UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
November 9,
2015
(Date of earliest event reported)
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14039 |
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64-0844345 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
incorporation or organization) |
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Identification Number) |
200 North Canal St.
Natchez, Mississippi 39120
(Address of principal executive offices, including zip code)
(601) 442-1601
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
On November 9, 2015, Callon Petroleum Company (the Company) issued a press release announcing that it had launched an
underwritten public offering of 10,000,000 shares of the Companys common stock.
On November 9, 2015, the Company issued a
press release announcing that it had acquired additional working interests in the Carpe Diem and Casselman-Bohannon fields in the Central Midland Basin.
Copies of the press releases are furnished as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference. The information set
forth in each of the attached Exhibits 99.1 and 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in each such filing.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Title of Document |
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99.1 |
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Press release announcing launch of underwritten public offering dated November 9, 2015. |
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99.2 |
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Press release announcing acquisition dated November 9, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Callon Petroleum Company
(Registrant) |
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November 9, 2015 |
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By: |
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/s/ Joseph C. Gatto, Jr. |
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Joseph C. Gatto, Jr. |
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Chief Financial Officer, Senior Vice President and Treasurer |
Exhibit Index
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Exhibit Number |
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Title of Document |
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99.1 |
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Press release announcing launch of underwritten public offering dated November 9, 2015. |
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99.2 |
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Press release announcing acquisition dated November 9, 2015. |
Exhibit 99.1
Callon Petroleum Company Announces Common Stock Offering
NATCHEZ, Miss., November 9, 2015 Callon Petroleum Company (NYSE: CPE) (Callon or the Company) today announced that it has
commenced, subject to market and other conditions, an underwritten public offering of 10,000,000 shares of its common stock. The underwriters will have an option to purchase up to an additional 1,500,000 shares of common stock from the Company.
Proceeds from the offering are expected to be used to repay amounts outstanding under Callons credit facility, which were used in part to finance recent acquisitions, with any remainder being used for general corporate purposes, which may
include future acquisitions.
J.P. Morgan and Credit Suisse are acting as joint book-running managers for the offering. The offering will be made only by
means of a preliminary prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the Securities and Exchange Commissions website at www.sec.gov. Alternatively, the underwriters will arrange to send you the
preliminary prospectus supplement and related base prospectus if you request them by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, via
telephone at 866.803.9204, or by e-mailing prospectus-eq_fi@jpmchase.com; or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, via telephone at 1-800-221-1037, or by e-mailing
newyork.prospectus@credit-suisse.com.
The common stock will be issued and sold pursuant to an effective shelf registration statement on Form S-3
previously filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This offering may
only be made by means of a prospectus supplement and related base prospectus.
About Callon Petroleum Company
Callon is an independent energy company focused on the acquisition, development, exploration, and operation of oil and gas properties in the Permian Basin in
West Texas.
Cautionary Statement Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements, other than historical facts, that address activities that the Company assumes, plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the
future are forward-looking statements. The forward-looking statements are based on managements current beliefs, based on currently available information, as to the outcome and timing of future events. These forward-looking statements involve
certain risks and uncertainties that could cause the results to differ materially from those expected by the Companys management. Information concerning these risks and other factors can be found in the Companys filings with the
Securities and Exchange Commission, including its Annual Reports on Form 10-K, available on the Companys website or the SECs website at www.sec.gov.
For further information contact:
Joe Gatto
Chief Financial Officer, Senior Vice President and Treasurer
1-800-451-1294
Exhibit 99.2
Callon Petroleum Company Announces Acquisition of Additional Working Interests in Core Fields
Natchez, MS (November 9, 2015)Callon Petroleum Company (NYSE: CPE) (Callon or the Company) today announced it has acquired
additional working interests in the Carpe Diem and Casselman-Bohannon fields in the Central Midland Basin for an approximate aggregate price of $29.5 million in cash. The acquisition was funded with borrowings from its revolving credit facility.
Transaction highlights include:
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Average working interest of approximately 15.24% (12.07% net revenue interest) in the Carpe Diem field (2,586 gross acres), increasing Callons working interest to approximately 100.00% (79.19% net revenue
interest) |
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Average working interest of approximately 3.75% (2.81% net revenue interest) in the Casselman-Bohannon fields (6,238 gross acres), increasing Callons working interest to approximately 66.45% (49.83% net revenue
interest) |
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628 net surface acres, predominantly in Midland and Andrews Counties, Texas |
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Estimated net daily production of 360 Boe/d (84% oil) for the month of October 2015 |
Following the
Companys recent operational shift to focus exclusively on the Central Midland Basin, Callon has dedicated both of its two horizontal rigs to this area. The Company plans to direct approximately 80% of its preliminary 2016 operational capital
program to the Carpe Diem and Casselman-Bohannon fields. Callon estimates that the 360 Boe/d of current net daily production acquired will increase at a similar rate as the Companys preliminary forecast of approximately 20% annual growth in
2016 for total Company production volumes.
These core fields form the foundation of our current drilling plans and are currently producing from the
Lower Spraberry, Middle Spraberry and Wolfcamp B zones. stated Fred Callon, Chairman and CEO. Our investment in additional working interests will immediately contribute to value creation through our drilling plan focused on the Lower
Spraberry in the near-term, with future opportunities in multiple delineated zones.
About Callon Petroleum Company
Callon is an independent energy company focused on the acquisition, development, exploration, and operation of oil and gas properties in the Permian Basin in
West Texas.
Cautionary Statement Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements include all statements regarding reserve quantities, production estimates, planned capital expenditures, the implementation of the Companys business plans and strategy, as well as
statements including the words believe, expect, plans and words of similar meaning. These statements reflect the Companys current views with respect to future events and financial performance. No assurances
can be given, however, that these events will occur or that these projections will be achieved, and actual results could differ materially from those projected as a result of certain factors. Some of the factors which could affect our future results
and could cause results to differ materially from those expressed in our forward-looking statements include the Companys ability to realize the anticipated benefits of the pending acquisition, the forfeiture of our deposit under the
acquisition agreement, the volatility of oil and gas prices, ability to drill and complete wells, operational, regulatory and environment risks, our ability to finance our activities and other risks more fully discussed in our filings with the
Securities and Exchange Commission, including our Annual Reports on Form 10-K, available on our website or the SECs website at www.sec.gov.
This
news release is posted on the Companys website at www.callon.com and will be archived there for subsequent review. It can be accessed from the News link on the top of the homepage.
For further information contact:
Joe Gatto
Chief Financial Officer, Senior Vice President and Treasurer
1-800-451-1294
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