Infrastructure pivot frees up $1.3 billion USD for shareholders

Frontera Energy Corporation (TSX: FEC) (OTCQX: FECCF) reported first-quarter 2026 net income from continuing operations of $13.1 million USD and adjusted EBITDA of $28.5 million USD, as the Calgary-based company moves to close the sale of its Colombian exploration and production portfolio to Parex Resources Inc. (TSX: PXT) and reposition itself as a standalone Colombian infrastructure company anchored by its pipeline and port assets.

Total revenues from continuing operations were $26.8 million USD in the first quarter, compared with $26.9 million USD in the fourth quarter of 2025 and $25.1 million USD in the first quarter of 2025. Net loss for the period, including discontinued operations, was $15.4 million USD, reflecting a $28.5 million USD net loss from the Colombian E&P assets now classified as held for sale.

“In total, this strategy will have unlocked approximately $1.3 billion of capital for investors.” — Gabriel de Alba, Chairman of the Board, Frontera Energy Corporation

The Parex transaction

On April 30, 2026, Frontera shareholders approved a plan of arrangement under which Parex Resources, through a wholly-owned subsidiary, will acquire all of Frontera’s Colombian upstream business — including its oil and gas exploration and production assets, a reverse-osmosis water-treatment facility, and a palm-oil plantation. The transaction carries an enterprise value of $750 million USD. The cash purchase price consists of $500 million USD payable at closing, subject to customary adjustments, plus an additional $25 million USD contingent payment tied to specified development milestones to be achieved within 12 months of closing.

At the same shareholder meeting, investors approved a reduction of Frontera’s capital account of up to $647 million CAD (approximately $470 million USD) to fund a return of capital to shareholders from the net proceeds of the transaction. The Supreme Court of British Columbia issued its final order approving the arrangement on May 4, 2026. Closing remains subject to the satisfaction of remaining conditions and is expected in May 2026.

Chairman Gabriel de Alba said the company would retain roughly $50 million USD of cash to support growth opportunities at the remaining infrastructure business, including an LNG regasification project being developed in partnership with Ecopetrol (NYSE: EC) (BVC: ECOPETROL). “In total, this strategy will have unlocked approximately $1.3 billion of capital for investors,” de Alba said.

ODL pipeline drives cash flow

Frontera holds a 35 percent equity interest in the Oleoducto de los Llanos (ODL) crude oil pipeline, which connects the Rubiales, Quifa, Caño Sur, Llanos-34, and other production blocks to the Monterrey and Cusiana stations in the department of Casanare. ODL’s share of income contributed $14.2 million USD to Frontera in the first quarter, compared with $15.1 million USD a year earlier, with the year-over-year decline reflecting higher depreciation, amortization, and operating costs.

ODL transported 233,875 barrels per day in the first quarter of 2026 at an average tariff of $4.70 USD per barrel, compared with 236,387 barrels per day at $4.73 USD per barrel in the first quarter of 2025. The pipeline declared $185 million USD in total dividends, of which $64.7 million USD is net to Frontera. The company expects to receive those distributions during 2026 in installments of approximately 40 percent in the second quarter, 35 percent in the third quarter, and 25 percent in the fourth quarter.

Long-term debt at Frontera totaled $167.8 million USD at the end of the first quarter and is expected to decline to approximately $131 million USD by year-end 2026, primarily through scheduled amortizations and cash-sweep mechanisms tied to ODL cash flows. From May 2025 through December 2026, long-term debt is expected to fall by more than $100 million USD.

Puerto Bahía expands cargo mix

Puerto Bahía, the multipurpose maritime terminal located in Cartagena adjacent to the Bocachica access channel and near the Reficar refinery, generated $12.7 million USD in revenue in the first quarter of 2026, compared with $10.0 million USD in the same period a year earlier. The 150-hectare facility comprises a hydrocarbons terminal with nominal capacity of 2,672,000 barrels and a general cargo terminal. Frontera holds a 99.97 percent equity interest in the port.

