As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/25/13  GeoPark Ltd                       DRS¶        9/09/13   12:11M                                    Merrill Corp/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DRS         Draft Registration Statement by an Emerging Growth  HTML   4.60M 
                Company or a Foreign Private Issuer                              
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     10K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     25K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML    376K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    811K 
 6: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     61K 
 7: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     57K 
 8: EX-10.1     Material Contract                                   HTML    194K 
 9: EX-10.2     Material Contract                                   HTML    304K 
10: EX-10.3     Material Contract                                   HTML    379K 
11: EX-21.1     Subsidiaries                                        HTML     18K 
12: EX-99.1     Miscellaneous Exhibit                               HTML    509K 

Prospectus summary

This summary highlights certain information appearing elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the "Risk Factors," "Forward-looking Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Unaudited Condensed Combined Pro Forma Financial Data" sections, our Consolidated Financial Statements and the related notes, the Colombian Acquisitions Consolidated Financial Statements and the related notes, and the Rio das Contas Consolidated Financial Statements and the related notes, included in this prospectus, before deciding to invest in our common shares. Although we believe that the estimates and projections included in this prospectus are based on reasonable assumptions, investors should be aware that these estimates and projections are subject to many risks and uncertainties as described in "Risk Factors" and "Forward-looking Statements." We have provided definitions for certain industry terms used in this prospectus in the "Glossary of Oil and Natural Gas Terms" included as Appendix A to this prospectus.

Our business

Overview

We are an independent oil and natural gas exploration and production, or E&P, company with operations in South America and a proven track record of growth in production, reserves and cash flows since 2006. We operate in Chile, Colombia and, to a lesser extent, in Argentina, and we expect to begin operating in Brazil by the end of 2013, following the closing of our pending Rio das Contas acquisition and the separate award to us of seven new concessions in Brazil (which we refer to collectively as our Brazil Acquisitions). See "—Recent developments."

We have a well-balanced portfolio of assets that includes working and/or economic interests in 19 onshore hydrocarbons blocks, with nine blocks currently in production and eight additional blocks upon the closing of the Brazil Acquisitions. We produced a net average of 13,426 boepd during the first quarter of 2013, 63% of which was produced in Chile, 37% of which was produced in Colombia and 0.4% of which was produced in Argentina, and of which 78% was oil. Including the Brazil Acquisitions, on a pro forma basis, we would have produced an average of 17,566 boepd during the first quarter of 2013, with Chile, Colombia and Brazil and representing 48%, 28% and 24% of our production, respectively, and with oil representing 60% of our total production. As of December 31, 2012, we had net proved reserves of 16.8 mmboe (comprising 71% oil and 29% natural gas), of which 61% and 39% were in Chile and Colombia, respectively, and we estimate that Rio das Contas had net proved reserves of 8.0 mmboe (comprising approximately 98% natural gas) as of June 30, 2013.

We have developed our company around three principal capacities:

•

our ability to successfully explore the subsurface in the search for oil and gas;

•

our ability to efficiently operate, drill, produce and market hydrocarbons from our properties; and

•

our ability to acquire and consolidate assets in the main oil- and natural gas-producing regions in South America.

We believe that our risk and capital management policies have enabled us to compile a geographically diverse portfolio of properties that balances exploration, development and production and oil with gas. These attributes have also allowed us to raise capital and to partner with premier international companies. Finally, we believe we have developed a distinctive culture within our organization that promotes and

 

rewards partnership, entrepreneurship and merit. Consistent with this approach, all of our employees are eligible to participate in our long-term incentive program, or our Performance-Based Employee Long-Term Incentive Program. See "Management—Compensation—Executive compensation—Performance-Based Employee Long-Term Incentive Program."

In Chile, we are the first and the largest non-state-controlled oil and gas producer. We began operations in 2006 in the Fell Block and have evolved from having a non-operated, non-producing interest to having a fully-owned and operated asset with over 10.2 mmboe of net proved reserves as of December 31, 2012 and average production of 8,436 boepd in the first three months of 2013. In addition, we operate five other hydrocarbon blocks in Chile with significant prospective resources.

In Colombia, following our successful acquisitions of Winchester, Luna and Cuerva in early 2012, we have an asset base of 10 hydrocarbon blocks where we were able to increase average production to 4,938 boepd in the first three months of 2013, an increase of 68% on a pro forma basis as compared to the first three months of 2012. As of December 31, 2012, we had net proved reserves of 6.6 mmboe in Colombia.

