Company plans to use proceeds for share buybacks, Canadian and Azerbaijan development
HOUSTON: Gran Tierra Energy Inc. has agreed to sell its oil and gas operations in Colombia and Ecuador to Établissements Maurel & Prom S.A. for $1.33 billion, a strategic move that will leave the company debt-free with approximately $250 million in cash, the company announced Wednesday.
The transaction, unanimously approved by Gran Tierra’s board of directors, includes the assumption of substantially all company liabilities by the Paris-listed Maurel & Prom, which is majority owned by PT Pertamina Internasional Eksplorasi dan Produksi, a subsidiary of Indonesia’s national energy company.
After accounting for debt assumption, customary adjustments and transaction costs, Gran Tierra expects to receive net cash proceeds of approximately $315 million. Of that amount, roughly $250 million will be available at closing, with the remaining $65 million payable within 364 days through an unsecured note.
The divested business represents approximately 29,000 barrels of oil per day of first-half 2026 average working-interest production and about 144 million barrels of proved-plus-probable reserves across 1.4 million gross acres in Colombia and Ecuador.
“This agreement realizes the significant value we have created in these assets and marks a deliberate repositioning of the company,” said Gary Guidry, president and chief executive officer of Gran Tierra. “The transaction transfers our South American business and substantially all of our net liabilities to Maurel & Prom, leaving Gran Tierra debt-free with significant liquidity.”
Strategic Repositioning
The sale follows Gran Tierra’s 2024 acquisition of Canadian assets and a February 2026 agreement for exploration, development and production sharing in Azerbaijan’s onshore Guba-Khazaryani region.
Following the transaction’s close, Gran Tierra expects to concentrate on its retained assets, which the company said offer the most attractive risk-adjusted returns and clearest path to sustainable free cash flow growth. The continuing company is projected to retain production of 12,000 to 13,000 barrels of oil equivalent per day and over 500,000 net acres.
Gran Tierra estimates a pro-forma proved-developed-producing net asset value of approximately $12.49 per share, representing an 83% premium to the company’s 20-day volume-weighted average price of $6.825 per share.
Return of Capital and Debt Reduction
A portion of proceeds is expected to fund a share repurchase program, the structure and size of which will be determined by the board and announced separately. The transaction also eliminates substantially all interest costs, resulting in estimated annual savings of approximately $80 million in interest expense.
The company said the net cash proceeds alone equate to approximately $8.21 per share, a 20% premium to the 20-day average price before ascribing any value to retained assets.
Transaction Mechanics and Timeline
The deal is structured as a share sale and purchase agreement valued at a total enterprise value of $1.33 billion, which aligns to an after-tax net present value of approximately $1.37 billion for the divested business’s proved-plus-probable reserves.
The transaction requires approval by Gran Tierra’s stockholders at a special meeting expected in the third quarter of 2026. The company must also obtain creditor consents and regulatory approvals in Colombia, including from the Superintendence of Industry and Commerce and the Agencia Nacional de Hidrocarburos, as well as approvals from Ecuador’s relevant ministry and hydrocarbons regulator.
Subject to satisfaction of conditions, the transaction is targeted to close on or about Dec. 31, 2026, with an economic effective date of March 31, 2026.
The agreement contains customary termination rights and provides for a mutual break fee of $50 million.
Buyer Position
Maurel & Prom is a Euronext Paris-listed upstream operator with a market capitalization of approximately $1.9 billion. The company is 72.65% owned by the international upstream arm of Pertamina, Indonesia’s state-owned energy company, which reported revenue of approximately $71 billion and production exceeding one million barrels of oil equivalent per day for the year ended Dec. 31, 2025.
According to public disclosures, Maurel & Prom reported a positive net cash position of $257 million as of June 30, 2026, with immediately available bank liquidity of $500 million. On July 10, the group signed an agreement with its banking syndicate to refinance existing bank debt with a new $465 million, five-year facility.
The company maintains an established operating presence in Colombia, where it is currently executing a drilling campaign on the Sinú-9 block.
Advisors
BofA Securities Inc. is serving as lead financial advisor to Gran Tierra and rendered a fairness opinion to the board. RBC Capital Markets also is acting as financial advisor, with Bracewell LLP serving as legal counsel. Herbert Smith Freehills Kramer LLP is acting as legal counsel to the purchaser.
Gran Tierra Energy Inc. is listed on the NYSE American, TSX and LSE under the ticker symbol GTE.
