LONDON – Bracewell (UK) LLP advised Gran Tierra Energy Inc. on the share sale and purchase agreement to sell its oil business in Colombia and Ecuador to Établissements Maurel & Prom S.A., a Paris-listed international oil and natural gas exploration and production company majority owned by PT Pertamina Internasional Eksplorasi dan Produksi (PIEP), a subsidiary of Indonesia’s national energy company, PT Pertamina (Persero), representing a total consideration of $1.33 billion.
The transaction values the divested business at a total enterprise value of $1.33 billion. This figure includes the assumption by Maurel & Prom of Gran Tierra’s 9.750% Senior Secured Amortizing Notes due 2031 and 9.500% Senior Notes due 2029 as well as the prepayment facility. After the assumption of substantially all liabilities, customary closing adjustments, working capital adjustments, redemption by Gran Tierra of its 7.750% Senior Notes due 2027, and transaction costs, Gran Tierra is expected to have total net cash proceeds of approximately $315 million of this total, Gran Tierra will have approximately $250 million in cash at closing, and the remaining $65 million will be payable 364 days thereafter pursuant to an unsecured note issued by the divested business. The divested business comprises all of Gran Tierra’s assets in Colombia and Ecuador.
Completion is subject to Gran Tierra stockholder approval, requisite creditor and prepayment buyer consents, and regulatory approvals in Colombia and Ecuador. The transaction is targeted to close on or about December 31, 2026, with an economic effective date of March 31, 2026.
Ben James, who led the transaction for Bracewell, commented: “We are delighted to have advised our longstanding client Gran Tierra on such an important transaction. We look forward to closing the deal, wish Maurel & Prom every success with their new stewardship of this business and look forward to Gran Tierra capitalising on this deal as it progresses its new businesses. My thanks to all the Bracewell team for their hard work and dedication to this deal.”
Bracewell lawyers involved in the transaction include:
Partners: Ben James, Troy L. Harder, Parker A. Lee and Allison K. Perry
Senior Associate: Danielle Altink
Associate: Shannon Baldwin, Georgina Coates, Ashleigh Campbell and Sam S. Folb
