Brett D. White (650) 843-5191 whitebd@cooley.com | VIA EDGAR |
October 9, 2008
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | Gran Tierra Energy Inc. |
SEC File No. 001-34018
Ladies and Gentlemen:
Transmitted for filing on behalf of Gran Tierra Energy Inc. (“Gran Tierra”), is Amendment No. 2 to the to a preliminary Notice of Special Meeting of Stockholders, Proxy Statement and form of Proxy (collectively, the “Preliminary Proxy Statement”) to be used in connection with a Special Meeting of Stockholders of Gran Tierra, currently scheduled to be held on November 14, 2008.
We responded, by letter dated October 7, 2008, to a comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 7, 2008, with respect to the Preliminary Proxy Statement, and had discussions with the Staff regarding our response on October 8, 2008. The comment regarding the Preliminary Proxy Statement stated that Proposal 3 needed to be “unbundled.” On October 8, 2008, we faxed our changes to the Preliminary Proxy Statement to the Staff in response to the comment, and received a telephone call from Sean Donahue, the examiner, confirming that the changes made in response to comment, as faxed to Mr. Donahue, were responsive and that the Staff had no further comments with respect to the unbundling of Proposal 3.
For the convenience of the Staff, attached is a marked copy of the Preliminary Proxy Statement, reflecting all changes made from Amendment No. 1 to the Preliminary Proxy Statement. Many of the new changes reflect a revision in the Plan of Arrangement that provides that Solana Shareholders who do not return their election form prior to the effective date of the Arrangement will automatically be deemed to elect to receive exchangeable shares if they have a Canadian residence on the Solana Share register, and otherwise will receive Gran Tierra common stock. For the Staff’s convenience, the following is a list of the changes made since Amendment No. 1 that were not reflected in the fax sent to the Staff on October 8, 2008:
Page Number | Description |
Cover page | inserted date of Preliminary Proxy Statement, October 10, 2008 |
Second page of the Gran Tierra letter to stockholders | inserted mailing date, October 16, 2008 |
Second page of the Solana Resources Limited (“Solana”) letter to stockholders | deleted bolded paragraph |
SEC
October 9, 2008
Page Two
First page of the Gran Tierra “Notice of Special Meeting of Stockholders” | inserted date of Notice of Special Meeting of Stockholders, October 10, 2008 |
First page of the “Notice of Special Meeting of Solana Securityholders” | inserted date of Preliminary Proxy Statement, October 10, 2008 |
Second page of the “Notice of Special Meeting of Solana Securityholders” | inserted date of Notice of Special Meeting of Solana Securityholders, October 10, 2008 |
i | inserted date of Preliminary Proxy Statement, October 10, 2008 and inserted date of Court order, October 9, 2008 |
ii | inserted date of Notice of Petition, October 10, 2008 |
iii | inserted dates and U.S./Canadian exchange rates as at October 9, 2008 |
5 | inserted provisions regarding what Solana Shareholders can elect to receive and what will be received by those who fail to make an election, deleted bolded paragraph and deleted “that are not exempt from tax under Part I of the Income Tax Act (Canada) and, in the case of partnerships, are Canadian partnerships for purposes of the Income Tax Act (Canada)” |
6 | inserted provision regarding the potential tax impact of rights accompanying the GTE-Solana Exchangeable Shares on certain savings and pension plans and inserted “and election form” in two instances to address the inclusion of an election form with the letter of transmittal |
7 | deleted “if a Canadian resident that is not exempt from tax under Part I of the Income Tax Act (Canada) and, if a partnership, is a Canadian partnership for purposes of the Income Tax Act (Canada)” |
9 | replaced “non Canadian” with “other” |
10 | inserted “can elect” |
11 | inserted provisions regarding what Solana Shareholders can elect to receive and what will be received by those who fail to make an election, deleted bolded paragraph |
13 | changed page number reference |
