Latest news with #FronteraEnergyCorporation
Cision Canada
02-06-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES INCREASE IN CONSIDERATION AND MAXIMUM TENDER AMOUNT, AND AMENDMENT TO CERTAIN OTHER TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, June 2, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") hereby announces the changes set forth below to the Company's previously announced cash tender offer (the "Offer") and consent solicitation (the "Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the "Notes"), made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. As of May 30, 2025, Holders of U.S.$124,134,000 aggregate principal amount of the Notes had either tendered their Notes or provided their standalone Consents in the Offer and the Solicitation, as follows: (i) Holders of U.S.$73,266,000 aggregate principal amount of the Notes had tendered their Notes; and (ii) Holders of U.S.$50,868,000 aggregate principal amount of the Notes had delivered their standalone Consents. Summary of the amendments to the Offer and Solicitation: The Maximum Tender Amount will be increased from U.S.$65 million to U.S.$80 million (the " Amended Maximum Tender Amount"). The Consent Payment for consents validly delivered at or prior to 5:00 p.m, New York City time, on June 9, 2025 (the " Extended Early Tender Date and Consent Deadline") will be increased from U.S.$15.00 for each U.S.$1,000 principal amount of Notes to an aggregate amount of U.S.$8 million, to be divided pro rata among all tendering and consenting Holders (the " Amended Consent Payment") in the Offer and Solicitation in aggregate. Based on the percentage of the aggregate principal amount of Notes (i) that are validly tendered pursuant to the Offer and (ii) in respect of which standalone Consents are delivered pursuant to the Solicitation, the pro rata Amended Consent Payment will be approximately between U.S.$20.70 and U.S.$41.50 per U.S.$1,000 principal amount of Notes. The consideration for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline, and accepted for purchase pursuant to the Offer, will be increased from U.S.$700.00 to U.S.$720.00 (the " Amended Tender Consideration"). Additionally, the Amended Tender Consideration will be modified such that Holders that validly tender their Notes and deliver their Consents at or prior to the Extended Tender Date and Consent Deadline and whose Notes are accepted for purchase will receive both the Amended Tender Consideration and the Amended Consent Payment. Holders who (i) validly tender their Notes at or prior to the Extended Tender Date and Consent Deadline, but whose Notes are not accepted for purchase due to oversubscription of the Offer and (ii) validly deliver Consents but do not validly tender their Notes at or prior to the Extended Tender Date and Consent Deadline, will only receive a pro-rata share of the Amended Consent Payment. For illustrative purposes only, the table below sets forth the approximate Amended Tender Consideration and Amended Consent Payment, as the case may be, that each Holder whose Notes are accepted for purchase pursuant to the Offer and/or who validly delivers its Consent pursuant to the Solicitation will be entitled to receive, subject to the terms and conditions of the Offer and the Solicitation, assuming certain overall participation scenarios: __________ (1) To be divided pro-rata among all tendering or consenting holders. (2) Per U.S.$1,000 principal amount of Notes. This is the approximate pro rata share of the Amended Consent Payment expected to be payable to each tendering or consenting Holder. U.S.$6 million principal amount of Notes held by the Company and U.S.$8 million principal among of Notes held by the Catalyst Funds (as defined below) shall be excluded from purposes of calculating the Requisite Consents and the pro rata share of the Amended Consent Payment.. (3) Per U.S.$1,000 principal amount of Notes. This is the approximate pro rata share of the Amended Consent Payment expected to be payable to each tendering or consenting Holder. U.S.$6 million principal amount of Notes held by the Company and U.S.$8 million principal among of Notes held by the Catalyst Funds (as defined below) shall be excluded from purposes of calculating the Requisite Consents and the pro rata share of the Amended Consent Payment. 