In May 2013, we expanded our footprint to Brazil, and were awarded, subject to confirmation of approval requirements and entry into concession agreements with the ANP, seven new concessions in the onshore Recôncavo Basin in the State of Bahia and in the onshore Potiguar Basin in the State of Rio Grande do Norte. We also agreed, in May 2013, to acquire Rio das Contas from Panoro, which holds a 10% working interest in the shallow offshore Manati Field, the largest non-associated gas field in Brazil, which produced, in the year ended December 31, 2012, approximately 8.7% of the gas produced in Brazil. Rio das Contas's 10% working interest in the Manati Field represented 4,140 boepd of production during the first quarter of 2013. See "—Recent developments."

The table below sets forth certain of our financial and operating data for the periods indicated, as well as pro forma data reflecting our acquisitions of Winchester, Luna and Cuerva in Colombia and our pending Brazil Acquisitions.

 

Our history

We were founded in 2002 by Gerald E. O'Shaughnessy and James F. Park, who have over 25 and 35 years of international oil and natural gas experience, respectively, and who, as of March 31, 2013, collectively held approximately 32.31% of our common shares and are involved in our operations and strategy. Mr. O'Shaughnessy currently serves as our Executive Chairman and Mr. Park currently serves as our Chief Executive Officer and Deputy Chairman, and both actively contribute to our ongoing operations and business decisions.

Our history commenced with the purchase of AES Corporation's upstream oil and natural gas assets in Chile and Argentina. Those assets included a non-operating working interest in the Fell Block in Chile, which at that time was operated by the Empresa Nacional de Petróleo, or ENAP, the Chilean state-owned hydrocarbon company, and operating working interests in the Del Mosquito, Cerro Doña Juana and Loma Cortaderal blocks in Argentina, which we collectively refer to as the Argentina Blocks. Since 2002, our business has grown significantly.

In 2006, after demonstrating our technical expertise and committing to an exploration and development plan, we obtained a 100% operating working interest in the Fell Block by the Republic of Chile. Also in 2006, the International Finance Corporation, or the IFC, a member of the World Bank Group, became one of our principal shareholders, and we listed our common shares on the Alternative Investment Market of the London Stock Exchange, or the AIM, in an initial public offering outside the United States of common shares. Subsequently, in 2008 and 2009, we issued and sold additional common shares outside the United States.

In 2008 and 2009, we continued our growth in Chile by acquiring operating working interests in each of the Otway and Tranquilo Blocks, and by forming partnerships with Pluspetrol, Wintershall, Methanex and IFC.

In 2010, we formed a strategic partnership with LGI, a Korean conglomerate, to jointly acquire and develop upstream oil and gas projects in South America. LGI's business includes a portfolio of energy and raw material projects, including oil and gas projects in the Middle East and in Southeast and Central Asia.

In 2011, we were awarded operating working interests in each of the Isla Norte, Flamenco and Campanario blocks in Tierra del Fuego, Chile, which we refer to collectively as the Tierra del Fuego Blocks, and in 2012, we formalized and entered into special operation contracts (Contratos Especiales de Operación para la Exploración y Explotación de Yacimientos de Hidrocarburos), each of which we refer to as a CEOP, with Chile for the exploration and exploitation of these blocks.

Also in 2011, LGI acquired a 20% equity interest in GeoPark Chile and a 14% equity interest in GeoPark TdF S.A., or GeoPark TdF, for US$148.0 million. LGI also provided to GeoPark TdF US$84.0 million in stand-by letters of credit to partially secure the US$101.4 million performance bond required by the

 

Chilean government to guarantee GeoPark TdF's obligations with respect to the minimum work program under the Tierra del Fuego CEOPs. Our agreement with LGI in the Tierra del Fuego Blocks allows us to earn back up to 12% equity participation in GeoPark TdF, depending on the success of our operations in Tierra del Fuego. See "Business—Significant agreements—Agreements with LGI."

In the first quarter of 2012, we moved into Colombia by acquiring three privately held E&P companies, Winchester, Luna and Cuerva. These acquisitions provide us with an attractive platform in Colombia that includes working interests and/or economic interests in 10 blocks located in the Llanos, Magdalena and Catatumbo Basins and covering an area of approximately 575,000 gross acres.

