UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November
14, 2008
GRAN
TIERRA ENERGY INC.
(Exact
name of Registrant as specified in its charter)
|
Nevada
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98-0479924
|
|
(State
or other jurisdiction of incorporation)
|
(I.R.S.
Employer Identification
No.)
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Commission
file number:
000-52594
300,
611
- 10th Avenue S.W.
Calgary,
Alberta, Canada T2R 0B2
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (403)
265-3221
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Voting
and Exchange Trust Agreement
In
connection with the completion of the combination of Gran Tierra Energy Inc.,
a
Nevada corporation (“Gran
Tierra”),
and
Solana Resources Limited (“Solana”),
an
oil and gas exploration and production company, as described further under
Item
2.01 below, on November 14, 2008, Gran Tierra, Gran Tierra Exchangeco Inc.,
a
Canadian subsidiary of Gran Tierra (“Exchangeco”),
and
Computershare Trust Company of Canada, as trustee (the “Trustee”),
entered into a Voting and Exchange Trust Agreement (the “Exchange
Agreement”).
Pursuant to the Exchange Agreement, Gran Tierra issued a share of special voting
stock (the “Special
B Voting Stock”)
to the
Trustee to be held for and on behalf of the registered holders of shares of
the
common stock of Exchangeco (such shares referred to herein as the “GTE-Solana
Exchangeable Shares”
and
such registered holders thereof referred to herein as the “Beneficiaries”
and
each a “Beneficiary”).
The
Trustee, for the use and benefit of the Beneficiaries, is entitled to all of
the
voting rights of the Special B Voting Stock, including the right to vote in
person or by proxy Gran Tierra’s Special B Voting Stock on any matters,
questions, proposals or propositions that may properly come before the
stockholders of Gran Tierra at a meeting of the stockholders of Gran Tierra
or
in connection with a consent of the stockholders of Gran Tierra (the
“Voting
Rights”).
The
Voting Rights will be exercised by the Trustee on the basis of instructions
received from the Beneficiaries entitled to instruct the Trustee with respect
to
a meeting or consent of the stockholders of Gran Tierra. Each Beneficiary is
entitled to instruct the Trustee to cast and exercise one of the votes
comprising the Voting Rights for each GTE-Solana Exchangeable Share held as
of
the applicable record date. To the extent that no instructions are received
from
a Beneficiary, the Trustee may not exercise the Voting Rights with respect
to
such GTE-Solana Exchangeable Shares. Gran Tierra will communicate to the Trustee
and each of the Beneficiaries in the same manner as Gran Tierra communicates
to
holders of Gran Tierra’s common stock, par value $0.001, with respect to a
meeting or consent of the stockholders of Gran Tierra, and will deliver to
the
Trustee and each Beneficiary all proxy materials, information statements and
other written communications that are distributed from time to time to holders
of Gran Tierra’s common stock. Each Beneficiary is also entitled to attend any
meeting of the stockholders of Gran Tierra and personally exercise the Voting
Rights to which such Beneficiary is entitled.
The
Exchange Agreement grants the Trustee, for the use and benefit of the
Beneficiaries, the right (the “Exchange
Right”)
to
require Gran Tierra to purchase from such Beneficiary all or any part of the
GTE-Solana Exchangeable Shares held by such Beneficiary upon the occurrence
and
during the continuance of an Insolvency Event (defined generally as the
institution of a proceeding to have Exchangeco adjudicated as bankrupt,
insolvent or to be wound up, and the failure by the Exchangeco to contest in
good faith any such proceeding within 30 days of becoming aware thereof). The
purchase price payable for each GTE-Solana Exchangeable Share purchased by
Gran
Tierra under the Exchange Right equals the market price of a share of Gran
Tierra’s common stock on the business day before the purchase of such GTE-Solana
Exchangeable Share, plus the full amount of all declared and unpaid dividends
on
such Exchangeable Share (the “Exchangeable
Share Purchase Price”).