4. The treatment of minimum authorized denomination and the acceptance of tenders in the event that the Amended Tender Amount is oversubscribed will be as follows: Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full. Holders who (i) validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York city time, on May 23, 2025 (the " Original Early Tender Date and Consent Deadline") and (ii) validly tender their Notes after the Original Early Tender Date and Consent Deadline but at or prior to the Extended Early Tender Date and Consent Deadline, and, in each case, whose Notes are accepted for purchase pursuant to the Offer, will be eligible to receive (a) both the Amended Tender Consideration and the Amended Consent Payment with respect to their Notes, subject to proration and certain conditions as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender Settlement Date (as defined below). There will be no Total Consideration, Tender Offer Consideration or Consent Payment (as each of such terms is defined in the Offer to Purchase). The amount of Notes that may be purchased in the Offer is subject to the Amended Maximum Tender Amount. Tendered Notes will be subject to proration, with the proration factor depending on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered after the Original Early Tender Date and Consent Deadline and at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline. Pursuant to the terms of the Offer, Holders may not tender their Notes without delivering their Consents to the Proposed Amendments to the Indenture governing the Notes. Holders who (i) validly delivered and did not validly revoke their Consents at or prior to the Original Early Tender Date and Consent Deadline and (ii) validly deliver their Consents after the Original Early Tender Date and Consent Deadline but at or prior to the Extended Early Tender Date and Consent Deadline, will be eligible to receive the Amended Consent Payment, irrespective of whether or not they tendered their Notes. All the amendments to the Offer and the Solicitation set forth herein are for the benefit of the Holders. Any Notes validly tendered or Consents validly delivered after the Withdrawal Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025, may not be withdrawn. Consummation of the Offer and the Solicitation and payment for the Notes tendered and Consents delivered is subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including obtaining the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes. Except for the Financing Condition, these conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time, and settlement for all Notes tendered and consents delivered at or prior to the Extended Early Tender Date and Consent Deadline is contingent on the satisfaction or waiver of these conditions. Settlement for the Notes validly tendered (and not validly withdrawn) and for Consents validly delivered (and not validly revoked) in each case, at or prior to the Extended Early Tender Date and Consent Deadline, up to the Amended Maximum Tender Amount, is expected to occur on June 11, 2025 (the " Tender Settlement Date"), subject to the satisfaction or waiver of the conditions referred to above. The Company reserves the right to further increase or decrease the Amended Maximum Tender Amount at its reasonable discretion, although no assurance can be given that the Amended Maximum Tender Amount will be further increased or decreased. Settlement of all tendered Notes will be subject to proration as set forth herein and in the Offer to Purchase. Unless otherwise amended as expressly described above in this press release, the terms and conditions of the Offer to Purchase remain the same. The terms and conditions of the Offer and the Solicitation are described in the Offer to Purchase, as supplemented and amended by this announcement. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase, as supplemented and amended by this announcement, and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer and the Solicitation are being made only pursuant to the Offer to Purchase. None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendation as to whether Holders should tender or refrain from tendering their Notes or delivering their Consents. Holders must make their own decision as to whether to tender Notes (and, if so, the principal amount of Notes to tender) and/or deliver Consents. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (" MI 61-101"). The Offer and the Solicitation will be exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025, filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds will not be considered outstanding for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: failure to meet all conditions of the Offer and Solicitation (including the receipt of the Requisite Consents); level of participation in the Offer and Solicitation; the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Cision Canada
02-06-2025
- Business
- Cision Canada
Frontera Announces Launch of CAD$91,000,000 Million (Approximately US$65 Million) Substantial Issuer Bid
