GeoPark Acquires Frontera International for $375 Million

GeoPark (GPRK) announced that it has entered into a definitive agreement with Frontera Energy (FECCF) to acquire 100% of Frontera International which consists exclusively of oil and gas exploration and production assets in Colombia, for a cash purchase price of $375M, subject to customary closing adjustments, and an additional payment of $25M contingent on the achievement of certain development milestones. The transaction does not include the acquisition of Frontera Energy nor its infrastructure assets nor its exploration interests in Guyana. Pro forma production is expected to exceed 90,000 boepd by 2028, with EBITDA of approximately $950M, doubling GeoPark's previously announced 2028 standalone outlook of 44,000-46,000 boepd and $490M-$520M of EBITDA. GeoPark expects consolidated 2026E pro forma net leverage at closing of approximately 2.0x EBITDA, supported by strong base cash flow generation from the combined portfolio. Continued free cash flow generation, immediate integration synergies and the ramp-up of GeoPark's Vaca Muerta development are expected to drive deleveraging to approximately 1.4x net debt to EBITDA by 2028, with leverage falling below 1.0x thereafter. The total cash consideration consists of: $375M payable at closing, subject to customary closing adjustments, and an additional payment of $25M contingent on the achievement of certain development milestones. Pursuant to the agreement, GeoPark will also assume Frontera Energy's $310M unsecured notes, which will remain outstanding post-closing, and $79M net outstanding under a prepayment facility. The transaction implies an enterprise value of approximately $600M for the acquired assets, comprising the cash consideration and the assumption of existing debt, less Frontera International's cash position. The acquired portfolio comprises 17 upstream blocks in Colombia. In addition to the upstream asset portfolio, the transaction includes Frontera Energy's integrated water management and environmental sustainability project, comprised of the SAARA reverse osmosis water treatment facility and the ProAgrollanos palm oil plantation which benefits from irrigation from SAARA. The transaction has an effective date of January 1, subject to regulatory approvals and customary closing conditions. The acquisition will be funded through a combination of cash on hand and committed sources of financing, including a prepayment facility with Vitol. No equity issuance is contemplated in the transaction. The transaction includes customary termination fees under the definitive agreement, applicable in certain circumstances, consistent with transactions of this nature. The agreement has been unanimously approved by the boards of directors of both GeoPark and Frontera Energy, and support agreements have been entered into with Frontera Energy's directors, officers and shareholders holding a majority of the voting power.