Callon Petroleum Company (NYSE:CPE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Purchase Agreement
On May19, 2017, Callon Petroleum Company (the Company) entered
into a Purchase Agreement (the Purchase Agreement) by and among
the Company, Callon Petroleum Operating Company, as subsidiary
guarantor (the Guarantor) and J.P. Morgan Securities LLC, as
representative of the several initial purchasers (the Initial
Purchasers), to which the Company agreed to issue and sell to the
Initial Purchasers an additional $200million aggregate principal
amount of the Companys 6.125% senior unsecured notes due 2024
(the Additional Notes) under an indenture to which the Company
initially issued $400million aggregate principal amount of the
Companys 6.125% senior unsecured notes due 2024 (the Existing
Notes).
The Additional Notes will be issued and sold to the Initial
Purchasers to an exemption from the registration requirements of
the Securities Act of 1933, as amended (the Securities Act), to
Section 4(a)(2) thereunder. The Initial Purchasers intend to
resell the Additional Notes (i)inside the United States to
qualified institutional buyers, as defined in Rule 144A under the
Securities Act (Rule 144A) in private sales exempt from
registration under the Securities Act in accordance with Rule
144A, and (ii)to other eligible purchasers to offers and sales
that occur outside the United States within the meaning of
Regulation S under the Securities Act (Regulation S) in
accordance with Regulation S. The Additional Notes have not been
registered under the Securities Act or applicable state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws.
The Purchase Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Company and the Guarantor, on the one
hand, and the Initial Purchasers, on the other, have agreed to
indemnify each other against certain liabilities, including
liabilities under the Securities Act.
Certain of the Initial Purchasers and their affiliates have, from
time to time, performed, and may in the future perform, various
commercial and investment banking and financial advisory services
for the Company and its affiliates, for which they received or
may in the future receive customary fees and expenses.
The foregoing description of the Purchase Agreement is qualified
by reference to the complete document, which is filed as Exhibit
10.1 to this Form 8-K and is incorporated herein by reference.
Registration Rights Agreement
In connection with the issuance and sale of the Additional Notes,
the Company and the Guarantor entered into a registration rights
agreement (the Registration Rights Agreement) with the Initial
Purchasers, dated May24, 2017. to the Registration Rights
Agreement, the Company and the Guarantor have agreed to file a
registration statement with the Securities and Exchange
Commission so that holders of the Additional Notes can exchange
the Additional Notes for registered notes (the Exchange Notes)
that have substantially identical terms as the Additional Notes.
In addition, the Company and the Guarantor have agreed to
exchange the guarantee for a registered guarantee having
substantially the same terms as the guarantee. The Company and
the Guarantor will use commercially reasonable efforts to cause
the registration statement for the exchange to be declared
effective by the Securities and Exchange Commission within 270
days after the issuance of the Additional Notes and for the
exchange to be consummated on or prior to 30 business days (or
longer, if required by applicable securities laws) after the date
on which the registration statement is declared effective. The
Company and the Guarantor are required to pay Special Interest
(as defined in the Registration Rights Agreement) if they fail to
comply with their obligations to register the Exchange Notes
within the specified time periods.
The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Registration Rights
Agreement, a copy of which is filed as Exhibit 4.1 to this Form
8-K and incorporated by reference herein.
Section2 Financial Information
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information included in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03 of this
Current Report on Form 8-K.
Section8 Other Events
| Item8.01. | Other Information. |
On May19, 2017, the Company issued a press release announcing the
pricing of its private placement of the Additional Notes. The
Company is filing a copy of the press release as Exhibit 99.1
hereto, which is incorporated by reference into this Item 8.01.
The press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.
Section9 Financial Statements and Exhibits
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit Number |
Title of Document |
|
| 4.1 |
Registration Rights Agreement, dated as of May24, 2017, by and among the Company, Callon Petroleum Operating Company and J.P. Morgan Securities LLC, as representative of the several initial purchasers. |
|
| 10.1 |
Purchase Agreement, dated as of May19, 2017, among Callon Petroleum Company, Callon Petroleum Operating Company and J.P. Morgan Securities LLC, as representative of the several initial purchasers. |
|
| 99.1 | Press release dated May19, 2017. |
About Callon Petroleum Company (NYSE:CPE)
Callon Petroleum Company is an independent oil and natural gas company. The Company is engaged in the exploration, development, acquisition and production of oil and natural gas properties. It focuses on unconventional, onshore, oil and natural gas reserves in the Permian Basin in West Texas and the Midland Basin. Its asset base is concentrated in the Midland Basin located within the broader Permian Basin. Its operations are focused on horizontal drilling of several prospective intervals, including multiple levels of the Wolfcamp formation. It has drilled approximately 40 gross (over 27.1 net) horizontal, while completing approximately 30 gross (over 25.8 net) horizontal and over 1 gross (approximately 0.4 net) vertical wells. It owns leaseholds over 17,670 net acres in the Permian Basin. Its Southern Midland Basin area consists of fields located in Upton, Reagan and Crockett Counties, Texas. Its Central Midland Basin area encompasses Midland, Ector, Andrews and Martin Counties. Callon Petroleum Company (NYSE:CPE) Recent Trading Information
Callon Petroleum Company (NYSE:CPE) closed its last trading session down -0.19 at 12.15 with 2,575,438 shares trading hands.