The
Exchangeable Share Purchase Price is payable only by Gran Tierra delivering
or
causing to be delivered to the relevant Beneficiary one share of Gran Tierra’s
common stock for each GTE-Solana Exchangeable Share purchased plus a cash amount
equal to the amount of all accrued and unpaid dividends on such GTE-Solana
Exchangeable Share (the “Exchange
Consideration”).
The
Trustee may only exercise the Exchange Right on the basis of instructions
received from Beneficiaries entitled to instruct the Trustee as to the exercise
thereof and only upon receipt of the GTE-Solana Exchangeable Shares to be
exchanged by each Beneficiary. To the extent that no instructions are received
from a Beneficiary with respect to the Exchange Right, the Trustee will not
exercise or permit the exercise of the Exchange Right.
The
Exchange Agreement also grants the Trustee, for the use and benefit of the
Beneficiaries, an automatic right (the “Automatic
Exchange Right”)
to
exchange the GTE-Solana Exchangeable Shares for shares of Gran Tierra’s common
stock upon the occurrence of a Liquidation Event (defined generally as a
voluntary liquidation, dissolution or winding up of Gran Tierra or a threatened
or instituted proceeding to effect the same). Under the Automatic Exchange
Right, Gran Tierra will purchase, immediately prior to the effective date of
a
Liquidation Event, all of the then outstanding GTE-Solana Exchangeable Shares
at
the Exchangeable Share Purchase Price payable in the Exchange
Consideration.
The
above
description is qualified in its entirety by reference to the Exchange Agreement,
which is attached hereto as Exhibit 10.1.
Support
Agreement
In
addition to the Exchange Agreement, and in connection with the combination
of
Gran Tierra and Solana, as described further under Item 2.01 below, on November
14, 2008, Gran Tierra, Gran Tierra Callco ULC (“Callco”)
and
Exchangeco entered into a Support Agreement (the “Support
Agreement”).
Pursuant to the Support Agreement, Gran Tierra made the following covenants
for
so long as any GTE-Solana Exchangeable Shares not owned by Gran Tierra remain
outstanding: (i) Gran Tierra will not declare or pay any dividends on Gran
Tierra’s common stock unless Exchangeco is able to declare and pay and
simultaneously declares or pays, as the case may be, an equivalent dividend
on
the GTE-Solana Exchangeable Shares; (ii) Gran Tierra will advise Exchangeco
in
advance of the declaration of any dividend on Gran Tierra’s common stock and
ensure that the declaration date, record date and payment date for dividends
on
the GTE-Solana Exchangeable Shares are the same as those for Gran Tierra’s
common stock; (iii) Gran Tierra will ensure that the record date for any
dividend declared on Gran Tierra’s common stock is not less than 10 days after
the declaration date of such dividend; (iv) Gran Tierra will take all actions
and do all things reasonably necessary or desirable to enable and permit
Exchangeco to make any required payments to the holders of and to perform its
obligations with respect to the GTE-Solana Exchangeable Shares; (v) Gran Tierra
will take all actions and do all things reasonably necessary or desirable to
enable and permit Callco to perform its obligations with respect to the
GTE-Solana Exchangeable Shares, including the reservation of the requisite
number of Gran Tierra common shares; and (vi) Gran Tierra will not exercise
its
vote as a stockholder of Exchangeco to initiate the voluntary liquidation,
dissolution or winding up of Exchangeco nor take any action that is designed
to
result in the liquidation, dissolution or winding up of Exchangeco.
Under
the
terms of the Support Agreement, upon notice from Exchangco or Callco of an
event
requiring the delivery of Gran Tierra common shares to any holder of GTE-Solana
Exchangeable Shares, Gran Tierra will deliver the requisite number of common
shares as Exchangeco or Callco shall direct and such common shares will be
fully
paid and non-assessable, free and clear of any lien, claim or encumbrance,
when
issued. Gran Tierra will further ensure that any applicable registration or
qualification requirements are satisfied before the common shares are issued
and
delivered by Gran Tierra, such that the common shares may be freely traded
thereafter, and will use reasonable best efforts to ensure that the common
shares so delivered remain duly registered, qualified or approved under United
States or Canadian law, as applicable, and remain listed for trading on all
stock exchanges on which outstanding shares of Gran Tierra common stock are
listed for trading at such time.