17 | deleted “that are not exempt from Part I tax under the Income Tax Act (Canada) and, in the case of partnerships, are Canadian partnerships for purposes of the Income Tax Act (Canada)”, replaced “exchange of such shares for shares of Gran Tierra common stock” with “disposition of such shares” |
18 | changed page number reference |
19 | updated selected pro forma “Balance Sheet Data”, including “Working capital including cash” and “Shareholder’s equity” for the six months ended June 30, 2008 |
22 | inserted “as of June 30, 2008 and for the”, updated page number references, revised “Statement of Operations Data” line items and reformatted “Balance Sheet Data” table |
30 | inserted intended mailing date of Preliminary Proxy Statement, October 16, 2008 |
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SEC
October 9, 2008
Page Three
38 | redefined the negative “ineligible shareholders” as the positive “eligible shareholders”, distinguished what Solana Shareholders who fail to make an election will receive |
43 | updated “Background of Arrangement” to include a description of the October 9, 2008 amendment to the Arrangement Agreement |
44 | deleted “that are not exempt from tax under Part I tax of the Income Tax Act (Canada) and, in the case of partnerships, are Canadian partnerships for purposes of the Income Tax Act (Canada)” and replaced “non Canadian holders” with “other holders” |
61 | replaced “eligible shareholders” and “ineligible shareholders” with references to Solana Shareholders entitled to receive either GTE-Solana Exchangeable Shares or Gran Tierra common stock, respectively |
74 | inserted provisions regarding what Solana Shareholders can elect to receive pursuant to the Arrangement and what will be received by those who fail to make an election |
79 | changed reference regarding AMEX listing application to reflect an intention to apply in October rather than a specific October application date, inserted bolded provision encouraging consultation with tax advisors, deleted “after the Arrangement” and inserted “particularly registered savings plans.” |
82 | corrected number of unvested Solana options held by Solana directors and officers |
84 | increased the combined company’s pro forma total shareholders’ equity |
85 | updated “Comparative Per Share Market Price Data” table to reflect changes in Gran Tierra’s high and low stock price and volume data for the period from October 1, 2008 through October 8, 2008 |
87 | updated “Comparative Per Share Market Price Data” table to reflect an increase in Solana’s September “high price” on the AIM and inserted the last closing stock price data for Gran Tierra and Solana as at October 9, 2008 |
88 | revised the “Book Value per Common Share” figures for both “Pro Forma per Common Share Data” and “Consolidated Equivalent Pro Forma per Common Share Data” for the six months ended June 30, 2008 |
89 | revised selected pro forma “Balance Sheet Data”, including “Working capital including cash” and “Total Shareholder’s equity”, for the six months ended June 30, 2008 |
99 | revised the “Warrants” and “Total Shareholders’ Equity” line items of the “Pro Forma Consolidated Capitalization of the Combined Company” outstanding as of June 30, 2008 |
104 | updated one instance of the beneficial ownership “as of” date not updated in a prior revision |
105 | updated the Gran Tierra director and officer group beneficial ownership of options data in footnotes 10 and 4 |
129 | inserted “as of June 30, 2008 and for the”, updated page number references, revised “Statement of Operations Data” line items and updated basic and diluted income (loss) per common share prices |
130 | reformatted “Balance Sheet Data” table |
131 | updated page references |
144 | updated “Amount and Nature of Beneficial Ownership” and “Percentage of Class” data, including footnotes, for each Solana director and officer to reflect “as of” date change |
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SEC
October 9, 2008
Page Four
145 | updated footnotes (continued from page 144) related to Solana director and officer beneficial ownership of Solana options to reflect “as of” date change and inserted reference to interim financial statements in Solana’s “Documents Incorporated by Reference” |