CALGARY, AB, June 2, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (" Frontera" or the " Company") announces the launch, as of the date hereof, of its previously announced substantial issuer bid (the " Offer") pursuant to which the Company offers to purchase from holders (" Shareholders") of common shares of the Company (the " Shares") up to 7,583,333 Shares for cancellation at a purchase price of CAD$12.00 per Share (the " Purchase Price"), for an aggregate purchase price not exceeding CAD$91,000,000 (equivalent to approximately US$65,000,000). The Offer commences today and will expire at 5:00 p.m. (Eastern time) on July 10, 2025, unless extended, varied or withdrawn by the Company (the " Expiration Date"). Pursuant to the Offer, tendering Shareholders may elect to tender a specified number of Shares. The Offer is denominated in Canadian dollars, and Shareholders may elect to receive payment in either Canadian or United States dollars. The terms and conditions of the Offer, including instructions for tendering Shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the " Offer Documents"), which have been sent to registered Shareholders, filed with applicable Canadian securities regulatory authorities, and made available on SEDAR+ at In light of a potential Canada Post workers' strike and the potential resulting disruption of mail services, the Company may be unable to mail the Offer Documents to beneficial (non-registered) holders. However, upon resumption of normal mail service following any disruption, the Company intends to arrange for the mailing of the Offer Documents to the beneficial holders. Shareholders can retrieve the Offer Documents on Copies of the Offer Documents may also be obtained upon written or oral request, without charge, to the Company at the Company's head office at 1030, 140 – 4 Avenue SW, Calgary, Alberta, Canada, T2P 3N3 or by email at [email protected]. As part of its efforts to maximize shareholder value, the Company has identified the Offer as an attractive and efficient means to return capital to its Shareholders and believes it represents a fair and equitable value available to all of its Shareholders. The Offer is in-line with the fundamental value the Board and management see in the Company and recent similar Share repurchases. Upon successful completion of the Offer, the Company will have returned over US$144 million of capital to its Shareholders within the last twelve-month period, including US$14.8 million in declared dividends and US$3.6 million of Share repurchases through the Company's normal course issuer bid for the period commencing on November 21, 2023 and ended on November 20, 2024, and the Company's two prior substantial issuer bids. Assuming 100% uptake by all Shareholders, the Offer would represent a CAD$1.18 distribution equivalent to a 24.9% yield on the Company's stock price prior to the announcement of the Company's first quarter 2025 results. Including dividends, the year-to-date total would be CAD$1.30 or a 27.6% yield. The Board of Directors remains committed to creating increased value for Shareholders. In doing so, the Board of Directors will continue to consider various forms of strategic initiatives or transactions in addition to the Offer, which may include, without limitation, a further return of capital to Shareholders, a merger or consolidation, recapitalization or a business combination, or the transfer, sale or other disposition of all or a significant portion of the business, assets or securities of the Company or of interests in one or more subsidiaries or in assets of the Company, whether in one or a series of transactions. There can be no assurance that any such initiative or transaction will occur or if it occurs, the timing thereof. However, as set out in the Offer Documents, such an initiative or transaction could result in the termination, extension or amendment of the Offer. Additional Information As of June 2, 2025, there are 77,295,478 Shares issued and outstanding and as at the Expiration Date there are expected to be 77,641,556 Shares issued and outstanding. Accordingly, a maximum of 7,583,333 Shares, or approximately 9.77% of the total number of Shares expected to be issued and outstanding on the Expiration Date will be taken up and paid for under the Offer. The Offer is optional for all Shareholders, who are free to choose whether to participate, and if they participate, how many Shares to tender. Shareholders who do not deposit their Shares (or whose Shares are not purchased under the Offer) will realize a proportionate increase in their equity interest in the Company to the extent that Shares are purchased under the Offer. The Offer is not conditional upon any minimum number of Shares being tendered. However, the Offer is subject to other conditions described in the Offer Documents. Frontera reserves the right, subject to applicable laws, to withdraw, extend or amend the Offer if certain events occur at any time prior to the payment for the tendered Shares. The Catalyst Capital Group Inc. (" Catalyst") and Gramercy Funds Management LLC (" Gramercy" and, together with Catalyst, the " Principal Shareholders") are the beneficial owners of, or exercise control or direction over 31,669,506 and 9,679,128 Shares, respectively, which in the aggregate represents approximately 53.49% of all issued and outstanding Shares. Each of Catalyst and Gramercy has advised the Company that its current intention is to deposit Shares pursuant to the Offer, however, its decision to participate in the Offer is subject to market conditions and other factors. Each of Catalyst and Gramercy reserves the right, without notice and for any or no reason, to change its investment decisions at any time prior to the