GeoPark Latin America Limited Agencia en Chile Announces Commencement of Tender Offer for Any and All of Its 7.50% Senior Secured Notes Due 2020

GeoPark Latin America Limited Agencia en Chile (the "Company") an established branch, under the laws of Chile, of GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda and wholly owned by GeoPark Limited, an exempted company incorporated under the laws of Bermuda ("GeoPark") GPRK, today announced that it has commenced a cash tender offer (the "Offer") to purchase any and all of its outstanding 7.50% Senior Secured Notes due 2020 (the "Notes"). The complete terms and conditions of the Offer are set forth in the offer to purchase dated September 6, 2017 (the "Offer to Purchase"). Capitalized terms used but not defined herein have the meanings set forth in the Offer to Purchase. Certain information related to the Notes and the Offer is listed in the table below.

                 

Principal

           

Early

     

Security

CUSIP

Amount

Tender

Tender

Total

Description

ISIN Number

Number

Outstanding

Consideration(1)

Payment

Consideration(2)

7.50% Senior

Secured Notes

due 2020

USP4833JAA45

(Regulation S)

and

US37253DAA54

(144A)

P4833JAA4

(Regulation S)

and

37253DAA5

(144A)

U.S.$300,000,000 U.S.$ 1,011.25 U.S.$ 30.00 U.S.$ 1,041.25
 
(1) The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn after the Early Tender Time and at or prior to the Expiration Time (as described herein) and accepted for purchase, excluding accrued and unpaid interest.
(2) The Tender Consideration plus the Early Tender Payment to be paid for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as described herein) and accepted for purchase, excluding accrued and unpaid interest.
 

Subject to the terms and conditions described in the Offer to Purchase, the Offer is scheduled to expire at 11:59 p.m., New York City time, on October 3, 2017 (the "Expiration Time"), unless extended by the Company. The total consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on September 19, 2017 (the "Early Tender Time") and accepted pursuant to the Offer will be U.S.$1,041.25 (the "Total Consideration"). The Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment"). The Early Tender Payment is payable only to holders who validly tender their Notes at or prior to the Early Tender Time, if such Notes are accepted pursuant to the Offer. Holders who tender their Notes after the Early Tender Time and at or prior to the Expiration Time will be entitled to receive the tender consideration, which is equal to the Total Consideration minus the Early Tender Payment (the "Tender Consideration"), if such Notes are accepted for purchase.

The Company, subject to the terms and conditions described in the Offer to Purchase, will pay (i) the Total Consideration, plus accrued and unpaid interest up to, but not including the date of payment, promptly after the Early Tender Time (the "Early Settlement Date") to all holders who validly tender and do not validly withdraw their Notes at or prior to the Early Tender Time; and (ii) the Tender Consideration, plus accrued and unpaid interest, promptly after the Expiration Time (the "Final Settlement Date" and, each of the Early Settlement Date and the Final Settlement Date, a "Settlement Date") to all holders who validly tender their Notes after the Early Tender Time and at or prior to the Expiration Time.

In connection with the Offer, GeoPark has launched an offering of senior secured notes (the "New Notes Offering"). GeoPark intends to make a capital contribution to the Company with the proceeds from the sale of the New Notes pursuant to the New Notes Offering. The Offer is subject to the Company's receipt from GeoPark of a capital contribution with the proceeds from the New Notes Offering sufficient to purchase all of the Notes validly tendered, as described more fully in the Offer to Purchase, and to certain customary conditions as described in the Offer to Purchase. The Offer is not conditioned upon any minimum number of Notes being tendered.

The Company intends to issue a redemption notice on the Early Settlement Date to redeem any and all Notes not purchased in the Offer, and to satisfy and discharge the Notes and the indenture governing the Notes on the Early Settlement Date by irrevocably depositing the necessary funds in a trust account with the trustee, in accordance with the terms of the indenture governing the Notes. This press release does not constitute a notice of redemption of the Notes.

Tenders of Notes may be validly withdrawn at any time prior to the withdrawal deadline, which is 5:00 p.m., New York City time, on September 19, 2017, unless extended (such time and date, as the same may be extended, the "Withdrawal Deadline"). Tendered Notes may not be withdrawn after the Withdrawal Deadline unless the Company (i) makes a material change in the terms of the Offer that is, in the Company's determination, adverse to the interests of tendering holders of the Notes or (ii) is otherwise required by law to permit withdrawal.

The Company is not soliciting consents to modify any of the covenants in the indenture governing the Notes. Any Notes that remain outstanding after the consummation of the Offer will continue to be the Company's obligations, subject to the expected redemption described above. Holders of those outstanding Notes will continue to have all the rights associated with the Notes and the indenture governing the Notes.

The Company has engaged Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC to act as dealer managers (the "Dealer Managers") in connection with the Offer. Questions regarding the Offer may be directed to Credit Suisse Securities (USA) LLC at +1 (212) 538-2147 (collect) or (800) 820-1653 (U.S. toll-free) and Goldman Sachs & Co. LLC at +1 (212) 902-6595 (collect) or (800) 828-3182 (U.S. toll-free). Requests for documentation may be directed to D. F. King & Co., Inc., the information and tender agent for the Offer, at +1 (212) 269-5550 (for banks and brokers), (866) 796-6867 (U.S. toll-free) or email at geopark@dfking.com.

This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities, and is not an offer to sell or a solicitation of an offer to buy any securities, including the notes being offered in the New Notes Offering. The Offer is being made solely pursuant to the terms of the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company, GeoPark, the Dealer Managers or D.F. King & Co., Inc. makes any recommendation as to whether holders should tender or refrain from tendering their Notes. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender. Neither the Company nor GeoPark gives any assurance that the New Notes Offering, if commenced, can be completed on any terms or at all.

ABOUT THE COMPANY AND GEOPARK

The Company is an established branch, under the laws of Chile, of GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda, which is wholly owned by GeoPark Limited, an exempted company incorporated under the laws of Bermuda.

GeoPark is a leading independent oil and natural gas exploration and production company with operations in Colombia, Chile, Brazil, Peru and Argentina and a proven track record of growth in production and reserves since 2006. GeoPark operates in Colombia, Chile, Brazil, Peru and Argentina.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are proceeded by words such as "believes," "expects," "may," "anticipates," "plans," "intends," "assumes," "will" or similar expressions. The forward-looking statements contained herein include statements about the Offer. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, GeoPark's business and operations involve numerous risks and uncertainties, many of which are beyond the control of GeoPark, which could result in GeoPark's expectations not being realized or otherwise materially affect the financial condition, results of operations and cash flows of GeoPark. Some of the factors that could cause future results to materially differ from recent results or those projected in forward-looking statements are described in GeoPark's filings with the United States Securities and Exchange Commission.

The forward-looking statements are made only as of the date hereof, and neither the Company nor GeoPark undertakes any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.

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