The
Support Agreement further provides that, without the prior approval of
Exchangeco and the holders of GTE-Solana Exchangeable Shares, Gran Tierra will
not issue or distribute: (i) additional shares of Gran Tierra’s common stock by
way of a stock dividend or other distribution, subject to certain exceptions;
(ii) rights, options or warrants or other rights to subscribe for or to purchase
Gran Tierra’s common stock, or securities exchangeable for or convertible into
or carrying rights to acquire Gran Tierra’s common stock; (iii) any class of
securities of Gran Tierra other than its common stock (other than shares
convertible into or exchangeable for carrying rights to acquire Gran Tierra’s
common stock); (iv) rights, options or warrants to acquire securities of Gran
Tierra other than its common stock; (v) evidences of indebtedness of Gran
Tierra; or (vi) other assets of Gran Tierra, to all or substantially all holders
of Gran Tierra’s common stock, nor change Gran Tierra’s common stock (a) into a
lesser number of shares by subdivision; (b) into a greater number of shares
by
consolidation; or (c) to otherwise reclassify or change such common shares
or to
effect a change of control transaction affecting the common shares (each a
“Change”),
unless the same or an economically equivalent distribution on or Change to
the
GTE-Solana Exchangeable Shares (or in the rights of the holders thereof) is
made
simultaneously on a per share basis.
Tender
Offers
Pursuant
to the Support Agreement, in the event of any proposed tender offer, share
exchange offer, issuer bid, take-over bid or similar transaction with respect
to
Gran Tierra’s common stock which is proposed by or to Gran Tierra or its
stockholders and is recommended by Gran Tierra’s board of directors, or is
otherwise effected or to be effected with the consent or approval of Gran
Tierra’s board of directors, and in connection with which the GTE-Solana
Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco or
Gran Tierra, Gran Tierra will use reasonable best efforts to enable holders
of
GTE-Solana Exchangeable Shares to participate in such transaction to the same
extent and on an economically equivalent basis as the holders of Gran Tierra’s
common stock, and to ensure that holders of GTE-Solana Exchangeable Shares
may
participate in such transaction without being required to exchange their
GTE-Solana Exchangeable Shares for common stock of Gran Tierra, or if such
exchange is required, to ensure that such exchange is only effective upon the
closing of such transaction.
Prior
Relationship of the Parties
Gran
Tierra and Solana have had prior relations as described in Item 2.01
below.
The
above
description is qualified in its entirety by reference to the Support Agreement,
which is attached hereto as Exhibit 10.2.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
Closing
On
November 14, 2008 (the “Closing
Date”),
Gran
Tierra completed its acquisition of all of the outstanding shares of common
stock of Solana pursuant to the terms and conditions of the previously filed
Arrangement Agreement, dated July 28, 2008, as amended by Amendment No. 1 to
the
Arrangement Agreement, dated September 5, 2008, and Amendment No. 2 to the
Arrangement Agreement, dated October 9, 2008 (the “Arrangement
Agreement”),
by
and among Gran Tierra, Exchangeco, and Solana (such acquisition referred to
herein as the “Arrangement”).
The
transactions contemplated by the Arrangement Agreement were effected through
a
court-approved plan of arrangement in Canada (the “Plan
of Arrangement”).
The
Court of Queen’s Bench of Alberta issued its Final Order approving the Plan of
Arrangement on the Closing Date.
Stockholder
Approval
The
Arrangement Agreement and the Plan of Arrangement were adopted and approved
in a
special meeting of the shareholders of Solana on November 14, 2008 (the
“Solana
Special Meeting”),
and
proposals for, among other things, the issuance of common stock to be issued
in
connection with the Arrangement and an amendment to the articles of
incorporation in furtherance of the Arrangement, were approved at a special
meeting of Gran Tierra’s stockholders held on November 14, 2008 (the
“Gran
Tierra Special Meeting”).
Consideration
to Solana Shareholders
Under
the
terms of the Arrangement Agreement, Solana shareholders received either (i)
0.9527918 of a share of Gran Tierra common stock or (ii) 0.9527918 of a
GTE-Solana Exchangeable Share, which may be exchanged for one share of Gran
Tierra common stock at the election of the holder for a period of five years
following the Closing Date, after which it will automatically convert into
a
share of Gran Tierra common stock. Solana optionholders received either: (i)
Solana common shares pursuant to a cashless exercise of their options, which
were then exchanged pursuant to the Arrangement Agreement for either Gran Tierra
common stock or GTE-Solana Exchangeable Shares, as applicable, or (ii) cash
payments; in both cases based on the exchange ratio of 0.9527918. In addition,
Solana options held by a Solana employee, officer, director or consultant
continuing with Gran Tierra in such capacity were, if so elected by such Solana
optionholder, exchanged for options to purchase shares of Gran Tierra common
stock, and holders of Solana warrants elected to continue to hold their
warrants, which became exercisable for shares of Gran Tierra common stock
pursuant to the terms of the warrants. The amount of consideration provided
to
Solana’s shareholders pursuant to the Arrangement was determined through arm’s
length negotiations between Gran Tierra and Solana.
Prior
Relationship of the Parties
Prior
to
and until the completion of the Arrangement, Gran Tierra and Solana have been
joint partners in two Colombian blocks (Guayuyaco and Chaza) and one well in
the
Santana block (Inchiyaco) pursuant to certain joint operating agreements. Gran
Tierra and Solana each hold a 35% working interest in the Guayuyaco block and
each hold a 50% working interest in the Chaza block. Solana has had a 9.17%
working interest in the Inchiyaco well, while Gran Tierra has held a 35% working
interest. Gran Tierra has been the operator of all three properties, and as
operator has billed Solana for its share of expenses related to each block.
Oil
produced from the Inchiyaco well and Guayuyaco block has been sold by Gran
Tierra to Ecopetrol S.A., a Colombian government agency, and Gran Tierra has
paid Solana its share of sales. For the Chaza block, Gran Tierra and Solana
have
each sold their own share of the oil produced separately.
Other
than as described in the preceding paragraph, there has been no other material
relationship between Gran Tierra and Solana, other than in respect of the
Arrangement.
The
description of the Arrangement Agreement contained in this current report is
qualified in its entirety by reference to the text of the Arrangement Agreement,
which is incorporated by reference as Exhibit 2.1 hereto. The description of
the
Plan of Arrangement contained in this current report is qualified in its
entirety by reference to Amendment No. 2 to Arrangement Agreement, which
supersedes Amendment No. 1 thereto and includes the Plan of Arrangement, with
appendices, and is incorporated by reference as Exhibit 2.2 hereto.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the description set forth under Item 2.01 above with respect to
the
Arrangement and related agreements, which is incorporated into this Item 3.02
by
reference.
On
the
Closing Date, Gran Tierra issued, pursuant to the terms of the Arrangement
Agreement and Plan of Arrangement, and in exchange for all of the outstanding
shares of Solana common stock, 51,516,332 shares of Gran Tierra common stock,
par value $0.001, and 69,104,635 GTE-Solana Exchangeable Shares.
In
addition, on the Closing Date and pursuant to the terms of the Arrangement
Agreement and Plan of Arrangement, Gran Tierra assumed Solana warrants now
exercisable for 7,145,938 shares of Gran Tierra common stock at an exercise
price of CDN$2.10 per share, in accordance with the terms thereof, and granted
stock options to purchase 466,869 shares of Gran Tierra common stock,
exercisable pursuant to the formula set forth in the Plan of Arrangement, to
replace Solana stock options held by Solana employees, officers, directors
or
consultants who made the proper election and who are continuing in such capacity
with Gran Tierra following the completion of the Arrangement.
The
Gran
Tierra common shares were issued, Solana warrants assumed and Gran Tierra
options granted in reliance on the registration exemption provided under Section
3(a)(10) of the Securities Act of 1933, as the Arrangement was effected through
an exchange of all of Solana’s securities, outstanding immediately prior to the
effectiveness of the Arrangement, for securities of Gran Tierra or Exchangeco,
as applicable, and was approved by the Court of Queen’s Bench of
Alberta.
Item
3.03 Material Modification to Rights of Security Holders.
Reference
is made to the description set forth under Item 1.01 above with respect to
the
Support Agreement, which is incorporated into this Item 3.03 by reference.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Stockholder
Approval of Amendments to the 2007 Equity Incentive Plan
At
the
November 14, 2008 Gran Tierra Special Meeting, Gran Tierra’s stockholders, upon
the recommendation of Gran Tierra’s board of directors (the “Board”),
approved, among other items, an amendment to the Gran Tierra 2007 Equity
Incentive Plan, as amended and restated (the “2007
Plan”),
to
increase the number of shares authorized for issuance thereunder from 9,000,000
to 18,000,000 to ensure that Gran Tierra has a sufficient reserve of common
stock available under the 2007 Plan to continue to grant stock options and
other
awards following the substantial increase in the size of Gran Tierra as a result
of the Arrangement, described further under Item 2.01 above.
The
2007
Plan provides for the grant of stock options, restricted stock awards, stock
appreciation rights, restricted stock units and other stock awards (collectively
referred to as “Awards”).
The
2007 Plan is administered by the Board, which has the power to delegate
administration of the 2007 Plan to a committee of no fewer than two Board
members. An aggregate of 18,000,000 shares of common stock is reserved for
issuance under the 2007 Plan; if Awards granted under the 2007 Plan expire
or
terminate without being exercised, the shares of common stock not acquired
pursuant to such Awards become available again for issuance under the 2007
Plan.
Employees (including officers), directors, and consultants of both Gran Tierra
and its affiliates are eligible to receive all types of awards under the 2007
Plan. Under the 2007 Plan, no person may be granted awards exercisable for
more
than 1,000,000 shares of common stock during any calendar year.
In
the
event of certain specified changes in our capital structure, such as a merger,
consolidation, reorganization, stock dividend or stock split, the class(es)
and
maximum number of shares of common stock subject to the 2007 Plan, and the
class(es), number of shares and price per share of common stock subject to
outstanding Awards, will be appropriately adjusted.
In
the
event of certain corporate transactions, outstanding Awards under the 2007
Plan
may be assumed, continued or substituted for similar awards by any surviving
entity. If the surviving entity does not assume, continue or substitute similar
awards, the vesting of such Awards held by persons whose service with Gran
Tierra has not terminated generally will be accelerated in full and such Awards
will terminate if not exercised at or prior to the effective date of the
corporate transaction and Gran Teirra’s repurchase rights will generally lapse.
Additionally, in the event of certain change of control events, any outstanding
Awards may be subject to additional acceleration of vesting and exercisability
upon such change in control event if such acceleration is provided for in the
individual holder’s Award agreement.
The
Board
may suspend or terminate the 2007 Plan at any time.
A
more
detailed description of the 2007 Plan, and the amendment thereto, is contained
in the Joint Management Information Circular and Proxy Statement, filed with
the
U.S. Securities and Exchange Commission (the “SEC”)
on
October 14, 2008 (the “Proxy
Statement”)
under
the heading “Proposal 5 – Approval of the Gran Tierra 2007 Equity Incentive
Plan, as Amended and Restated, to Increase the Number of Shares Issuable
Pursuant to the Plan from 9,000,000 to 18,000,000.”
The
above
description is qualified in its entirety by reference to the 2007 Plan, which
is
attached hereto as Exhibit 10.3.
Election
of Directors
On
November 3, 2008, the Board approved an increase to the size of the Board from
five to seven members, effective November 14, 2008, subject to the completion
of
the Arrangement. To fill the vacancies created by the increase, the Board
elected J. Scott Price and Ray Antony to serve as new Board members, effective
November 14, 2008, also subject to the completion of the Arrangement. As
described further under Item 2.01 above, the completion of the Arrangement
occurred on November 14, 2008.
Pursuant
to the terms of the Arrangement Agreement, Gran Tierra agreed that, following
the completion of the Arrangement, the size of the Board would be increased
by
two members and that two designees of Solana would be elected to the Board.
Solana
designated Mr. Price and Mr. Antony to serve on Gran Tierra’s Board. Immediately
prior to the completion of the Arrangement, Mr.
Price
was Solana’s President, Chief Executive Officer and a member of Solana’s board
of directors, and Mr. Antony was the Chairman of Solana’s board of directors.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired
The
financial statements required by this Item, with respect to the Arrangement
described in Item 2.01 herein, will be filed as soon as practicable, and in
any
event not later than 71 days after the date on which this current report is
required to be filed pursuant to Item 2.01.
(b)
Pro Forma Financial Information
The
pro
forma financial information required by this Item, with respect to the
Arrangement described in Item 2.01 herein, will be filed as soon as practicable,
and in any event not later than 71 days after the date on which this current
report is required to be filed pursuant to Item 2.01.
(d)
Exhibits
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Exhibit
Number
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Description
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2.1
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Arrangement
Agreement, dated as of July 28, 2008, by and among Gran Tierra Energy
Inc., Solana Resources Limited and Gran Tierra Exchangeco Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on
Form
8-K, filed with the SEC on August 1, 2008).
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| |
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2.2
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Amendment
No. 2 to Arrangement Agreement, includes the Plan of Arrangement,
including appendices (incorporated by reference to Exhibit 2.2 to
the
Registration Statement on Form S-3 (Reg. No. 333-153376), filed with
the
SEC on October 10, 2008).
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| |
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10.1
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Voting
and Exchange Trust Agreement, dated as of November 14, 2008, between
Gran
Tierra Energy Inc., Gran Tierra Exchangeco Inc. and Computershare
Trust
Company of Canada.
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| |
|
|
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10.2
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Support
Agreement, dated as of November 14, 2008, between Gran Tierra Energy
Inc.,
Gran Tierra Callco ULC and Gran Tierra Exchangeco Inc.
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| |
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10.3
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|
2007
Equity Incentive Plan, as amended and
restated.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated:
November 14, 2008
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GRAN
TIERRA ENERGY INC
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By:
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/s/
Martin H. Eden
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Martin
H. Eden
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Chief
Financial Officer
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EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
| |
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2.1
|
|
Arrangement
Agreement, dated as of July 28, 2008, by and among Gran Tierra Energy
Inc., Solana Resources Limited and Gran Tierra Exchangeco Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on
Form
8-K, filed with the SEC on August 1, 2008).
|
|
2.2
|
|
Amendment
No. 2 to Arrangement Agreement, which includes the Plan of Arrangement,
including appendices (incorporated by reference to Exhibit 2.2 to
the
Registration Statement on Form S-3 (Reg. No. 333-153376), filed with
the
SEC on October 10, 2008).
|
| |
|
|
|
10.1
|
|
Voting
and Exchange Trust Agreement, dated as of November 14, 2008, between
Gran
Tierra Energy Inc., Gran Tierra Exchangeco Inc. and Computershare
Trust
Company of Canada.
|
| |
|
|
|
10.2
|
|
Support
Agreement, dated as of November 14, 2008, between Gran Tierra Energy
Inc.,
Gran Tierra Callco ULC and Gran Tierra Exchangeco Inc.
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| |
|
|
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10.3
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|
2007
Equity Incentive Plan, as amended and
restated.
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