SierraCol Energy Andina, LLC announces early tender results with respect to its Tender Offer to purchase up to U.S.$300,000,000 in aggregate principal amount of its 6.000% Notes due 2028
LONDON, Nov. 5, 2025 /PRNewswire/ — SierraCol Energy Limited (“SierraCol Energy”) announced today the early tender results of the previously announced tender offer (the “Tender Offer”) by SierraCol Energy Andina, LLC, a direct subsidiary of SierraCol Energy (the “Company”), to purchase for cash up to U.S.$300,000,000 in aggregate principal amount of its 6.000% Notes due 2028 (the “Notes”) (such amount, the “Maximum Amount”). The Tender Offer is being made pursuant to the terms of an offer to purchase dated October 23, 2025 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and is subject to certain conditions (including the receipt of sufficient proceeds from a proposed offering of senior debt securities (the “New Notes”)) described therein.
Details of the Tender Offer
The Company has been advised by Global Bondholder Services Corporation (GBSC), as information agent and tender agent, that as of 5:00 p.m., New York City time, on November 5, 2025 (“Early Tender Time”), U.S.$504,578,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn. The consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer (the “Total Consideration”) will be U.S.$1,000. The Total Consideration includes an early tender payment (the “Early Tender Payment”) equal to U.S.$50 per U.S.$1,000 principal amount of Notes, which is payable in respect of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer. Holders of Notes (“Holders”) whose Notes are accepted for purchase in the Tender Offer will also receive accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the applicable settlement date.
Pursuant to the Offer to Purchase, and subject to the terms and conditions of the Tender Offer set forth therein, the Company intends to accept for purchase U.S.$300.0 million aggregate principal amount of the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time. The Company has not exercised its right to have an early settlement date at this time, but reserves the right to make such election prior to the Expiration Time (as defined below).
The following table sets forth the principal amount of the Notes tendered, the principal amount the Company intends to accept for purchase, the outstanding principal amount after the Tender Offer, and the proration factor.
|
Title of |
CUSIPs / ISINs / |
Outstanding |
Principal Amount |
Principal Amount |
Outstanding |
Proration |
|
6.000% |
144A:
Reg S: |
U.S.$600,000,000 |
U.S.$504,578,000 |
U.S.$300,000,000 |
U.S.$300,000,000 |
57 % |
|
(1) |
No representation is made as to the correctness or accuracy of the ISINs, Common Codes, or CUSIP numbers listed in this Offer to Purchase or printed on the Notes. Such ISINs, Common Codes, and CUSIP numbers are provided solely for the convenience of the Holders. |
|
(2) |
The proration factor has been rounded to the nearest percentage point for presentation purposes. |
The Tender Offer will expire at 5:00 p.m., New York City time, on November 21, 2025, unless extended or earlier terminated by the Company in its sole discretion (such time and date, as the same may be extended, the “Expiration Time”). In addition, the withdrawal deadline of 5:00 p.m., New York City time, on November 5, 2025, for the Tender Offer has now passed. Accordingly, Notes validly tendered in the Tender Offer may not be withdrawn. Holders who tender (and do not validly withdraw) their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive U.S.$950 per U.S.$1,000 principal amount of Notes, which is (i) the Total Consideration minus (ii) the Early Tender Payment. The Company will only accept for purchase Notes up to the Maximum Amount. Since the Maximum Amount has been reached in respect of tenders of Notes made at or prior to the Early Tender Time, no further Notes will be accepted for purchase.
In addition, to the extent legally permitted to do so, the Company reserves the right, in its sole discretion, at any time to (i) waive any condition to the Tender Offer, (ii) amend any of the terms of the Tender Offer, (iii) terminate the Tender Offer, (iv) increase the Maximum Amount, (v) extend the Withdrawal Deadline, (vi) extend or amend the Expiration Time, or (vii) modify the Tender Offer Consideration, in each case (other than clause (v)) without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders, subject to applicable law.
Dealer Managers and Information Agent
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as the dealer managers for the Tender Offer and can be contacted with questions regarding the Tender Offer at the following telephone numbers and email addresses:
|
Citigroup Global Markets Inc. 388 Greenwich Street |
Deutsche Bank Securities Inc. 1 Columbus Circle New York, New York 10019 Attention: Liability Management Group Toll Free: +1 (866) 627-0391 Collect: +1 (212) 250-2955 |
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Attention: Latin America Debt Capital Markets U.S. Toll-Free: (866) 846-2874 Collect: (212) 834-7279 |
Copies of the Offer to Purchase are available to Holders from Global Bondholder Services Corporation (GBSC), the information agent and the tender agent for the Tender Offer. Requests for copies of the Offer to Purchase should be directed to:
Global Bondholder Services Corporation
By Mail, Overnight Courier or Hand Delivery:
65 Broadway, Suite 404
New York, NY 10006
Attn: Corporate Action
Email: [email protected]
Banks and Brokers Call Collect: +1 (212) 430-3774
All Others, Call Toll Free: +1 (855) 654-2015
Important Notice
The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its affiliates. The Tender Offer is not being made to, nor will the Company accept tenders of Notes from, Holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities laws of such jurisdiction. No recommendation is made by Deutsche Bank Trust Company Americas, as trustee, the Company, the dealer managers or the information agent and the tender agent as to whether Holders should tender their Notes with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer.
Cautionary Note Regarding Forward-Looking Statements
This press release includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, including with respect to the Tender Offer or any issuance of New Notes. They appear in several places throughout this press release and include statements regarding our intentions, beliefs, or current expectations.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance. Our actual results of operations, financial condition, liquidity, prospects, growth, strategies, position in the market, and the development of the industry in which we operate may differ materially from those described in or suggested by the forward-looking statements contained in this press release.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements contained in this press release speak only as of the date of those statements, and we undertake no obligation to update or revise those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressly stated as such, and should only be viewed as historical information.
About SierraCol Energy
SierraCol Energy is the largest independent E&P Company in Colombia based on gross operated and jointly operated production, with full life-cycle capabilities across exploration, development and production. The Company manages a high-quality portfolio with resilient free cash flow generation and is advised by The Carlyle Group.
Investor Relations Contact
SierraCol Energy
Email: [email protected]
Website: www.sierracolenergy.com
SOURCE SierraCol Energy Limited