General cargo growth offset weaker liquids volumes. The general cargo terminal handled 38,067 roll-on/roll-off (RORO) units in the first quarter, more than double the 18,223 units handled a year earlier, alongside 3,851 twenty-foot equivalent units (TEUs) of containerized cargo, up from 1,256 TEUs in the first quarter of 2025. Break-bulk volumes declined to 25,216 tons/m³ from 41,198 tons/m³. RORO dwell times shortened from 40 days to 31 days year over year.

The liquids terminal handled 36,937 barrels per day in the first quarter of 2026, down from 51,579 barrels per day a year earlier. Ecopetrol volumes accounted for 26,273 barrels per day, Frontera-related volumes for 7,389 barrels per day, and other third-party volumes for 3,275 barrels per day. The company attributed the decline mainly to lower third-party throughput and the absence of certain trading flows.

Operating costs at the port rose to $7.6 million USD in the first quarter from $5.0 million USD a year earlier, driven by increased infrastructure maintenance in the liquids terminal and higher cargo volumes in the general cargo facility.

LPG and LNG projects advance

Puerto Bahía’s liquefied petroleum gas (LPG) project began initial operations in March 2026, providing capacity to handle up to 10,000 tons per month. The terminal is targeted to become fully operational during the first quarter of 2028. Capital expenditures during the first quarter totaled $1.0 million USD, including $0.4 million USD for major tank maintenance and $0.3 million USD for the LPG project.

The company is also advancing an LNG regasification project at Puerto Bahía in partnership with Ecopetrol, intended to support Colombia’s domestic gas supply as domestic production declines. Frontera is also pursuing expansion of containerized cargo operations.

Discontinued operations

Following the execution of the arrangement agreement, the Colombian E&P assets are now classified as discontinued operations under IFRS 5. Colombian production averaged 36,700 barrels of oil equivalent per day in the first quarter of 2026, comprising 25,394 barrels per day of heavy crude, 8,653 barrels per day of light and medium crude combined, 5,706 thousand cubic feet per day of conventional natural gas, and 1,652 barrels of oil equivalent per day of natural gas liquids. That compares with 39,010 barrels of oil equivalent per day a year earlier.

The operating netback from the discontinued Colombian operations was $41.79 USD per barrel of oil equivalent in the first quarter of 2026, compared with $34.22 USD per barrel of oil equivalent in the first quarter of 2025, supported by a higher Brent reference price of $78.38 USD per barrel against $74.98 USD per barrel a year earlier.

Frontera retains exploration and development interests in Guyana through subsidiaries that include CGX Energy Inc. (TSXV: OYL), which is not part of the Parex transaction. The company’s go-forward portfolio will be anchored by the ODL pipeline stake and Puerto Bahía, with the infrastructure business generating approximately $77 million USD of distributable cash flow in 2025, according to the management information circular dated March 30, 2026.

Above photo courtesy Frontera Energy Corporation.

GEB-La Caisse JV to rank among Brazil’s top five power transmitters

Grupo Energía Bogotá (BVC: GEB) and La Caisse, the investment arm of Caisse de dépôt et placement du Québec, have signed a final agreement to merge their respective Brazilian power transmission assets into a single 50/50 jointly controlled platform operating under the name Verene Energia S.A. The transaction was announced May 15, 2026, from Montréal and Bogotá.

The combined entity will consolidate 26 electric transmission concession agreements, more than 9,000 km of transmission lines, and a workforce of over 400 employees across 17 Brazilian states. At that scale, Verene will rank among the five largest power transmission operators in Brazil, a market that has drawn sustained interest from international infrastructure investors as the country advances grid modernization programs.

Verene, which had previously operated as La Caisse’s dedicated transmission platform in Brazil, will continue as the reference vehicle for the combined portfolio. The partners have indicated that the platform will be positioned to pursue acquisitions and network expansions in Brazil’s transmission concession market, with grid modernization and decarbonization cited as the broader policy context driving new investment opportunities.

“By bringing together highly complementary assets under one banner, the partnership establishes Verene as a scaled, business-driven platform with strong financial backing.” — Emmanuel Jaclot, Executive Vice-President and Head of Infrastructure and Sustainability, La Caisse

Grupo Energía Bogotá, headquartered in Bogotá and listed on the Bolsa de Valores de Colombia (BVC: GEB), has operated in Latin America’s energy sector for more than 130 years. The company holds assets in electricity generation, transmission, distribution, and gas transportation and distribution across Colombia, Peru, Brazil, and Guatemala. Its entry into the joint venture contributes its existing Brazilian transmission concessions to the merged platform alongside La Caisse’s Verene assets.

