CALGARY, AB (By Frontera, 13.Nov.2025, Words: 1,250) — Frontera Energy Corporation announced a plan to unlock significant value from its existing assets through a spin-off of its Colombian Infrastructure business, creating 2 independent companies: Frontera Exploration & Production (“E&P”) and Frontera Infrastructure.
The proposed transaction is projected to be completed in the first half of 2026 and is subject to shareholder approval.
Orlando Cabrales Segovia, chief executive officer (CEO), Frontera, commented:
“Over time, Frontera has consistently attracted interest from investors and strategic parties who recognize the distinct strengths and value propositions of the upstream oil and gas and infrastructure businesses. While the upstream oil and gas and infrastructure businesses are complementary, each has distinct operational profiles and life cycles, appealing to different investor bases.
To further unlock shareholder value and pursue future consolidation opportunities, the Company is announcing its intention to spin off its Colombian Infrastructure business. This strategic separation will result in two focused, independent companies, each with clear priorities and tailored strategies.
The Company believes the business separation represents a significant opportunity to surface and distribute value to shareholders, not currently reflected in Frontera’s market capitalization. The separation, targeted to be completed during the first half of 2026, remains subject to shareholder and regulatory approval”
The planned separation aims to establish two strategically focused, independent companies:
- Frontera E&P will become a pure-play upstream oil and gas exploration and production company, focused on disciplined cash flow generation and operational excellence. For the last 12 months ended 30 Sep. 2025, Frontera E&P had approximately $336mn of Operating EBITDA(1) and net leverage(2) of 0.7x times.
| (1) | this is a Non-IFRS financial measure (equivalent to a “non-GAAP financial measure”, as defined in NI 52-112). Refer to the Advisories section of this Press Release for further details. |
| (2) | this is a Non-IFRS financial measure (equivalent to a “non-GAAP financial measure”, as defined in NI 52-112). Refer to the Advisories section of this Press Release for further details. |
• Frontera Infrastructure will emerge as a leading energy infrastructure business, leveraging robust cash flows from ODL and aiming to invest in near-term strategic projects at Puerto Bahia to deliver a growing and long-term revenue and cash flow stream. For the last twelve months ended 30 Sep. 2025, Frontera Infrastructure had approximately $16.2mn of Operating EBITDA and $117.4mn of Infrastructure Adjusted EBITDA(3) and net debt to Infrastructure Distributable Cash Flow (Puerto Bahia Operating EBITDA + Dividends received from ODL) of 2.0x times.
| (3) | this is a Non-IFRS financial measure (equivalent to a “non-GAAP financial measure”, as defined in NI 52-112). Refer to the Advisories section of this Press Release for further details. |
This transaction is consistent with the company’s commitment to unlock shareholder value and shall enable the companies to pursue future consolidation opportunities.
Consolidated Operating EBITDA Breakdown:
| Unit | LTM(1) Consolidated Operating EBITDA | LTM(1) Frontera E&P Operating EBITDA | LTM(1) Frontera Infrastructure Operating EBITDA | Intersegment Adjustment(2) | |
| Frontera E&P | $MM | 339.9 | 339.9 | — | — |
| Puerto Bahia | $MM | 16.2 | — | 16.2 | — |
| ODL Pipeline | $MM | — | — | — | — |
| SAARA & Palm Oil Assets | $MM | (3.8) | (3.8) | — | — |
| Intersegment Adjustment(2) | $MM | (4.7) | — | — | (4.7) |
| Total | $MM | 347.6 | 336.1 | 16.2 | (4.7) |
| Total Debt and Lease Liabilities | $MM | 532.8 | 330.8 | 202.0 | |
| Less: Cash and Cash Equivalents (3) | $MM | 158.6 | 110.8 | 47.8 | |
| Adjusted Net Debt | $MM | 374.2 | 220.0 | 154.2 |
| (1) LTM refers to last twelve months from Oct. 2024 to Sep. 2025. This figure does not include $59.4mn in ODL dividends |
| (2) intersegment adjustment refers to intercompany revenues between Frontera E&P and Puerto Bahia |
| (3) cash and cash equivalent refer to the portion of Frontera’s portion of cash and cash equivalents from Frontera Pipeline Investment AG (“FPI”) and Puerto Bahia’s cash & cash equivalents on 30 Sep. 2025 |
About Frontera’s Infrastructure Business
Frontera’s Infrastructure Colombia business includes the company’s 35% equity interest in the Oleoducto de los Llanos Orientales S.A. (ODL) crude oil pipeline, through Frontera’s wholly owned subsidiary, FPI, and the company’s 99.97% equity interest in Sociedad Portuaria Puerto Bahia. The business combines an attractive growth profile and is backed by a steady dividend stream from its investment in ODL, which has received over $147mn in dividends and capital distributions since 2023.