In December 2012, LGI acquired a 20% equity interest in GeoPark Colombia for US$20.1 million, including the assumption of existing debt and the commitment to provide additional funding to cover LGI's share of required future investments in Colombia. In addition, our agreement with LGI in Colombia allows us to earn back up to 12% of equity participation in GeoPark Colombia, depending on the success of our operations in Colombia. See "Business—Significant agreements—Agreements with LGI." We and LGI also agreed that we would extend our strategic partnership to build a portfolio of upstream oil and gas assets throughout South America through 2015. We believe our partnership with LGI represents a positive independent assessment and validation of the quality of our Chilean and Colombian asset inventory, the extent of our technical and operational expertise and the ability of our management to structure significant transactions.

In May 2013, we entered into agreements to expand our operations to Brazil. See "—Recent developments."

Our operations

We have been able to successfully develop our assets through drilling, with a 67% success ratio, resulting from 85 of the 126 wells that we drilled from 2006 through March 31, 2013 having become productive wells. We have grown our business through winning new licenses and acquiring strategic assets and businesses, with 15 new blocks incorporated into our portfolio since January 1, 2006 and eight more expected to be incorporated upon the closing of our Brazil Acquisitions. Furthermore, we believe that we are well-positioned through our prospect development efforts, our drilling program and our long-term strategic alliances with key industry participants to de-risk our prospects and unlock the potential of our blocks. Since our inception, we have supported our growth by developing long-term strategic partnerships, accessing debt and equity capital markets and developing and retaining a technical team with vast experience and a successful track record of finding and producing oil and gas in South America. A key factor behind our success ratio is our experienced team of geologists, geophysicists and engineers, including professionals with specialized expertise in geological conditions in each of Chile, Colombia, Brazil and Argentina.

Currently, we are in the midst of our most significant exploration and drilling plan to date. For the first three months of 2013, we drilled 12 new wells (seven in Chile and five in Colombia) in blocks in which we have working interests and/or economic interests. We invested US$74.8 million (US$45.8 million and US$28.9 million in Chile and Colombia, respectively) for the first three months of 2013, of which US$32.6 million related to exploration. We intend to continue this program through the rest of 2013, and expect our total investments for 2013 to be between US$200 to US$230 million in Chile and Colombia, which will include the drilling of 35 to 45 wells.

 

The following map shows the countries in which we have blocks with working and/or economic interests.

---

(1)    We entered into an agreement on May 10, 2013 with Panoro to acquire Rio das Contas, which holds a 10% working interest in the BCAM-40 Concession. We were also awarded seven new licenses in the Recôncavo and Potiguar Basins in Brazil. We expect these acquisitions to be completed by the end of 2013. See "—Recent developments."

The following table sets forth our net proved reserves and other data at and for the year ended December 31, 2012.

As of June 30, 2013, we estimate that the total net proved reserves attributable to Rio das Contas in Brazil as 8.0 mmboe, which generated revenues of US$51.1 million for the year ended December 31, 2012.

 

Our commitment to growth has translated into a strong compounded annual growth rate, or CAGR, of 51.3% for production in the period from 2007 to 2012, as measured by boepd in the table below.

During the year ended December 31, 2012, Rio das Contas produced 3.7 mboepd.

The following table sets forth our production of oil and natural gas in the blocks in which we have a working interest and/or economic interest as of March 31, 2013.

For the three-month period ended March 31, 2013, Rio das Contas produced an average of 4,140 boepd, with an average sales price of US$42.4/boe and an average production cost of US$22.5/boe.

Our assets

According to the D&M Reserves Report, as of December 31, 2012, the blocks in Chile, Colombia and Argentina in which we have a working interest had 16.8 mmboe of net proved reserves, with 61%, or 10.2 mmboe, and 39%, or 6.6 mmboe, of such net proved reserves located in Chile and Colombia, respectively. For the three-month period ended March 31, 2013, we produced an average of 13,426 boepd, 63% of which, or 8,436 boepd, was produced in the Fell Block, 37% of which, or 4,938 boepd, was produced in the Colombia blocks and 0.4%, or 52 boepd, was produced in the Argentina blocks.