Expiration Date. In addition, certain directors and officers of the Company have expressed an intention to tender an aggregate of 405,653 Shares (including 172,777 additional Shares to be issued by the Company pursuant to the vesting and settlement of certain outstanding RSUs on July 2, 2025) to the Offer. The Company has engaged Computershare Investor Services Inc. to act as depositary for the Offer and BMO Nesbitt Burns Inc. to act as financial advisor and dealer manager. Shareholders who have questions regarding the Offer or require any assistance tendering Shares may contact Computershare Investor Services Inc. by telephone at 1-800-564-6253 (North America) or 514-982-7555 (International), or by e-mail at [email protected], or BMO Nesbitt Burns Inc. by email at [email protected]. This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares is only being made pursuant to the Offer Documents. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. None of Frontera, its Board or the depositary makes any recommendation to Shareholders as to whether to tender or refrain from tendering any or all of their Shares pursuant to the Offer. Shareholders are strongly urged to read the Offer Documents carefully and consult with their financial, tax and legal advisors prior to making any decision with respect to the Offer. About Frontera Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including related investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets with interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and pipeline and port facilities in Colombia. Frontera is committed to conducting business safely and in a socially, environmentally and ethically responsible manner. Forward-Looking Statements This news release contains forward-looking information or forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws, including statements as to the number of Shares to be purchased and the amount of capital returned to Shareholders under the Offer, the continued consideration of strategic initiatives or transactions in addition to the Offer, and the Company's intention to mail the Offer Documents to beneficial holders upon resumption of normal mail service in the event of a mail service interruption. Any such forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends and current market and other conditions. Readers should also refer to the risk factors set forth in the Company's annual information form dated March 10, 2025 and the management's discussion and analysis for the three months ended March 31, 2025, each available on SEDAR+ at There can be no assurance that the plans, intentions, or expectations upon which forward-looking statements are based will be realized. Actual results may differ, and the difference may be material and adverse to the Company and its Shareholders.
Yahoo
02-06-2025
- Business
- Yahoo
Frontera Announces Launch of CAD$91,000,000 Million (Approximately US$65 Million) Substantial Issuer Bid
CALGARY, AB, June 2, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) ("Frontera" or the "Company") announces the launch, as of the date hereof, of its previously announced substantial issuer bid (the "Offer") pursuant to which the Company offers to purchase from holders ("Shareholders") of common shares of the Company (the "Shares") up to 7,583,333 Shares for cancellation at a purchase price of CAD$12.00 per Share (the "Purchase Price"), for an aggregate purchase price not exceeding CAD$91,000,000 (equivalent to approximately US$65,000,000). The Offer commences today and will expire at 5:00 p.m. (Eastern time) on July 10, 2025, unless extended, varied or withdrawn by the Company (the "Expiration Date"). Pursuant to the Offer, tendering Shareholders may elect to tender a specified number of Shares. The Offer is denominated in Canadian dollars, and Shareholders may elect to receive payment in either Canadian or United States dollars. The terms and conditions of the Offer, including instructions for tendering Shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the "Offer Documents"), which have been sent to registered Shareholders, filed with applicable Canadian securities regulatory authorities, and made available on SEDAR+ at In light of a potential Canada Post workers' strike and the potential resulting disruption of mail services, the Company may be unable to mail the Offer Documents to beneficial (non-registered) holders. However, upon resumption of normal mail service following any disruption, the Company intends to arrange for the mailing of the Offer Documents to the beneficial holders. Shareholders can retrieve the Offer Documents on Copies of the Offer Documents may also be obtained upon written or oral request, without charge, to the Company at the Company's head office at 1030, 140 – 4 Avenue SW, Calgary, Alberta, Canada, T2P 3N3 or by email at generalcounsel@ As part of its efforts to maximize shareholder value, the Company has identified the Offer as an attractive and efficient means to return capital to its Shareholders and believes it represents a