Monitor for closing of the Miranda Transaction, which is conditioned on CPP effectiveness. The post-closing CIT rate lookback to December 1, 2026 creates a potential catalyst for additional share issuance if Venezuela reduces its corporate income tax rate. The Governance Agreement referenced in the filing may provide insight into PEH's board representation and influence post-closing.
Price Chart
Executive Summary
Colden Investments S.A. and Jaime Gilinski filed Amendment No. 5 to their Schedule 13D, reporting beneficial ownership of 18,157,791 common shares (27.9%) of GeoPark Ltd. The filing discloses an amendment to the Share Purchase Agreement with Panamerican Energy Holdings S.A. that adjusts the timing for determining additional consideration shares based on the Venezuelan CIT rate, allowing a post-closing lookback to December 1, 2026 if closing occurs before that date. The stake is unchanged from the prior filing, and the amendment preserves the original economic terms of the Miranda Transaction.
Key Financial Metrics
Key Facts
- Colden Investments S.A. and Jaime Gilinski beneficially own 18,157,791 common shares (27.9%) of GeoPark Ltd, unchanged from prior filing.
- The stake includes 17,915,791 shares owned by Colden and 200,000 shares owned by Spaldy Investments Limited.
- On October 26, 2026, GeoPark, GeoPark USA LLC and Panamerican Energy Holdings S.A. entered into Amendment No. 1 to the Share Purchase Agreement.
- The amendment allows the number of additional consideration shares to be determined by the CIT rate at closing or, if closing occurs before December 1, 2026, at December 1, 2026.
- The maximum additional consideration shares remain capped at 5,421,589 shares.
- The closing is conditioned on the effectiveness of the CPP (Production Participation Contract) with PDVSA regarding the Bare Block in Venezuela.
- The percentage calculation is based on 64,896,377 common shares outstanding as of June 30, 2026.
Financial Impact
The amendment preserves the existing economic terms of the Miranda Transaction, which involves issuance of 42,135,872 closing shares plus up to 5,421,589 additional shares based on the Venezuelan CIT rate. At a $724M market cap, the total potential consideration shares (47,557,461) would represent approximately 73% of current outstanding shares, though the transaction also involves acquisition of EAI's Venezuelan assets.
Risk Factors
- Massive potential dilution: the 42,135,872 closing shares plus up to 5,421,589 additional shares would increase total shares outstanding by up to 73% based on the June 30, 2026 share count.
- Venezuelan regulatory and political risk: the transaction depends on CPP effectiveness, which is subject to Venezuelan government action and OFAC licensing.
- The CIT rate lookback mechanism creates uncertainty about the final number of consideration shares until December 1, 2026.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D/A Filing (Primary) | 0001193125-26-435600 |
| Document: 0001193125-26-435600-index-headers.html | 0001193125-26-435600 |
| Document: 0001193125-26-435600-index.html | 0001193125-26-435600 |
| Document: 0001193125-26-435600.txt | 0001193125-26-435600 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 28, 2026 1d ago | SC 13D/A | $11.00 | awaiting T+5 | awaiting T+5 | $10.82 (−1.64%) |
Oct 22, 2026 7d ago | 6-K | $11.78 | awaiting T+5 | awaiting T+5 | $10.82 (−8.15%) |
Oct 22, 2026 7d ago | Press Release | $11.78 | awaiting T+5 | awaiting T+5 | $10.82 (−8.15%) |
Oct 21, 2026 8d ago | Press Release | $11.28 $10.82 | ▼ −4.08% | ▼ −4.78% | $10.82 (−4.08%) |
Oct 21, 2026 8d ago | 6-K | $11.28 $10.66 | ▲ +5.50% | ▲ +6.20% | $10.82 (+4.08%) |
Oct 21, 2026 8d ago | 6-K | $11.55 $11.20 | ▼ −3.03% | ▼ −2.93% | $10.82 (−6.32%) |
Oct 16, 2026 13d ago | 6-K | $11.76 $11.28 | ▼ −4.08% | ▼ −4.17% | $10.82 (−7.99%) |
Oct 16, 2026 13d ago | 6-K | $11.76 $11.28 | ▼ −4.08% | ▼ −4.17% | $10.82 (−7.99%) |
Oct 15, 2026 14d ago | 6-K | $11.76 $11.28 | ▼ −4.08% | ▼ −4.17% | $10.82 (−7.99%) |
Sep 3, 2026 8w ago | 6-K | $11.90 $11.48 | ▼ −3.53% | ▼ −2.38% | $10.82 (−9.08%) |
US Market Status
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