Callon Petroleum Company (NYSE:CPE) Files An 8-K Entry into a Material Definitive Agreement

Callon Petroleum Company (NYSE:CPE) Files An 8-K Entry into a Material Definitive Agreement
Item 7.01. Entry into a Material Definitive Agreement.

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On May24, 2018, Callon Petroleum Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with and J.P. Morgan Securities LLC and Morgan Stanley& Co. LLC, as representatives of the several underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), providing for the offer and sale in a firm commitment offering of 22,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $11.80 per share of Common Stock. to the Underwriting Agreement, the Company granted the Underwriters a 30-day over-allotment option for up to 3,300,000 additional shares of Common Stock at the same price. The offer and sale of the Common Stock is registered under the Securities Act of 1933, as amended (the “Securities Act”), to an effective automatic shelf registration statement on Form S-3 (File No.333-210612), which was filed with the Securities and Exchange Commission on April5, 2016. The Company expects the transaction to close on or about May30, 2018.

In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. The foregoing description of the Underwriting Agreement is qualified by reference to the complete document, which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.

Section7 — Regulation FD

Item 7.01. Regulation FD Disclosure.

On May24, 2018, the Company issued a press release announcing that it had priced the offering of the 22,000,000 shares of Common Stock. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information set forth in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section9 — Financial Statements and Exhibits

Item 7.01. Financial Statements and Exhibits.

(d) Exhibits.




1.1 Underwriting Agreement dated as of May 24, 2018, between Callon Petroleum Company and J.P. Morgan Securities LLC and Morgan Stanley& Co. LLC.
5.1 Opinion of Haynes and Boone, LLP.
23.1 Consent of Haynes and Boone, LLP (included in Exhibit 5.1 hereto).
99.1 Press release announcing pricing of underwritten public offering dated May24, 2018.

Exhibit Index

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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.

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