fair and equitable value available to all of its Shareholders. The Offer is in-line with the fundamental value the Board and management see in the Company and recent similar Share repurchases. Upon successful completion of the Offer, the Company will have returned over US$144 million of capital to its Shareholders within the last twelve-month period, including US$14.8 million in declared dividends and US$3.6 million of Share repurchases through the Company's normal course issuer bid for the period commencing on November 21, 2023 and ended on November 20, 2024, and the Company's two prior substantial issuer bids. Assuming 100% uptake by all Shareholders, the Offer would represent a CAD$1.18 distribution equivalent to a 24.9% yield on the Company's stock price prior to the announcement of the Company's first quarter 2025 results. Including dividends, the year-to-date total would be CAD$1.30 or a 27.6% yield. The Board of Directors remains committed to creating increased value for Shareholders. In doing so, the Board of Directors will continue to consider various forms of strategic initiatives or transactions in addition to the Offer, which may include, without limitation, a further return of capital to Shareholders, a merger or consolidation, recapitalization or a business combination, or the transfer, sale or other disposition of all or a significant portion of the business, assets or securities of the Company or of interests in one or more subsidiaries or in assets of the Company, whether in one or a series of transactions. There can be no assurance that any such initiative or transaction will occur or if it occurs, the timing thereof. However, as set out in the Offer Documents, such an initiative or transaction could result in the termination, extension or amendment of the Offer. Additional Information As of June 2, 2025, there are 77,295,478 Shares issued and outstanding and as at the Expiration Date there are expected to be 77,641,556 Shares issued and outstanding. Accordingly, a maximum of 7,583,333 Shares, or approximately 9.77% of the total number of Shares expected to be issued and outstanding on the Expiration Date will be taken up and paid for under the Offer. The Offer is optional for all Shareholders, who are free to choose whether to participate, and if they participate, how many Shares to tender. Shareholders who do not deposit their Shares (or whose Shares are not purchased under the Offer) will realize a proportionate increase in their equity interest in the Company to the extent that Shares are purchased under the Offer. The Offer is not conditional upon any minimum number of Shares being tendered. However, the Offer is subject to other conditions described in the Offer Documents. Frontera reserves the right, subject to applicable laws, to withdraw, extend or amend the Offer if certain events occur at any time prior to the payment for the tendered Shares. The Catalyst Capital Group Inc. ("Catalyst") and Gramercy Funds Management LLC ("Gramercy" and, together with Catalyst, the "Principal Shareholders") are the beneficial owners of, or exercise control or direction over 31,669,506 and 9,679,128 Shares, respectively, which in the aggregate represents approximately 53.49% of all issued and outstanding Shares. Each of Catalyst and Gramercy has advised the Company that its current intention is to deposit Shares pursuant to the Offer, however, its decision to participate in the Offer is subject to market conditions and other factors. Each of Catalyst and Gramercy reserves the right, without notice and for any or no reason, to change its investment decisions at any time prior to the Expiration Date. In addition, certain directors and officers of the Company have expressed an intention to tender an aggregate of 405,653 Shares (including 172,777 additional Shares to be issued by the Company pursuant to the vesting and settlement of certain outstanding RSUs on July 2, 2025) to the Offer. The Company has engaged Computershare Investor Services Inc. to act as depositary for the Offer and BMO Nesbitt Burns Inc. to act as financial advisor and dealer manager. Shareholders who have questions regarding the Offer or require any assistance tendering Shares may contact Computershare Investor Services Inc. by telephone at 1-800-564-6253 (North America) or 514-982-7555 (International), or by e-mail at corporateactions@ or BMO Nesbitt Burns Inc. by email at FronteraSIB@ This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares is only being made pursuant to the Offer Documents. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. None of Frontera, its Board or the depositary makes any recommendation to Shareholders as to whether to tender or refrain from tendering any or all of their Shares pursuant to the Offer. Shareholders are strongly urged to read the Offer Documents carefully and consult with their financial, tax and legal advisors prior to making any decision with respect to the Offer. About Frontera Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including related investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets with interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and pipeline and port facilities in Colombia. Frontera is committed to conducting business safely and in a socially, environmentally and ethically responsible manner. If you would like to receive News Releases via e-mail as soon as they are published, please subscribe here: Forward-Looking Statements This news release contains forward-looking information or forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws, including statements as to the number of Shares to be purchased and the amount of capital returned to Shareholders under the Offer, the continued consideration of strategic initiatives or transactions in addition to the Offer, and the Company's intention to mail the Offer Documents to beneficial holders upon resumption of normal mail service in the event of a mail service interruption. Any such forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends and current market and other conditions. Readers should also refer to the risk factors set forth in the Company's annual information form dated March 10, 2025 and the management's discussion and analysis for the three months ended March 31, 2025, each available on SEDAR+ at There can be no assurance that the plans, intentions, or expectations upon which forward-looking statements are based will be realized. Actual results may differ, and the difference may be material and adverse to the Company and its Shareholders. Social Media Follow Frontera's social media channels at the following links: Twitter: Facebook: LinkedIn: View original content: SOURCE Frontera Energy Corporation View original content:
Cision Canada
26-05-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES EARLY TENDER DATE RESULTS AND EXTENSION OF THE EARLY TENDER DATE AND CONSENT DEADLINE OF THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, May 26, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") today announced that, as of 5:00 p.m., New York City time, on May 23, 2025 (the " Early Tender Date and Consent Deadline"), holders of U.S.$124,134,000 aggregate principal amount of its outstanding 7.875% Senior Secured Notes due 2028 (the " Notes"), had either tendered their Notes or provided their standalone Consents in the Company's previously announced cash tender offer (the " Offer") and consent solicitation (the " Solicitation"), made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. As of the Early Tender Date and Consent Deadline, the Requisite Consents to the Proposed Amendments have not yet been received. The Company hereby announces that it is extending the Early Tender Date and Consent Deadline (originally set at 5:00 p.m., New York City time, on May 23, 2025), until 5:00 p.m., New York City time, on June 9, 2025 (the "Extended Early Tender Date and Consent Deadline"), which will be the same date and time as the Expiration Time. Withdrawal rights for the Offer and the Solicitation expired at 5:00 p.m., New York City time, on May 23, 2025 (the " Withdrawal Deadline"). Notes that have been validly tendered and not validly withdrawn, and consents that have been validly delivered and not validly revoked, at or prior to the Withdrawal Deadline cannot be withdrawn, except as may be required by applicable law. Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Date and Consent Deadline are eligible to receive the Total Consideration with respect to their Notes, which includes the Early Tender and Consent Payment, as described and subject to the conditions set forth in the Offer to Purchase, and accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Final Settlement Date (as defined below). Holders who validly tender their Notes at or prior to the Extended Early Tender Date and Consent Deadline and whose Notes are accepted for purchase pursuant to the Offer will also be eligible to receive the Total Consideration, and accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Final Settlement Date. There will be no separate Tender Offer Consideration. Any Notes validly tendered or consents validly provided on or after the Withdrawal Deadline may not be withdrawn. Consummation of the Offer and the Solicitation and payment for the Notes tendered and consents delivered is subject to the satisfaction or waiver of conditions set forth in the Offer to Purchase. These conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time, and settlement for all Notes tendered and consents delivered at or prior to the Extended Early Tender Date and Consent Deadline is contingent on the satisfaction or waiver of these conditions. Notwithstanding the above, the Financing Condition has been satisfied, as announced by the Company on May 14, 2025. There will be no Early Settlement Date. Settlement for the Notes validly tendered (and not validly withdrawn) at or prior to the Extended Early Tender Date and Consent Deadline, up to the Maximum Tender Amount, is expected to occur on June 11, 2025 (the " Final Settlement Date"), subject to the satisfaction or waiver