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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________) *
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Gran Tierra Energy Inc. |
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(Name of Issuer)
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Common Stock, par value $0.001 per share |
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(Title of Class of Securities)
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38500T101 |
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(Cusip Number)
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December 31, 2007 |
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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x |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages)
Page 1 of 13 Pages
Exhibit Index Found on Page12
13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Partners II LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 10,142,001 Shares, which is 10.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
2,842,601 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
2,842,601 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,842,601 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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Page 2 of 13 Pages
13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Overseas Fund |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 10,142,001 Shares, which is 10.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
7,299,400 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
7,299,400 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,299,400 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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Page 3 of 13 Pages
13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Advisors LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 10,142,001 Shares, which is 10.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
2,842,601 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
2,842,601 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,842,601 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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Page 4 of 13 Pages
13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Management LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 10,142,001 Shares, which is 10.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
10,142,001 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
10,142,001 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,142,001 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
PN, IA |
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Page 5 of 13 Pages
13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf GP LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 10,142,001 Shares, which is 10.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
10,142,001 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
10,142,001 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,142,001 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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Page 6 of 13 Pages
13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Savitz |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 10,142,001 Shares, which is 10.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
10,142,001 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
10,142,001 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,142,001 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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Page 7 of 13 Pages
Preliminary Note: The Reporting Persons (as defined below) are filing this Schedule 13G with respect to the shares of Common Stock, $0.001 per share (the “Shares”), of Gran Tierra Energy Inc. (the “Company”). The Reporting Persons own, in aggregate, (i) 6,808,667 Shares and (ii) warrants to purchase 3,333,334 Shares (the “Warrants”) which are exercisable within 60 days of December 31, 2007. The Reporting Persons are filing this Schedule 13G to report their beneficial ownership of their respective Shares through their ownership of Shares and Warrants. All numbers and percentages contained in this Schedule 13G represent beneficial ownership of Shares (including Shares owned directly by the Reporting Persons and Shares deemed to be beneficially owned through the Warrants owned by the Reporting Persons), unless stated otherwise. All percentages were calculated based on the 95,176,976 Shares outstanding as of December 31, 2007 (as reported by the Company in Post-Effective Amendment No. 1 to its Registration Statement on Form SB-2 on Form S-1 filed with the Securities and Exchange Commission on January 25, 2008), plus the additional Shares that would be issued if each Reporting Person exercised the Warrants it owns as of the date of this filing. The percentages do not assume the exercise of Warrants held by any other persons or entities.
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Item 1. |
Issuer |
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(a) |
Name of Issuer |
Gran Tierra Energy Inc.
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(b) |
Address of Issuer’s Principal Executive Offices |
300,611 10th Avenue S.W., Calgary, Alberta, Canada T2R 0B2
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Item 2. |
Identity And Background |
Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))
This statement relates to Shares and Warrants ofthe Company. The CUSIP number of the Shares is 38500T101.
Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”
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(i) |
Greywolf Capital Partners II LP, a Delaware limited partnership (“Greywolf Capital II”), with respect to the Shares beneficially owned by it (through its ownership of Shares and Warrants); |
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(ii) |
Greywolf Capital Overseas Fund, a Cayman Islands exempted company (“Greywolf Overseas”), with respect to the Shares beneficially owned by it (through its ownership of Shares and Warrants); |
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(iii) |
Greywolf Advisors LLC, a Delaware limited liability company and the general partner of Greywolf Capital II (the “General Partner”), with |
Page 8 of 13 Pages
respect to the Shares beneficially owned by Greywolf Capital II (through its ownership of Shares and Warrants);
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(iv) |
Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of Greywolf Capital II and Greywolf Overseas, with respect to the Shares beneficially owned by Greywolf Capital II and Greywolf Overseas (through their ownership of Shares and Warrants); |
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(v) |
Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to the Shares beneficially owned by Greywolf Capital II and Greywolf Overseas (through their ownership of Shares and Warrants); and |
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(vi) |
Jonathan Savitz, a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner (“Savitz”), with respect to the Shares and Warrants beneficially owned by each of Greywolf Capital II and Greywolf Overseas (through their ownership of Shares and Warrants). |
Greywolf Capital II and Greywolf Overseas are together referred to herein as the “Greywolf Funds.”
The citizenship of each of the Reporting Persons is set forth above. The address of the principal business office of (i) all of the Reporting Persons other than Greywolf Overseas is 4 Manhattanville Road, Suite 201, Purchase, NY 10577 and (ii) Greywolf Overseas is Queensgate House, South Church Street, P.O. Box 1234, George Town, Grand Cayman.
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Item 3. |
If This Statement Is Filed Pursuant To Sections 240.13d-1(b), Or 13d-2(b) Or (c), Check Whether The Person Filing Is An Entity Specified In (a) - (j): |
Not Applicable.
If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check This Box. o
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Item 4. |
Ownership |
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.
The Shares reported hereby for Greywolf Capital II are beneficially owned by Greywolf Capital II and those reported by Greywolf Overseas are beneficially owned by Greywolf Overseas. The Warrants in respect of which Greywolf Capital II is deemed to beneficially own Shares are owned directly by Greywolf Capital II and the Warrants in respect of which Greywolf Overseas is deemed to beneficially own Shares are owned directly by Greywolf Overseas. The General Partner, as general partner to Greywolf Capital II, may be deemed to be the beneficial owner of all such Shares beneficially owned by Greywolf Capital II. The Investment Manager, as investment manager of the Greywolf Funds, may be deemed to be the beneficial owner of all
Page 9 of 13 Pages
such Shares beneficially owned by the Greywolf Funds. The Investment Manager General Partner, as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Greywolf Funds. Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Greywolf Funds.Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any such Shares.
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Item 5. |
Ownership Of Five Percent Or Less Of A Class |
Not Applicable.
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Item 6. |
Ownership Of More Than Five Percent On Behalf Of Another Person |
Not Applicable.
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Item 7. |
Identification And Classification Of The Subsidiary Which Acquired The Security Being Reported On By The Parent Holding Company |
Not Applicable.
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Item 8. |
Identification And Classification Of Members Of The Group |
The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
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Item 9. |
Notice Of Dissolution Of Group |
Not Applicable.
Item 10. Certification
Not Applicable.
Page 10 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 31, 2008
/s/ Jonathan Savitz
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf
And as investment manager to
GREYWOLF CAPITAL OVERSEAS FUND
By Jonathan Savitz,
Managing Member of Greywolf GP LLC, its General Partner
/s/ Jonathan Savitz
Jonathan Savitz
Page 11 of 13 Pages
EXHIBIT INDEX
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EXHIBIT 1 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |
Page 12 of 13 Pages
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: January 31, 2008
/s/ Jonathan Savitz
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf
And as investment manager to
GREYWOLF CAPITAL OVERSEAS FUND
By Jonathan Savitz,
Managing Member of Greywolf GP LLC, its General Partner
/s/ Jonathan Savitz
Jonathan Savitz
Page 13 of 13 Pages