157 | inserted bolded provision regarding assumptions made with respect to residency of certain Solana Shareholders |
158 | inserted “is an Eligible Shareholder and” |
161 | inserted section entitled “Exchange of Solana Shares for Gran Tierra Common Stock” regarding certain tax consequences for certain participants under the Arrangement |
162 | replaced “Resident Solana Shareholder” with “shareholder” |
163 | replaced “when” with “if” and replaced “for GTE-Solana Exchangeable shares” with “under the Arrangement.” |
166 | inserted provision encouraging consultation with a tax advisor, providing a “No opinion” disclaimer and describing assumptions regarding residency |
178 | corrected a typo in a Gran Tierra Proposal number |
181 | inserted date and Gran Tierra closing stock price on AMEX as at October 9, 2008 |
188 | corrected “Interests of Experts” ownership verification dates for Cooley Godward Kronish LLP and DeGoyler and MacNaughton |
190 | removed the “Rollover Warrants” line item from “Liabilities and Shareholders’ Equity” in the Gran Tierra “Pro Forma Consolidated Balance Sheet As at June 30, 2008” and updated data listed under columns “Pro Forma Adjustments”, “Note” and “Pro Forma Consolidated” |
195 | Note 1(g) - revised existing reference to Gran Tierra’s liability with respect to warrants and deleted two sentences describing Gran Tierra’s treatment of the fair value of Rollover Warrants as a liability, due to the “Rollover Warrants” line item removal on page 190 |
208 | Note 14 - changed expected Gran Tierra and Solana stockholder meeting date to November 2008 |
231 | inserted date of Preliminary Proxy Statement, October 10, 2008 |
A-1 | inserted date of Preliminary Proxy Statement, October 10, 2008 |
B-3-1 | inserted date of Amendment 2 to Arrangement Agreement, October 9, 2008 |
B-3-2 | inserted conformed signatures |
C-1 | inserted the Action Number related to the Interim Order of the Court |
C-5 | inserted conformed signature of the Clerk of the Court of Queen’s Bench |
C-6 | inserted the Action Number related to the Interim Order of the Court |
D-1 | inserted definitions for “Acquiror Share Election Form” and “Acquiror Share Electing Shareholder” and revised subsection lettering |
D-2 | inserted definitions for “Election Date”, “Exchangeable Share Election Form” and “Exchangeable Share Electing Shareholder”, revised the definition of “Eligible Shareholder”, deleted the definition of “Ineligible Shareholder” and revised subsection lettering |
D-3 | revised subsection lettering |
D-4 | revised subsection lettering |
D-5 | replaced the terms “Eligible Shareholders” and “Target Shareholders who are Eligible” with “Exchangeable Share Electing Shareholders” |
D-6 | replaced the terms “Ineligible Shareholders” and “Target Shareholders who are Ineligible Shareholders” with “Acquiror Share Electing Shareholders”, replaced each instance of the term “Eligible Shareholder” with “Exchangeable Share Electing Shareholder” and replaced each instance of the term “Eligible Holder” with “Eligible Shareholder” |
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
SEC
October 9, 2008
Page Five
Gran Tierra Proxy Card (Vintage page 3 of 8) | inserted date of Notice of Special Meeting, October 10, 2008 |
Gran Tierra Proxy Card (Vintage page 4 of 8) | corrected typo in item 4 and removed the words “ON” and “the resolution” in item 5 |
Solana Instrument of Proxy (Vintage page 6 of 8) | inserted date of the Solana notice of meeting and the Preliminary Proxy Statement, October 10, 2008 |
Definitive copies of the enclosed proxy materials must be mailed to security holders on or prior to October 16, 2008. In order that the proxy materials may be printed and mailed in a timely manner, we would appreciate your advising us by telephone of any comments that the Staff may have.
/s/ Brett White
Brett White
Attachment
cc (w/o attachment):
Dana Coffield, Chief Executive Officer and President, Gran Tierra Energy Inc.
Martin Eden, Chief Financial Officer, Gran Tierra Energy Inc.
Nancy Wojtas, Cooley Godward Kronish LLP
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM