to pursue a superior proposal, it must pay the purchaser a termination fee of $50,000,000; if the seller terminates under certain other circumstances, it is entitled to retain a $50,000,000 deposit made by the purchaser upon execution.
  • Board approval: The transaction was unanimously approved by the Gran Tierra Board of Directors, which received a fairness opinion from BofA Securities, Inc.
  • Stockholder vote required: The transaction is subject to approval by Gran Tierra's stockholders, with a proxy statement to be filed and disseminated in due course.
  • Note redemption condition: Closing conditions include redemption of all of the company's outstanding 7.750% Senior Notes due 2027 and assumption by the purchaser of the 9.500% Senior Secured Amortizing Notes Due 2029 and 9.750% Senior Secured Amortizing Notes Due 2031.

Gran Tierra Energy's Colombia and Ecuador Divestiture: Key Deal Terms

According to the filing, Gran Tierra Energy Inc. (NYSE American: GTE), incorporated in Delaware and headquartered in Calgary, Alberta, entered into the Share Sale and Purchase Agreement with Gran Tierra Energy International Holdings GmbH as seller, Etablissements Maurel & Prom S.A. as purchaser guarantor, and Maurel & Prom Andina as purchaser. The seller will sell all issued and outstanding equity interests of Gran Tierra Energy CI GmbH, a Swiss limited liability company, to the purchaser. The total consideration of $1.33 billion is subject to adjustment as described in the agreement.

The filing discloses that closing conditions include obtaining regulatory approvals and clearance from certain bodies in Colombia and Ecuador, a waiver and release under a pre-payment agreement, and the requisite consent from holders of the 9.750% Senior Secured Amortizing Notes Due 2031 related to the assumption of those notes. The agreement also permits termination by either party if a closing condition has not been satisfied on or before the date that is 12 months after the date the agreement was executed. The filing notes that the company has agreed to certain restrictions relating to acquisition proposals with third parties, subject to exceptions for superior proposals where the GTE Board has determined in good faith that not acting would be inconsistent with its fiduciary duties.

The GTE Board unanimously determined that the Sale Transaction "is in the best interests of the Company and its stockholders" and has unanimously recommended that stockholders vote in favor of the transaction, according to the filing. BofA Securities, Inc. provided a fairness opinion stating that, as of the date of such opinion and subject to customary assumptions, qualifications, and limitations, the consideration to be paid was fair from a financial point of view to the company. The company indicated it will file a proxy statement in connection with a special stockholder meeting related to the transaction. The filing states it was also filed as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

What Was Disclosed

Gran Tierra Energy disclosed the execution of a $1.33 billion Share Sale and Purchase Agreement to divest its Colombia and Ecuador operations to Maurel & Prom Andina, subject to stockholder approval, regulatory clearances, and other closing conditions, with the company retaining its Canada and Azerbaijan assets.