UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
February 13, 2017
(Date of earliest event reported)
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
001-14039
|
64-0844345
|
(State or other jurisdiction of
|
(Commission File Number)
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification Number)
|
200 North Canal St.
Natchez, Mississippi 39120
(Address of principal executive offices, including zip code)
(601) 442-1601
(Registrant's 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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
As previously disclosed in its
Current
Report on Form
8-K
,
filed with the U.S. Securities and Exchange Commission on
February 15, 2017
and
December 13
, 2016
, Callon Petroleum
Operating
Company (
“C
POC
”)
, a wholly owned subsidiary of Callon Petroleum Company (“Callon” or the “Company”),
entered into
a
purchase and sale agreement
(the “Ameredev Purchase Agreement”)
with
American Resource Development, LLC, American Resource Development Upstream, LLC, and American Resource Development Midstream, LLC (collectively, “Ameredev”) for the purchase of certain oil and gas producing properties and undeveloped acreage
(the “Acquired Properties”)
in the Delaware Basin (the “Ameredev
Transac
tion”).
On February 13, 2017, CPOC completed the Ameredev
Transac
tion
for a total purchase price of approximately $633 million in cash, subject to customary post-closing adjustments. The Ameredev
Purchase Agreement provides for customary adjustments to the purchase price based on an effective date of October 1, 2016.
The
A
cquired
P
roperties include approximately 16,700 net surface acres in Ward and Pecos Counties, Texas, comprised of an initial 16,098 net acres and an incremental 590 net acres acquired between signing and closing of the transaction that are either within or contiguous to the Ward County footprint.
This Current Report on Form 8-K
/A
provides
financial statements of the
Ameredev
Transac
tion
and the pro forma financial statements required by Item 9.01 of Form 8-K. This
Current Report on Form 8-K
/A
should be read in connection with the
Current Reports on
Form
8-K
filed on
February 15, 2017 and December 13, 2016
, which provide a more complete description of the
Ameredev
Transac
tion
.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
|
(a)
|
|
Financial
s
t
atements of businesses acquired.
|
Audite
d
Combined Schedules
of Revenues and Direct Operating Expenses of the
A
cquired
P
roperties
for the t
wo
years en
ded December 31, 201
6
and 201
5
, are
attached hereto as Exhibit 99.1
.
|
(b)
|
|
Pro
f
orma
f
inancial
i
nformation
.
|
Unaudited Pro Forma Consolidated Financial Statements of the Company as of
December
31, 2016
and for the year ended December 31, 201
6
, are attached hereto as Exhibit 99.
2
.
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
23.1
|
|
Consent of
Weaver and Tidwell
, LLP
|
|
|
|
99.1
|
|
Audited
Combined Schedules
of Revenues and Direct Operating Expenses
|
|
|
|
99.2
|
|
Unaudited Pro Forma Consolidated Financial Statements
|
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.
|
|
|
|
|
|
|
Callon Petroleum Company
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
May
1
,
201
7
|
|
By: /s/ Joseph C. Gatto, Jr.
|
|
|
|
Joseph C. Gatto, Jr.
|
|
|
|
President,
Chief Financial Office
r
and Treasurer
|
Exhibit Index
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
23.1
|
|
Consent of Weaver and Tidwell, LLP
|
|
|
|
99.1
|
|
Audited Combined Schedules of Revenues and Direct Operating Expenses
|
|
|
|
99.2
|
|
Unaudited Pro Forma Consolidated Financial Statements
|