 

We are the operator of a majority of the blocks in which we have a working interest. The following table summarizes certain information about our Chilean, Colombian and Argentine blocks as of March 31, 2013, except as otherwise indicated.

 

The table below summarizes information as of March 31, 2013, unless otherwise indicated, regarding the blocks in Brazil in which we expect to have a working interest following the closing of our Brazil Acquisitions.

Our strengths

We believe that we benefit from the following competitive strengths:

High quality and diversified asset base built through a successful track record of organic growth and acquisitions

Our assets include a diverse portfolio of oil- and natural gas-producing reserves, operating infrastructure, operating licenses and valuable geological surveys. According to the D&M Reserves Report, as of December 31, 2012, we had 16.8 mmboe of net proved reserves in Chile and Colombia of which 71%, or 11.9 mmboe, was in oil, and 29%, or 4.9 mmboe, was in gas, and of which 37%, or 6.2 mmboe, were net proved developed reserves. Throughout our history, we have delivered continuous growth in our production, and our management team has been able to identify unexploited assets and turn them into valuable, productive assets. For example, in 2002, we acquired a non-operating working interest in the Fell Block in Chile, which at the time had no material oil and gas production or reserves despite having been actively explored and drilled over the course of more than 50 years. Since 2006, when we became the operator of the Fell Block, through March 31, 2013, we have invested approximately US$410 million and drilled approximately 88 wells in the block, with 72% of such wells becoming productive during that period. Currently, we are the operator and sole concessionaire of the Fell Block which, during the three-month period ended March 31, 2013, produced approximately 8,436 boepd from 54 active wells. As of May 31, 2013, we generated 70% of Chile's total oil production and 19% of its gas production, according to information provided by the Chilean Ministry of Energy.

The acquisitions of Winchester, Luna and Cuerva in Colombia in the first quarter of 2012 gave us access to an additional 574,979 of gross exploratory and productive acres across 10 blocks in what we believe to be one of South America's most attractive oil and gas geographies. According to the D&M Reserves Report, as of December 31, 2012, the blocks in Colombia in which we have a working interest had 6.6 mmboe of net proved reserves, all of which were in oil. Since we acquired Winchester, Luna and Cuerva, we were able to increase average production to 4,938 boepd in Colombia in the first three months of 2013, an increase of

 

68% (on a pro forma basis) as compared to the first three months of 2012. Also, we have been able to leverage our technical expertise and have made several discoveries in the Llanos Basin, including the first discovery of oil located in the down throw side of an extension fault in our Llanos 34 Block—a play that was not generally seen as viable prior to our discovery.

In line with our growth strategy, we announced the expansion of our footprint to Brazil. See "—Recent developments."

Significant drilling inventory and resource potential from existing asset base

Our portfolio includes large land holdings in high-potential hydrocarbon basins and blocks with multiple drilling leads and prospects in different geological formations, which provide a number of attractive opportunities with varying levels of risk. Our drilling inventory consists of over 200 identified drilling locations, and our development plans target locations that we believe are low-cost, provide attractive economics and support a predictable production profile. Currently, we are in the midst of our most significant exploration and drilling plan to date:

•

In Chile, we recently completed a 3D seismic survey covering 296,000 gross acres, or 64% of the gross acres in our Tierra Del Fuego Blocks, and drilled our first successful well (Chercán 1) in the Flamenco Block. We are currently exploring efforts to construct flowlines to connect this well to existing infrastructure and put it into production. Our Tierra del Fuego Blocks have similar geological characteristics to the Fell Block, and we intend to replicate the exploration and development strategy we successfully executed in the Fell Block in these blocks. We have also recently initiated a technical assessment of the oil and gas shale potential in the Estratos con Favrella shale formation in some of our blocks in Chile; and

•

In Colombia, following our identification of several leads and prospects in our Llanos 34 Block, our most prospective Colombian block, we have begun a 3D seismic survey on the remaining 50% of the acreage that had not been previously surveyed. Furthermore, in the second quarter of 2013, we successfully put into production our third discovery, the Potrillo 1 well in the Yamú Block, and our fourth discovery, the Tarotaro 1 well in the Llanos 34 Block.

Our geoscience team continues to identify new discoveries and expand our inventory of prospects and drilling opportunities, including the seven new exploratory concessions that were awarded to us by the ANP, subject to confirmation of approval requirements and entry into concession agreements with the ANP.

