SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 4

GEOPARK LIMITED

(Name of Subject Company (Issuer) and Filing Person (Offeror))

COMMON SHARES, PAR VALUE U.S.$0.001 PER SHARE

(Title of Class of Securities)

G38327105

(CUSIP Number of Class of Securities)

Mónica Jiménez González
Chief Strategy, Sustainability and Legal Officer
GeoPark Limited
Calle 94 N° 11-30, 8o floor
Bogotá, Colombia
Phone: +57 1 743 2337
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
Maurice Blanco, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Phone: (212 ) 450-4000

Fax: (212) 701-5800

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2024, as amended and supplemented by Amendment No. 1 filed with the SEC on March 28, 2024, Amendment No. 2 filed with the SEC on April 11, 2024 and Amendment No. 3 filed on April 18, 2024 (as supplemented or amended from time to time, the “Schedule TO”), by GeoPark Limited (the “Company”), an exempted company limited by shares incorporated under the laws of Bermuda, in relation to the Company’s offer (the “Offer”) to purchase for cash up to an aggregate amount of U.S.$50,000,000 of its common shares, par value U.S.$0.001 per share, at a purchase price not greater than U.S.$10.00 nor less than U.S.$9.00 per share, in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 20, 2024 (as supplemented or amended from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as supplemented or amended from time to time, the “Letter of Transmittal”).

This Amendment No. 4 is being filed to amend and supplement certain provisions of the Schedule TO and the Exhibits thereto. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged. This Amendment No. 4 should be read in conjunction with the Schedule TO and the Exhibits thereto. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO and the Exhibits thereto.

ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On April 22, 2024, the Company issued a press release announcing the final results of the Offer, which expired at 05:00 P.M., New York City time, on April 17, 2024. A copy of the press release is incorporated by reference herein as Exhibit (a)(1)(J) to the Schedule TO.

ITEM 12. EXHIBITS.

Item 12 and the Exhibit Index of the Schedule TO are hereby amended and supplemented by adding the following exhibit:

(a)(1)(J) Press Release dated April 22, 2024.

1 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 22, 2024

GEOPARK LIMITED
By:	/s/ Jaime Caballero Uribe
	Name:	Jaime Caballero Uribe
	Title:	Chief Financial Officer

EXHIBIT INDEX

(a)(1)(A)*	Offer to Purchase dated March 20, 2024.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*	Press Release dated March 20, 2024.
(a)(1)(G)*	Summary Advertisement.
(a)(1)(H)*	Press Release dated April 11, 2024.
(a)(1)(I)*	Press Release dated April 18, 2024.
(a)(1)(J)**	Press Release dated April 22, 2024.
(a)(5)(A)*	Annual Report on Form 20-F of GeoPark Limited for the year ended December 31, 2023, filed on March 28, 2024 (incorporated by reference to such filing).
(a)(5)(B)*	Q4 2023 and FY 2023 Earnings Release issued on March 6, 2024 (incorporated by reference to Exhibit 99.1 to the Company’s Schedule TO-C, as filed with the SEC on March 6, 2024).
(a)(5)(C)*	Transcript of the Q4 2023 and FY 2023 Earnings Conference Call issued on March 11, 2024 (incorporated by reference to Exhibit 99.1 to the Company’s Schedule TO-C, as filed with the SEC on March 11, 2024).
(b)	Not Applicable.
(d)(1)*	GeoPark Limited 2018 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed December 12, 2018).
(d)(2)*	GeoPark Limited 2016 Non-Executive Director Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed October 28, 2016).
(d)(3)*	Compensation Recoupment Policy.
(g)	Not Applicable.
(h)	Not Applicable.
107*	Filing Fee Table.

* Previously filed.

** Filed herewith.

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

FOR IMMEDIATE DISTRIBUTION

GEOPARK ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER

Bogota, Colombia – April 22, 2024 - GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK), a leading independent Latin American oil and gas explorer, operator and consolidator, today announced the final results of its tender offer to purchase its common shares, or the shares, at (i) prices specified by the tendering shareholders of not greater than U.S.$10.00 nor less than U.S.$9.00 per common share or (ii) at the purchase price determined in accordance with the tender offer. The tender offer expired at 5:00 p.m., New York City time, on April 17, 2024.

Based on the final count by Computershare Trust Company, N.A., the Depositary for the tender offer (the “Depositary”), a total of 4,369,181 common shares of GeoPark were properly tendered and not properly withdrawn at the final cash purchase price of U.S.$10.00 per share.

Accordingly, GeoPark acquired 4,369,181 shares at a purchase price of U.S.$10.00 per share, for a total cost of approximately U.S.$43.7 million, excluding fees and other expenses related to the tender offer. These shares represent 7.87% of the issued and outstanding common shares of GeoPark as of April 19, 2024. The Depositary will promptly pay for the shares accepted for purchase.

After giving effect to the purchase of the common shares, GeoPark will have 51,117,757 outstanding common shares.

GeoPark funded the share purchases in the tender offer from its cash and investments.

GeoPark’s tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated March 20, 2024 and as amended on April 11, 2024 and April 18, 2024.

The Dealer Manager for the Offer was BTG Pactual US Capital, LLC. The Information Agent for the tender offer was Georgeson LLC. The Depositary was Computershare Trust Company, N.A. Holders of shares who have questions or would like additional information about the Offer should contact the Information Agent toll free at (866) 356-2715.

NOTICE

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL GEOPARK LIMITED’S COMMON SHARES. THE TENDER OFFER WAS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT GEOPARK DISTRIBUTED TO ITS SHAREHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. SHAREHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT GEOPARK FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

All statements contained in this press release, other than statements of historical fact, are forward-looking statements including those regarding the expected timing of the tender offer described in this press release. These statements speak only as of the date of this press release and are based on our

current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting the ethanol, sugar and logistics industries; and changes in facts and circumstances and other uncertainties concerning the tender offer. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.