La Caisse manages net assets of 517 billion CAD as of December 31, 2025, on behalf of 48 depositors representing more than six million Quebecers. The fund is active across major financial markets, private equity, infrastructure, real estate, and private credit, and has built a significant infrastructure portfolio in Latin America through investments including the Verene platform.

Juan Ricardo Ortega, president of Grupo Energía Bogotá, described the rationale for the transaction in terms of combining complementary strengths. “By combining our operational expertise and regional market knowledge with the financial strength and global perspective of our partner, we are creating a platform positioned to accelerate growth, expand transmission energy infrastructure, and support Brazil’s energy transition,” he said. “We believe this alliance will generate sustainable value for our stakeholders and contribute to Brazil’s economic and energy development.”

Emmanuel Jaclot, executive vice-president and head of infrastructure and sustainability at La Caisse, framed the deal as a consolidation play. “By bringing together highly complementary assets under one banner, the partnership establishes Verene as a scaled, business-driven platform with strong financial backing,” Jaclot said. “GEB brings more than 130 years of operating heritage and ranks among Latin America’s leading energy infrastructure groups, with deep expertise across the region’s transmission sector. Together, we share a vision to strengthen Verene’s footprint in Brazil through value-creating acquisitions and continued support for the country’s energy transition.”

Financial close is expected by the fourth quarter of 2026, subject to customary closing conditions, regulatory consents, and approvals. BTG Pactual (BVMF: BPAC11) acted as financial advisor to La Caisse, with Pinheiro Neto Advogados serving as legal counsel. Citibank (NYSE: C) advised Grupo Energía Bogotá on the financial side, while Mayer Brown provided legal advice to GEB.

Grupo EPM, the multi-utility conglomerate owned by the municipality of Medellin, reported consolidated revenue of $40.6 trillion COP (approx. $11 billion USD) for the full year 2025. Despite a year characterized by climate variability and increased regulatory pressure, the group saw net income rise to $5.3 trillion COP, a 9% increase compared to 2024 results. Earnings before interest, taxes, depreciation, and amortization (EBITDA) reached $11 trillion COP ($2.98 billion USD).

The Medellín utility unit, EPM, contributed $20 trillion COP in revenue and $4.9 trillion COP in net income. Management attributed the stability of these figures to a diversified portfolio. Power generation remains the primary driver of profitability, accounting for 49% of net income, followed by energy distribution at 27%. The water, sewage, and waste management sectors contributed 15%, while transmission and natural gas accounted for 3% and 1% respectively.

In 2025, Grupo EPM obtained results that confirm its ability to advance in complex scenarios, reflecting work to achieve lasting efficiencies.” — John Maya Salazar, General Manager of EPM

Financial leverage remained within contractual covenants. The debt-to-EBITDA ratio for the group closed at 2.9x, comfortably below the 3.5x threshold required by many credit agreements. For the individual EPM entity, the ratio stood at 3.5x. This solvency allows the organization to continue its capital expenditure program, which saw $5 trillion COP ($1.36 billion USD) invested in infrastructure and social programs throughout the year.

John Maya Salazar, General Manager of EPM (photo courtesy EPM)

A significant portion of the capital budget was directed toward the Hidroituango hydroelectric project. Approximately $1 trillion COP was allocated to Stage 2 of the project, specifically turbine units 5 through 8. Beyond energy, the company continued funding the Unidos por el Agua and Unidos por el Gas initiatives, which target utility access for vulnerable populations in the department of Antioquia and other regions.

Dividend and Fiscal Transfers

During the 2025 fiscal period, EPM executed transfers totaling $2.6 trillion COP to the Distrito de Medellín. These funds, representing 55% of the utility’s 2024 net income, serve as a primary funding source for the municipal development plan. Additionally, the group generated $21.8 trillion COP in total added value across its areas of operation, including $3.7 trillion COP in taxes, fees, and contributions to the state.