Strong liquidity and financial flexibility to fund expansion

We benefit from both historically consistent cash flows and access to debt and equity capital markets, as well as other funding sources, which have provided us with strong liquidity and the financial flexibility to finance our organic growth and the pursuit of potential new opportunities. We generated US$82.7 million and US$131.8 million in cash from operations in three months ended March 31, 2013 and the year ended December 31, 2012, respectively, and had US$176.0 million and US$38.3 million in cash and cash equivalents as of March 31, 2013 and December 31, 2012, respectively.

In 2006, we completed an initial public offering of our common shares outside the United States on the AIM and, in 2008 and 2009, we issued and sold additional common shares outside the United States.

In 2007, we obtained financing from Methanex Chile S.A., or Methanex, the Chilean subsidiary of the Methanex Corporation, a leading global methanol producer, in an amount of US$40 million, structured as a gas pre-sale agreement with a six-year term at an interest rate equal to LIBOR.

 

In 2010, we issued US$133.0 million aggregate principal amount of 7.75% secured notes in the international markets, or the Notes due 2015, which was redeemed following our issuance in 2013 of US$300.0 million aggregate principal amount of 7.50% senior secured notes due 2020, or the Notes due 2020.

Highly committed founding shareholders and technical and management teams with proven industry expertise and technically-driven culture

Our founding shareholders, management and operating teams have significant experience in the oil and gas industry and a proven technical and commercial performance record in onshore fields, as well complex projects in South America and around the world, including expertise in identifying acquisition and expansion opportunities. Moreover, we differentiate ourselves from other E&P companies through our technically-driven culture, which fosters innovation, creativity and timely execution. Our geoscientists, geophysicists and engineers are pivotal to the success of our business strategy, and we have created an environment and supplied the resources that enable our technical team to focus its knowledge, skills and experience on finding and developing oil and gas fields.

In addition, we strive to provide a safe and motivating workplace for employees in order to attract, protect, retain and train a quality team in the competitive marketplace for capable energy professionals.

Our CEO, Mr. James Park, has been involved in E&P projects in South America since 1978. He has been closely involved in grass-roots exploration activities, drilling and production operations, surface and pipeline construction, legal and regulatory issues, crude oil marketing and transportation, and investment raising for the industry. Mr. Park currently holds 16.05% of our outstanding common shares.

Our management and operating team has an average experience in the energy industry of approximately 25 years, including in companies such as Chevron, San Jorge, Petrobras, Total, Pluspetrol, ENAP and YPF, among others. Throughout our history, our management and operating team has had success in unlocking unexploited value from previously underdeveloped assets.

In addition, on a fully diluted basis, as of March 31, 2013, our executive directors, management and employees (excluding our founding shareholders) owned 7.95% of our outstanding common shares, aligning their interests with those of all our shareholders and helping retain the talent we need to continue to support our business strategy. See "Management—Compensation." Our founding shareholders are also involved in our daily operations and strategy.

Long-term strategic partnerships and strong strategic relationships, such as with LGI and the IFC, which provide us with additional funding flexibility to pursue further acquisitions

We benefit from a number of strong partnerships and relationships. In March 2010, we entered into a framework agreement with LGI to establish a strategic growth partnership to jointly acquire and invest in oil and natural gas projects throughout South America. In May 2011, our partnership with LGI was strengthened by LGI's acquisition of a 10% interest in our existing Chilean operations. In October 2011, LGI acquired an additional 10% in GeoPark Chile and a 14% equity interest in GeoPark TdF, and agreed to provide additional financial support for the further development of the Tierra del Fuego Blocks. Our relationship with LGI continues to grow. In December 2012, LGI acquired a 20% interest in our Colombian business. We also agreed with LGI to extend our strategic partnership, in order to build a portfolio of upstream oil and gas assets throughout South America through 2015. We are currently the only independent E&P company in which LGI has equity investments in South America. See "Business—Significant agreements—Agreements with LGI" for additional information relating to these agreements.

 

In addition, the IFC has been one of our shareholders since 2006, holding an 8% interest in us. In line with the IFC's standards, our commitment to our environmental and social responsibilities is a major component of our business strategy. In Chile, we have strong long-term commercial relationships with Methanex and ENAP, and in Colombia, through our acquisitions of Winchester, Luna and Cuerva, we have inherited a strong relationship with Ecopetrol, the Colombian state-owned oil and gas company.

In Brazil, following the closing of our Rio das Contas acquisition, we expect to benefit from Rio das Contas' long-term relationship with Petrobras.

Our strategy

Continue to grow a risk-balanced asset portfolio

We intend to continue to focus on maintaining a risk-balanced portfolio of assets, combining cash flow generating assets with upside potential opportunities, and on increasing production and reserves through finding, developing and producing oil and gas reserves in the countries in which we operate. For example, in our recently announced expansion into Brazil, we have secured steady cash flows through the acquisition of Rio das Contas, as well as exploratory potential through our success in an ANP international bidding round in which we were awarded seven concessions in Brazil, subject to confirmation of approval requirements and entry into concession agreements with the ANP. We believe this approach will allow us to sustain continuous and profitable growth and also participate in higher-risk growth opportunities with upside potential.

Maintain conservative financial policies

We seek to maintain a prudent and sustainable capital structure and a strong financial position to allow us to maximize the development of our assets and capitalize on business opportunities as they arise. We intend to remain financially disciplined by limiting substantially all our debt incurrence to identified projects with repayment sources. We expect to continue benefiting from diverse funding sources such as our partners and customers in addition to the international capital markets.

Pursue strategic acquisitions in South America

We have historically benefited from, and intend to continue to grow through, strategic acquisitions. Our recent Colombian acquisitions highlight our ability to identify and execute opportunities at what we believe to be attractive prices. These acquisitions have provided us with, and we expect that our pending Brazil Acquisitions will provide us with, attractive platforms in those countries. Our enhanced regional portfolio, primarily in investment-grade countries, and strong partnerships position us as a regional consolidator. We intend to continue to grow through strategic acquisitions and potentially in other investment-grade countries in South America, including Peru. Our acquisition strategy is aimed at maintaining a balanced portfolio of lower-risk cash flow generating properties and assets that have upside potential and on keeping a balanced mix of oil- and gas-producing assets (though we expect to remain weighted toward oil) and focuses on both assets and corporate targets.

Continue to foster a technically-driven culture and to capitalize on local knowledge

We intend to continue to build and strengthen an environment that will allow us to fully consider and understand risk and reward and to deliberately and collectively pursue strategies that maximize value. For this purpose, we intend to continue expanding our technical teams and to foster a culture that rewards talent according to results. For example, we have been able to maintain the technical teams we inherited through our Colombian acquisitions and intend to do so in Brazil following the closing of our Rio das

 

Contas acquisition. We believe local technical and professional knowledge is key to operational and long-term success and intend to continue to secure local talent as we grow our business in different locations.

Maintain a high degree of operatorship

We currently are, and intend to continue to be, the operator of a majority of the blocks in which we have working interests. Operating the majority of our blocks gives us the flexibility to allocate our capital and resources opportunistically and efficiently. We believe that this strategy has allowed, and will continue to allow, us to leverage our unique culture and our talented technical, operating and management teams. As of December 31, 2012, 99.9% of our net proved reserves and 97% of our production came from blocks in which we are the operator. On a pro forma basis, accounting for Rio das Contas acquisition, approximately 74% of our production as of March 31, 2013 would have come from blocks that we operate.

Maintain our commitment to environmental and social responsibility

A major component of our business strategy is our focus on our environmental and social responsibility. We are committed to minimizing the impact of our projects on the environment. We also aim to create mutually beneficial relationships with the local communities in which we operate in order to enhance our ability to create sustainable value in our projects. These commitments are embodied in our in-house designed Environmental, Health, Safety and Security management program, which we refer to as "S.P.E.E.D." (Safety, Prosperity, Employees, Environment and Community Development). Our S.P.E.E.D. program was developed in accordance with several international quality standards, including ISO 14001 for environmental management issues, OHSAS 18001 for occupational health and safety management issues, SA 8000 for social accountability and workers' rights issues, and applicable World Bank standards. See "Business—Health, safety and environmental matters."

Our corporate structure

We are an exempted company incorporated pursuant to the laws of Bermuda. We operate and own our assets directly and indirectly through a number of subsidiaries.

 

The following chart shows our corporate structure.

