Callon Petroleum Company (NYSE:CPE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On May31, 2018, 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 $400million aggregate principal amount of the Company’s 6.375% senior unsecured notes due 2026 (the “Notes”).
The 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 Section4(a)(2) thereunder. The Initial Purchasers intend to resell the Notes (i)inside the United States to persons reasonably believed to be “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 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.
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.
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. In particular, affiliates of certain of the Initial Purchasers act as administrative agent and/or lenders under the Company’s senior secured revolving credit facility and will therefore receive a portion of the proceeds from the sale of the Notes.
Section2 – Financial Information
Item 1.01. 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 1.01 of this Current Report on Form 8-K.
Section8 – Other Events
Item 1.01. Other Information.
On May31, 2018, the Company issued a press release announcing its intent, subject to market and other conditions, to offer $300million aggregate principal amount of the Notes in a private offering that is exempt from registration under the Securities Act of 1933, as amended. The Company is filing a copy of the press release as Exhibit 99.1 hereto, which is incorporated by reference into this Item 1.01.
On May31, 2018, the Company also issued a press release announcing the pricing of its private offering of the Notes. The Company is filing a copy of the press release as Exhibit 99.2 hereto, which is incorporated by reference into this Item 1.01.
The press releases 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
Item 1.01. Financial Statements and Exhibits.
(d)Exhibits.
CALLON PETROLEUM CO ExhibitEX-10.1 2 d557559dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION J.P. MORGAN SECURITIES LLC PURCHASE AGREEMENT CALLON PETROLEUM COMPANY 6.375% Senior Notes due 2026 Purchase Agreement May 31,…To view the full exhibit click here
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.