of the conditions referred to above. The Company reserves the right to increase or decrease the Maximum Tender Amount at its reasonable discretion, although no assurance can be given that the Maximum Tender Amount will be increased or decreased. Settlement of all tendered Notes will be subject to proration as set forth in the Offer to Purchase. For the avoidance of doubt, all Notes tendered after the Early Tender Date and Consent Deadline and at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Early Tender Date and Consent Deadline. Settlement for the consents validly delivered (and not validly revoked) without tendering Notes at or prior to the Extended Early Tender and Consent Deadline, is expected to occur on June 11, 2025 (the " Solicitation Settlement Date"), which is the same date as the Final Settlement Date. Unless otherwise amended as expressly described above in this press release, the terms and conditions of the Offer to Purchase remain the same. The terms and conditions of the Offer and the Solicitation are described in the Offer to Purchase, as supplemented and amended by this announcement. The Company's obligations to accept any Notes validly tendered and not validly withdrawn and to pay the Total Consideration for them, and the conditions to such obligations are set forth in the Offer to Purchase, as supplemented and amended by this announcement. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer and the Solicitation are being made only pursuant to the Offer to Purchase. None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes or delivering their consents. Holders must make their own decision as to whether to tender Notes (and, if so, the principal amount of Notes to tender) and/or deliver consents. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds will not be considered outstanding for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. Cautionary Note Concerning Forward-Looking Statements This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: failure to meet all conditions of the Offer and Solicitation (including the receipt of the Requisite Consents); level of participation in the Offer and Solicitation; the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Cision Canada
09-05-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, May 9, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") today announced that it is commencing a cash tender offer (the " Offer") for up to U.S.$65 million (the " Maximum Tender Amount") in aggregate principal amount of its outstanding 7.875% Senior Secured Notes due 2028 (the " Notes") and a concurrent consent solicitation (the " Solicitation") upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (the " Offer to Purchase"). The Offer will expire at 5:00 p.m., New York City time, on June 9, 2025, unless extended by the Company (the " Expiration Time"). Settlement for all Notes tendered at or prior to 5:00 p.m., New York City time, on May 23, 2025, unless extended by the Company (the " Early Tender Date and Consent Deadline"), is expected to occur on or about May 30, 2025. Tendered Notes may not be withdrawn after 5:00 p.m., New York city time, on May 23, 2025, unless extended by the Company (the " Withdrawal Deadline"). Settlement for all Notes tendered after the Early Tender Date and Consent Deadline and at or prior to the Expiration Time will occur promptly following the Expiration Time. Holders tendering their Notes at or prior to the Early Tender Date and Consent Deadline will be required to deliver their consents to certain proposed amendments to the indenture governing the Notes as further described in the Offer to Purchase (the " Proposed Amendments"). The following table summarizes the material pricing terms for the Offer and the Solicitation: (1) The Company holds U.S.$6 million principal amount of the Notes which were acquired in open market purchases but have not been surrendered for cancellation. These Notes will not be subject to the Offer or the Solicitation. The Notes held by the Company and U.S.$8 million principal amount of Notes held by funds controlled by The Catalyst Capital Group not be considered outstanding for purposes of calculating the Requisite Consents. (2) Per U.S.$1,000 principal amount of Notes validly tendered and accepted. (3) Included in the Total Consideration. (4) Per U.S.