SierraCol Energy Andina, LLC announces a Tender Offer to purchase up to U.S.$300,000,000 in aggregate principal amount of its 6.000% Notes due 2028
LONDON, Oct. 23, 2025 /PRNewswire/ -- SierraCol Energy Limited ("SierraCol Energy") announced today that SierraCol Energy Andina, LLC, a direct subsidiary of SierraCol Energy (the "Company"), has commenced a tender offer (the "Tender Offer") 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, as may be increased or modified by the Company in its sole discretion, 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.
Timetable for the Tender Offer
- Commencement of the Tender Offer: October 23, 2025
- Early Tender Time: 5:00 p.m., New York City time, on November 5, 2025
- Withdrawal Deadline: 5:00 p.m., New York City time, on November 5, 2025
- Early Settlement Date (at the Company's option): on any day that is at least three business days following the Early Tender Time and before the Expiration Time (as defined below).
- Expiration Time: 5:00 p.m., New York City time, on November 21, 2025
- Final Settlement Date: within two business days following the Expiration Time
Details of the Tender Offer
Title of | CUSIPs / ISINs / | Outstanding | Maximum | Tender Offer | Early | Total |
6.000% | 144A:
Reg S: | U.S.$600,000,000 | U.S.$300,000,000 | U.S.$950 | U.S.$50 | U.S.$1,000 |
(1) | No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this Offer to Purchase or printed on the Notes. Such CUSIP numbers are provided solely for the convenience of the holders of the Notes ("Holders"). |
(2) | The Maximum Amount of U.S.$300,000,000 represents the maximum aggregate principal amount of Notes that will be purchased in the Tender Offer. We may increase the Maximum Amount as described herein. |
(3) | Consideration in the form of cash per U.S.$1,000 principal amount of Notes that are validly tendered (and not validly withdrawn) and accepted for purchase. Excludes Accrued Interest, if any, which will be paid in addition to the Tender Offer Consideration or Total Consideration, as applicable. |
(4) | The Early Tender Payment will be payable to Holders who validly tender (and do not validly withdraw) their Notes on or prior to the Early Tender Time. |
(5) | Includes the Early Tender Payment for Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Time. |
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 order for Holders to be eligible to receive the Total Consideration (as defined below) for their Notes, such Holders must validly tender (and not validly withdraw) such Notes at or prior to 5:00 p.m., New York City time, on November 5, 2025, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Early Tender Time"). Holders that tender Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration (as defined below), which does not include the Early Tender Payment (as defined below).
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 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 "Tender Offer Consideration").
In addition, Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the applicable Settlement Date (as defined below) for the Notes accepted for purchase (the "Accrued Interest"). The Company will only accept for purchase Notes up to the Maximum Amount.
The Company's obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain customary conditions, as further described in the Offer to Purchase.
On any day that is at least three business days following the Early Tender Time and before the Expiration Time, the Company will have the right, but not the obligation, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time (the "Early Settlement Date"), subject to the Maximum Amount and proration. The Early Settlement Date with respect to the Tender Offer will be determined at the Company's option, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company.
Regardless of whether the Company exercises its option to have an Early Settlement Date with respect to the Tender Offer, the Company will purchase any remaining Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Time and that the Company chooses to accept for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company, within two business days following the Expiration Time or as promptly as practicable thereafter (the "Final Settlement Date"; the Final Settlement Date and the Early Settlement Date, each being referred to as a "Settlement Date"), subject to the Maximum Amount and proration.
If the purchase of all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time would cause the Company to accept for purchase an aggregate principal amount of Notes in excess of the Maximum Amount, then the Tender Offer will be oversubscribed at the Early Tender Time and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Company will purchase Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Company purchases an aggregate principal amount of Notes that does not exceed the Maximum Amount. Accordingly, if the Maximum Amount is reached in respect of tenders of Notes made at or prior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase.
If all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time would not cause the Company to accept for purchase an aggregate principal amount of Notes equal to or in excess of the Maximum Amount, assuming satisfaction or waiver of the conditions of the Tender Offer, the Company will purchase on the Final Settlement Date Notes validly tendered (and not validly withdrawn) after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase, subject to the Maximum Amount and proration. If the purchase of such Notes would cause the Company to accept for purchase an aggregate principal amount of Notes in excess of the Maximum Amount, then the Tender Offer will be oversubscribed at the Expiration Time and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Company will purchase on the Final Settlement Date Notes validly tendered (and not validly withdrawn) after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Company purchases the maximum aggregate principal amount of Notes that does not exceed the Maximum Amount; provided that Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time will have priority in acceptance over Notes validly tendered after the Early Tender Time.
Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer prior to 5:00 p.m., New York City time, on November 5, 2025, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter. The Early Tender Time or Expiration Time may be extended independently of the Withdrawal Deadline.
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 or decrease the Maximum Amount, (v) extend the Withdrawal Deadline, (vi) extend or amend the Early Tender Time or the Expiration Time, or (vii) modify the Tender Offer Consideration or the Early Tender Payment, in each case (other than clause (v)) without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders, subject to applicable law.
Tendering Holders who wish to tender their Notes for cash and also subscribe for the New Notes should quote a unique identifier code ("Unique Identifier Code"), which can be obtained by contacting the Dealer Managers (identified below), in their ATOP instruction (as defined in the Offer to Purchase). A Unique Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such holder should obtain and quote a Unique Identifier Code in its ATOP instruction. The Company will review tender instructions received on or prior to the Expiration Time and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.
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: contact@gbsc-usa.com
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. 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, headquartered in Bogotá, Colombia, manages a high-quality portfolio with resilient free cash flow generation and is advised by The Carlyle Group.
Investor Relations Contact
SierraCol Energy
Email: ir@sierracol.com
Website: www.sierracolenergy.com
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SOURCE SierraCol Energy Limited
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