Below is a breakdown of Frontera Infrastructure’s adjusted Infrastructure EBITDA:
| Unit | LTM Asset Level EBITDA | Equity Interest | LTM Frontera Infrastructure Adjusted EBITDA | |
| Puerto Bahia | $MM | 16.2 | 99.97 % | 16.2 |
| ODL Pipeline | $MM | 289.0 | 35.00 % | 101.2 |
| Total | $MM | 305.2 | 117.4 | |
| Total Frontera Infrastructure Debt | $MM | 202.0 | ||
| Less: Cash and Cash Equivalents(1) | $MM | 47.8 | ||
| Net Debt | $MM | 154.2 |
| (1) cash and cash equivalents refer to the portion of Frontera’s portion of cash and cash equivalents from Frontera Pipeline Investment AG (“FPI”) and Puerto Bahia’s cash & cash equivalents on 30 Sep. 2025 |
| Frontera Infrastructure | ($mn) |
| Frontera Infrastructure Operating EBITDA LTM(1) | 16.2 |
| Plus: ODL Dividends, net of Taxes LTM(1) | 59.4 |
| LTM Infrastructure Distributable Cash Flow | 75.6 |
| FPI Debt Service, net(2) | (56.2) |
| Infrastructure Capex(3) LTM(1) | (3.1) |
| LTM(2) Infrastructure Free Cash Flow | 16.3 |
| Net Debt to Infrastructure Distributable Cash Flow(4) | 2.0x |
| (1) LTM refers to last twelve months from Oct. 2024 to Sep. 2025 |
| (2) estimated expected 2025 financing flows including cash sweep |
| (3) excludes Capex related to the Reficar Connection construction |
| (4) net debt to cash flow from operating activities refers to net debt divided by cash flow from operating activities |
About ODL
ODL is a midstream infrastructure business with a 260-kilometer onshore pipeline co-owned by Frontera’s subsidiary, FPI (35%) and Cenit Transporte y Logistica de Hidrocarburos SAS (65%) which connects Colombia’s largest oil-producing fields in the Llanos region with the Ocensa pipeline. Key customers include EcoPetrol, Frontera, GeoPark, Parex, and Hocol. In the last twelve months ODL transported approximately 238,000 barrels of oil per day, or 30% of Colombia’s total daily oil production. Over the last 12 months ODL generated EBITDA of $289mn and paid approximately $170mn ($59.4mn, net to Frontera Infrastructure) in dividends and capital distribution to its shareholders.
About Puerto Bahia
Strategically located on the Bay of Cartagena, Colombia. Puerto Bahia uniquely accommodates both liquid and dry cargo terminals, enhancing its strategic importance. Puerto Bahia’s liquids terminal exports and imports vital crude oil and refined products from Frontera and other international crude oil shippers.
In 2025, Puerto Bahía completed construction of a pipeline connection with the Refinería de Cartagena S.A.S. The connection will, transport crude oil and other hydrocarbons between Puerto Bahía’s port facility and the Cartagena refinery. On the LPG project, Puerto Bahia, together with its partner GASCO, have fast-tracked the initial phase and is expected to be operational on the first half of 2026, helping address supply constraints in Colombia’s domestic LPG market.
In addition, Puerto Bahia’s dry terminal is the largest hub for roll-on, roll-off cargo in Colombia, accounting for more than 55% of the Colombian car import/export market. The port has significant expertise in break-bulk and project cargo and has seen a strong growth in its container business, handling over 3,600 TEUs in Oct. 2025. Puerto Bahia has the footprint and capability to further expand into the containerized cargo business.
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