Following the closing of our Brazil Acquisitions, GeoPark Brazil Exploracão e Producão de Petróleo e Gás Ltda. (Brazil), or GeoPark Brazil, will hold the assets we acquire in Brazil.

Recent developments

Award of seven licenses in Brazil

On May 14, 2013, following an invitation for bids from the ANP, we were awarded, in an international bidding round, seven new concessions in Brazil (subject to confirmation of approval requirements and entry into concession agreements with the ANP), in the following basins:

•

the Recôncavo Basin in the State of Bahia: REC-T 94 and REC-T 85 Concessions; and

•

the Potiguar Basin in the State of Rio Grande do Norte: POT-T 664, POT-T 665, POT-T 619, POT-T 620 and POT-T 663 Concessions.

Our winning bids are subject to confirmation of approval requirements, which is expected to occur in August 2013. For our winning bids on these seven concessions, we have committed to invest a minimum of US$15.3 million (including bonuses and work program commitment) during the first three years of the exploratory period for the concessions, which is expected to begin in August 2013. The new concessions cover an area of approximately 54,850 gross acres.

Acquisition of Rio das Contas

On May 14, 2013, we also agreed to acquire Rio das Contas, which holds a 10% working interest in the BCAM-40 Concession in the shallow-depth offshore Manati Field in the Camamu-Almada Basin, from

 

Panoro. The total cash consideration for the acquisition is US$140 million, subject to certain purchase price and easement adjustments. The Manati Field, which is in the production phase, is operated by Petróleo Brasileiro S.A.—Petrobras, or Petrobras (with a 35% working interest), the Brazilian national company and the largest oil and gas operator in Brazil, in partnership with Queiroz Galvão Exploração e Produção, or QGEP (with a 45% working interest), and Brasoil Manati Exploração Petrolífera S.A., or Brasoil (with a 10% working interest).

We believe the Manati Field will provide us with a strategically important upstream asset in Brazil. The shallow offshore Manati Field is the largest non-associated gas field in Brazil, which produced in the year ended December 31, 2012 approximately 8.7% of the gas produced in Brazil. During the year ended December 31, 2012 and the first quarter of 2013 net production to Rio das Contas was approximately 3,677 boepd and 4,140 boepd, respectively, from the Manati Field.

We expect that our Rio das Contas acquisition in Brazil will provide us with a long-term off-take contract with Petrobras that covers approximately 75% of net proved gas reserves in the Manati Field, a valuable relationship with Petrobras and an established geoscience and administrative team to manage the assets and to seek new growth opportunities.

In the year ended December 31, 2012, Rio das Contas generated net income of approximately US$23.2 million and revenues of approximately US$51.1 million.

The purchase agreement also provides for possible future contingent payments by us over the next five years, depending on the economic performance and cash generation of the BCAM-40 Concession. The acquisition is subject to the approval of the ANP, among other regulatory authorities, and we expect to complete the acquisition by the end of 2013. See "Business—Significant agreements—Brazil—Rio das Contas Quota Purchase Agreement."

Exploration and production activities

Chile

In June 2013, we discovered a new oil and gas field in the Flamenco Block following the successful testing of the Chercán 1 well, the first well drilled by us in Tierra del Fuego. We conducted a production test in the Tobífera formation, in which gas flowed at a rate of approximately 4.0 mcfpd and oil flowed at rates of approximately 35 bopd. We have initiated efforts to design and construct flowlines to connect the Chercán 1 well to existing pipeline infrastructure. We also successfully tested gas production from a previously untested Springhill formation in the Yagan Norte 4 well, in the Fell Block, and carried out a production test, which flowed at a rate of approximately 3.3 mcfpd. We have also completed drilling two additional wells, the Omeling 1 and Yakamush 1 wells, in the Flamenco Block, which will be tested in the following weeks.

In the Otway Block, in April 2013, we announced to the Chilean Ministry of Energy our voluntary decision not to proceed with the second exploratory period and to terminate the exploratory phase under the Otway Block CEOP. Therefore, we will have to relinquish all areas of the Otway Block, except for two areas totaling 49,421 gross acres in which we declared the discovery of hydrocarbons, in the Cabo Negro and Tatiana Fields. In May 2013, our partners under the joint operating agreement governing the Otway Block decided to withdraw from such joint operating agreement and to apply to withdraw from the Otway Block CEOP, such that, subject to the Chilean Ministry of Energy's approval, we will be the sole participant, and have a working interest of 100%, in our two remaining areas in the Otway Block. See "Business—Our operations—Operations in Chile—Otway and Tranquilo Blocks."