The company is currently undergoing a structural reorganization intended to modernize its operating model. According to management, this transition is designed to improve strategic efficiency as the group faces future macroeconomic shifts. The group’s economic footprint in 2025 included $6.7 trillion COP paid to suppliers and the financial system, along with $3 trillion COP dedicated to direct and indirect employment costs. Total reinvestment into the group’s various subsidiaries reached $5.6 trillion COP to ensure infrastructure modernization.

Financial data and sustainability reports are routinely filed with the Superintendencia Financiera de Colombia. Interested parties can find further information on the company’s investor relations portal or through the Alcaldía de Medellín official website.

Above video: An aerial view of EPM’s Hidroituango hydroelectric dam(video © Loren Moss)

Frontera must pay a $25 million USD breakup fee to Geopark.

Frontera Energy Corporation (TSX: FEC) has entered into a definitive arrangement agreement to divest its Colombian upstream exploration and production (E&P) portfolio to Parex Resources Inc. (TSX: PXT) for a total firm value of approximately $750 million USD. The transaction follows the termination of a previous agreement with GeoPark Limited (NYSE: GPRK). Frontera opted for the Parex proposal after the Calgary-based independent producer offered $525 million USD in equity consideration, a $125 million USD increase over the prior GeoPark bid. As part of the transition, Frontera has paid a $25 million USD breakup fee to GeoPark.

The $525 million USD equity consideration includes an immediate $500 million USD cash payment upon closing and a $25 million USD contingent payment. The latter is dependent on the execution of a contractual amendment or binding agreement to extend the term of the Quifa Association Contract within 12 months.

Beyond the cash equity, Parex will assume $390 million USD in existing Frontera liabilities. This includes $310 million USD in 2028 Senior Unsecured Notes and an $80 million USD prepayment facility with Chevron Products Company, a subsidiary of Chevron Corporation (NYSE: CVX).

Following the close of the deal, Frontera intends to distribute approximately $470 million USD to its shareholders, which equates to roughly $9.18 CAD per share based on current exchange rates and outstanding share counts. This distribution is subject to shareholder approval and the successful completion of the transaction.

Frontera is retaining its exploration interests in Guyana.

Shift to Infrastructure Focus

Upon completion, Frontera will pivot its corporate strategy to focus exclusively on energy infrastructure. Its remaining portfolio will be anchored by two primary Colombian assets:

• A 35% equity interest in Oleoducto de los Llanos Orientales S.A. (ODL), a critical crude oil pipeline.
• A 99.97% equity interest in Sociedad Portuaria Puerto Bahía, a multipurpose port facility in Cartagena.

The company will also retain its exploration interests in Guyana. Frontera’s infrastructure division generated approximately $77 million USD in distributable cash flow in 2025. Post-transaction, Frontera expects to maintain $50 million USD in cash reserves to fund growth projects, including a potential Liquefied Natural Gas (LNG) regasification project in partnership with Ecopetrol S.A. (NYSE: EC; BVC: ECOPETROL).

Orlando Cabrales, CEO of Frontera, noted that Parex is currently the largest independent operator in Colombia and a pre-existing partner in the VIM-1 block, which suggests operational continuity for the assets and employees involved.

The independent members of Frontera’s Board of Directors have unanimously recommended the deal. Major shareholders The Catalyst Capital Group Inc. and Gramercy Funds Management LLC, who collectively hold approximately 53% of Frontera’s outstanding shares, have signed support agreements to vote in favor of the arrangement.

Timeline and Approvals

The transaction is structured as a plan of arrangement under the Business Corporations Act of British Columbia. It requires the approval of at least two-thirds of the votes cast by Frontera shareholders at a forthcoming special meeting.

The deal is also subject to approval by the Supreme Court of British Columbia and relevant regulatory bodies in both Canada and Colombia. Parex will fund the acquisition through existing cash, credit facilities, and an underwritten financing commitment from Scotiabank (TSX: BNS; NYSE: BNS). Closing is anticipated in the second quarter of 2026.

Citi (NYSE: C) served as the financial advisor to Frontera, while BMO Nesbitt Burns Inc. provided a fairness opinion. Legal counsel was provided by Blake, Cassels & Graydon LLP and McMillan LLP.

Above photo: Frontera Energy’s Quifa field Meta Colombia. Photo credit: Frontera Energy.