SEC Comment Letter for GRAN TIERRA ENERGY INC. (GTE) (CIK 0001273441) (GTE) — Oct 7, 2008
GRAN TIERRA ENERGY INC. (GTE) (CIK 0001273441)
Date: Oct. 7, 2008 · CIK: 0001273441 · Accession: 0000000000-08-050468
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-153376
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 October 7, 2008 By U.S. Mail and facsimile Dana Coffield President & Chief Executive Officer Gran Tierra Energy Inc. 300, 611-10th Avenue S.W. Calgary, Alberta T2R 0B2 Canada Re: Gran Tierra Energy Inc. Registration Statement on Form S-3 File No. 333-153376 Filed September 9, 2008 Preliminary Proxy Statement on Schedule 14A, as revised File No. 1-34018 Filed September 30, 2008
Dear Mr. Coffield:
We have limited our review of your filings to those issues we have addressed in our comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Dana Coffield Gran Tierra Energy Inc. October 7, 2008 Page 2 Form S-3
1. Briefly explain to us why you believe that Form S-3 is the appropriate form on which to register this transaction. Income Tax Consequences, page 8
2. If the tax consequences are material to i nvestors, obtain and file opinions of tax counsel that clearly indicate the tax consequences. In that regard, do not suggest that the disclosure you provide is a “discuss ion [that] is of a general nature only” or that you disclose merely a “fair an d accurate summary of the anticipated material” tax consequences. Make cl ear in each case what portion of the disclosure you provide constitutes counsel’s opinion. If counsel is unable to render any type of opinion, in cluding a reasoned opinion, di sclose why that is the case and eliminate any suggestion that an opinion is being rendered. We note for example the disclosure at page 13. See Item 601(b)(8) of Regulation S-K.
Preliminary Proxy Statement on Schedule 14A Gran Tierra Proposal 3, page 174
3. Although this proposal relates to an amen dment to the fourth article of your articles of incorporation, it appears to deal with two different matters. Namely, you are asking stockholders to approve bot h (1) an increase in the number of authorized shares and (2) re ducing to majority from una nimous the level of board approval required to issue common stoc k. Please unbundle these two proposals, and make the appropriate changes to the proxy statement and proxy card. See Rule 14a-4(a)(3) of Regulation 14A and the Division of Corporation Finance's September 2004 Interim Supplement to th e Manual of Publicly Available Telephone Interpretations. Clearly describe each separate matter to be voted upon under its own caption in the proxy statement. See Rule 14a-5(a).
Closing Comments
Please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to e xpedite our review. Please furnish a cover letter with your amendment that ke ys your responses to our comments and provides any requested supplemen tal information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its
Dana Coffield Gran Tierra Energy Inc. October 7, 2008 Page 3 management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the fe deral securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of th e fact that those reque sting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequa te time after the filing of an amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Dana Coffield Gran Tierra Energy Inc. October 7, 2008 Page 4 Please contact Sean Donahue at (202 ) 551-3579 or, in his absence, Timothy Levenberg, Special Counsel at (202) 551-3707 with any questions.
Sincerely,
H. Roger Schwall Assistant Director
cc: Sean Donahue
Brett White (650-849-7400)
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
October 7, 2008
By U.S. Mail and facsimile
Dana Coffield
President & Chief Executive Officer
Gran Tierra Energy Inc. 300, 611-10th Avenue S.W. Calgary, Alberta T2R 0B2 Canada
Re: Gran Tierra Energy Inc. Registration Statement on Form S-3
File No. 333-153376 Filed September 9, 2008
Preliminary Proxy Statement on Schedule 14A, as revised
File No. 1-34018 Filed September 30, 2008
Dear Mr. Coffield:
We have limited our review of your filings to those issues we have addressed in
our comments. Where indicated, we think you should revise your documents in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Dana Coffield
Gran Tierra Energy Inc.
October 7, 2008 Page 2 Form S-3
1. Briefly explain to us why you believe that Form S-3 is the appropriate form on
which to register this transaction.
Income Tax Consequences, page 8
2. If the tax consequences are material to i nvestors, obtain and file opinions of tax
counsel that clearly indicate the tax consequences. In that regard, do not suggest
that the disclosure you provide is a “discuss ion [that] is of a general nature only”
or that you disclose merely a “fair an d accurate summary of the anticipated
material” tax consequences. Make cl ear in each case what portion of the
disclosure you provide constitutes counsel’s opinion. If counsel is unable to render any type of opinion, in cluding a reasoned opinion, di sclose why that is the
case and eliminate any suggestion that an opinion is being rendered. We note for
example the disclosure at page 13. See
Item 601(b)(8) of Regulation S-K.
Preliminary Proxy Statement on Schedule 14A
Gran Tierra Proposal 3, page 174
3. Although this proposal relates to an amen dment to the fourth article of your
articles of incorporation, it appears to deal with two different matters. Namely,
you are asking stockholders to approve bot h (1) an increase in the number of
authorized shares and (2) re ducing to majority from una nimous the level of board
approval required to issue common stoc k. Please unbundle these two proposals,
and make the appropriate changes to the proxy statement and proxy card. See
Rule 14a-4(a)(3) of Regulation 14A and the Division of Corporation Finance's
September 2004 Interim Supplement to th e Manual of Publicly Available
Telephone Interpretations. Clearly describe each separate matter to be voted upon under its own caption in the proxy statement. See
Rule 14a-5(a).
Closing Comments
Please amend your registration statement in response to these comments. You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested supplemen tal information. Detailed cover letters
greatly facilitate our review. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its
Dana Coffield
Gran Tierra Energy Inc.
October 7, 2008 Page 3 management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequa te time after the filing of an amendment for
further review before submitting a request for acceleration. Please provide this request at
least two business days in advance of the requested effective date.
Dana Coffield
Gran Tierra Energy Inc. October 7, 2008 Page 4
Please contact Sean Donahue at (202 ) 551-3579 or, in his absence, Timothy
Levenberg, Special Counsel at (202) 551-3707 with any questions.
Sincerely,
H. Roger Schwall Assistant Director
cc: Sean Donahue
Brett White (650-849-7400)