 

Colombia

In June 2013, we successfully drilled, tested and put into production two wells in the Llanos 34 Block, the Tua 4 well in the Tua Field and the Tarotaro 1 exploration well in the Tarotaro Field. A test conducted on the Tua 4 well resulted in a production rate of approximately 526 bopd, and a test conducted in the Tarotaro 1 well resulted in a production rate of approximately 2,239 bopd. In each case, surface facilities are already in place and the crude oil produced from the wells is now being marketed and sold. The Tua Field and the Tarotaro Field are the second and third oil fields, respectively, that we have discovered since our expansion into Colombia in the first half of 2012. A new development well, Tarotaro 2, has also been spud in the Tarotaro Field to further appraise the field.

In addition, in May 2013, we successfully drilled, tested and put into production a well in the Yamú Block, the Potrillo 1 exploration well—our third Colombian discovery—to a total depth of 3,560 meters. The well most recently tested at a production rate of 300 bopd. Surface facilities are already in place, and the crude oil produced from the well is now being marketed and sold.

Implications of being an emerging growth Company

As a company with less than US$1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

•

a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure;

•

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act; and

•

an exemption from any Public Accounting Oversight Board, or PCAOB, rules mandating independent audit firm rotation or auditor discussion and analysis.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. If during that five-year period:

•

our annual gross revenue exceeds US$1.0 billion during any fiscal year;

•

the aggregate amount of debt securities we issue during any three-year period exceeds US$1.0 billion; or

•

the market value of our common stock that is held by non-affiliates exceeds US$700 million as of June 30 of any year, we would cease to be an emerging growth company as of the following December 31.

We may choose to take advantage of some but not all of these reduced burdens. If we choose to take advantage of any of these reduced reporting burdens, the information that we provide shareholders may be different than you might receive from other public companies in which you hold investments.

Corporate information

We were incorporated as an exempted company pursuant to the laws of Bermuda as GeoPark Holdings Limited in February 2003. We maintain a registered office in Bermuda at Cumberland House, 9th Floor,

 

1 Victoria Street, Hamilton HM 11, Bermuda. Our principal executive offices are located at Nuestra Señora de los Ángeles 179, Las Condes, Santiago, Chile, telephone number +562-2242-9600, and Florida 981, 1st floor, Buenos Aires, Argentina, telephone number +5411-4312-9400. Our website is www.geo-park.com. The information on our website does not constitute part of this prospectus.

 

The offering

 

 

 

Except as otherwise indicated, all information in this prospectus:

•

assumes no exercise of the underwriters' option to purchase up to              additional common shares to cover over-allotments, if any;

•

assumes that the common shares to be sold in this offering will be sold at US$              , which is the midpoint of the range set forth on the cover page of this prospectus; and

•

excludes the awards and conversion thereof of              of our common shares granted to our employees and directors under our Performance-Based Employee Long-Term Incentive Program. See "Management—Compensation—Executive compensation—Performance-Based Employee Long-Term Incentive Program."

 

Summary historical financial data

We have derived our summary historical statement of income, balance sheet and cash flow data as of and for the years ended December 31, 2012 and 2011 from our Annual Consolidated Financial Statements included elsewhere in this prospectus, which have been audited by PwC.

The summary historical financial data at March 31, 2013 and for the three-month periods ended March 31, 2013 and 2012 have been derived from the Interim Consolidated Financial Statements included elsewhere in this prospectus, which in the opinion of our management, include all adjustments necessary to present fairly our results of operations and financial condition at the dates and for the periods presented. The results for the three-month period ended March 31, 2013 are not necessarily indicative of the results of operations that you should expect for the entire year ended December 31, 2013 or any other period.

We maintain our books and records in U.S. dollars and prepare our consolidated financial statements in accordance with IFRS.

This financial information should be read in conjunction with "Presentation of Financial and Other Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and the related notes thereto, included elsewhere in this prospectus.

This summary historical financial data set forth in this section does not include any results or other financial information of the Colombia Acquisitions prior to their incorporation into our financial statements, or the pending Brazil Acquisitions.

 

Statement of income data