$1,000 principal amount of Notes. Payable only to (i) holders who validly deliver consents at or prior to the Early Tender Date and Consent Deadline but do not validly tender Notes and (ii) holders whose Notes are validly tendered at or prior to the Early Tender Date and Consent Deadline but not accepted for purchase due to oversubscription of the Offer. The payment of the Consent Payment is conditioned upon the Financing Condition (as defined below) and the receipt of the Requisite Consents (as defined below), among other things. Holders who validly tender and do not validly withdraw their Notes at or prior to the Early Tender Date and Consent Deadline will be eligible to receive the Total Consideration with respect to the Notes, which includes the Early Tender and Consent Payment, subject to the conditions described below, as set forth in the table above. Holders who validly tender their Notes after the Early Tender Date and Consent Deadline but at or prior to the Expiration Time will be eligible, if accepted by the Company and subject to the conditions described below, to receive only the Tender Offer Consideration for the Notes, which equals the Total Consideration minus the Early Tender and Consent Payment, as set forth in the table above. In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest from and including the last interest payment date for the Notes to, but excluding, the applicable settlement date. The amount of Notes that may be purchased in the Offer is subject to the Maximum Tender Amount. Tendered Notes may be subject to proration if the aggregate purchase price of Notes validly tendered and not validly withdrawn in the Offer exceeds the Maximum Tender Amount, subject to disclosure and other requirements under applicable law. The Company reserves the right to increase or decrease the Maximum Tender Amount. All Notes tendered at or prior to the Early Tender Date and Consent Deadline will have priority over Notes tendered after the Early Tender Date and Consent Deadline. A separate tender instruction must be submitted on behalf of each beneficial owner due to potential proration. Holders may not tender their Notes at or prior to the Early Tender Date and Consent Deadline without delivering their consents. However, at any time prior to or at the Early Tender Date and Consent Deadline, holders may elect to deliver consents without tendering Notes. The valid tender of Notes by any holder at or prior to the Early Tender Date and Consent Deadline will be deemed to constitute the giving of a consent by such holder to the Proposed Amendments. Holders that validly deliver and do not validly revoke consents at any time prior to or at the Early Tender Date and Consent Deadline without tendering Notes or validly tender and do not validly withdraw Notes at any time prior to or at the Early Tender Date and Consent Deadline which are not accepted for purchase due to oversubscription in the Offer will be eligible to receive the Consent Payment, subject to the conditions described below. The payment of the Consent Payment and the consummation of the Offer are conditioned upon the Financing Condition and the receipt of the Requisite Consents, among other things. Notes tendered may be validly withdrawn and consents delivered may be validly revoked at any time prior to or at the Withdrawal Deadline, and Notes tendered after the Withdrawal Deadline and at or prior to the Expiration Time may not be withdrawn except as required by law. The Proposed Amendments to the indenture governing the Notes will only become operative if the Company receives tenders and consents from holders of more than 50% in aggregate principal amount of the Notes (the " Requisite Consents"). The Company intends to execute a supplemental indenture with the Proposed Amendments as soon as practicable following the receipt of the Requisite Consents. Consummation of the Offer and payment for the tendered Notes is subject to the satisfaction or waiver of conditions set forth in the Offer to Purchase, including, without limitation, the condition that the Company shall have obtained debt financing on terms and conditions and yielding net cash proceeds reasonably satisfactory to the Company (the " Financing Condition") and the receipt of the Requisite Consents. The Company's obligation to purchase the Notes is not conditioned upon the tender of any minimum principal amount of the Notes. The Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer and the Solicitation are being made only pursuant to the Offer to Purchase. None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes or delivering their consents. Holders must make their own decision as to whether to tender Notes (and, if so, the principal amount of Notes to tender) and/or deliver consents. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (" MI 61-101"). The Offer and the Solicitation will be exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report to be filed by the Company in connection with the Offer and the Solicitation will contain additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes which were acquired in open market purchases but have not been surrendered for cancellation. These Notes will not be subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds will not be considered outstanding for purposes of calculating the Requisite Consents. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. Cautionary Note Concerning Forward-Looking Statements This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: failure to meet the Financing Condition or other conditions of the Offer and Solicitation (including the receipt of the Requisite Consents); level of participation in the Offer and Solicitation; the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
