NATCHEZ, Miss., June 7, 2018 /PRNewswire/ -- Callon
Petroleum Company (NYSE: CPE) ("Callon" or the "Company") announced
today the closing of its private offering of $400 million aggregate principal amount of its
6.375% senior unsecured notes due 2026 (the "notes") at an issue
price of 100% of the principal amount of the notes. The notes
will mature on July 1, 2026, unless
redeemed in accordance with their terms prior to such date.
The notes were offered to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States to
certain non-U.S. persons in accordance with Regulation S under the
Securities Act.
The net proceeds of the offering, after deducting initial
purchasers' discounts and commissions and estimated offering
expenses, were approximately $394
million. A portion of the net proceeds from the offering is
expected to be used to partially fund the previously disclosed
purchase from Cimarex Energy Co. of certain producing oil and gas
properties and undeveloped acreage in the Delaware Basin. The balance of the net
proceeds from the offering is expected to be used to repay amounts
borrowed under the Company's senior secured revolving credit
facility and the remaining proceeds, if any, for general corporate
purposes. If the pending acquisition is not consummated, the
Company intends to use the net proceeds from the offering to fund a
portion of its exploration and development activities, a potential
redemption of its preferred stock, and for general corporate
purposes, which may include leasehold interest and property
acquisitions, repayment of indebtedness, and working capital. The
notes are guaranteed on a senior unsecured basis by the Company's
wholly-owned subsidiary, Callon Petroleum Operating Company, and
may be guaranteed by certain future subsidiaries. Interest on
the notes is payable semi-annually.
The notes and the related guarantees have not been registered
under the Securities Act or any state securities laws and unless so
registered, the notes and the related guarantees may not be offered
or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws. The Company has entered into a
registration rights agreement with respect to the notes and the
related guarantees. The notes and the related guarantees are
expected to be eligible for trading by persons reasonably believed
to be qualified institutional buyers in the United States under Rule 144A under the
Securities Act and outside the United
States pursuant to Regulation S under the Securities
Act.
This press release is being issued pursuant to Rule 135c under
the Securities Act, and is neither an offer to sell nor a
solicitation of an offer to buy the notes or any other securities
and shall not constitute an offer to sell or a solicitation of an
offer to buy, or a sale of, the notes and the related guarantees or
any other securities in any jurisdiction in which such offer,
solicitation or sale is unlawful.
About Callon Petroleum Company
Callon is an independent energy company focused on the
acquisition, development, exploration and operation of oil and
natural 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 and Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking
statements include all statements regarding the consummation of the
pending acquisition and completion of related financings and the
time frame in which these transactions will occur, the
implementation of the Company's business plans and strategy, as
well as statements including the words "believe," "expect," "plans"
and words of similar meaning. These statements reflect the
Company's 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 the
Company's future results and could cause results to differ
materially from those expressed in its forward-looking statements
are more fully discussed in its filings with the SEC, including its
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q,
available on the Company's website or the SEC's website at
www.sec.gov.
For further information contact:
Mark Brewer
Director of Investor Relations
281-589-5279
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SOURCE Callon Petroleum Company