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
March
28, 2008
(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
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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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))
Section
1 — Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement
Callon
Petroleum Company (“Callon”) has commenced a consent solicitation (the “Consent
Solicitation”) requesting holders of at least $150 million principal amount of
its 9.75% Senior Notes due 2010, Series B (the “Notes”) to amend certain
covenants in the indenture for the Notes. The Consent Solicitation will be
conducted pursuant to a Consent Solicitation Statement dated March 31,
2008.
In
connection with the Consent Solicitation, Callon has entered into a Consent
Agreement (the “Consent Agreement”) with the holders of $148,158,000 of the
Notes to give their consent to such amendments. The Noteholders party to the
Consent Agreement have agreed to give their consent not later than two business
days following the commencement of the Consent Solicitation. The obligation of
such Noteholders to consent to the amendments is subject to certain conditions.
The Consent Solicitation will remain open until 11:00 AM, New York City time, on
April 4, 2008, unless accelerated or further extended under conditions set forth
in the Consent Solicitation Statement.
The
Consent Solicitation is subject to certain conditions, including without
limitation, receipt of consents from holders (including the Noteholders party to
the Consent Agreement) of at least $150 million principal amount of the Notes
and other customary closing conditions.
The
proposed amendments to the Notes would permit Callon to transfer its Entrada
prospect to Callon Entrada Company, a wholly-owned subsidiary of Callon. Callon
Entrada proposes to enter into a credit agreement and related documents with
CIECO Energy (Entrada) LLC, a subsidiary of ITOCHU Corporation, pursuant to
which Callon Entrada will borrow up to $150 million plus capitalized interest to
finance the development of the Entrada prospect. The Entrada credit
facility will be non-recourse to Callon, and Callon will have no obligation to
repay principal and interest outstanding under the Entrada credit
facility. However, Callon will enter into a customary indemnification
agreement pursuant to which it agrees to indemnify the lenders under the Entrada
credit facility against Callon Entrada’s misappropriation of funds,
non-performance of certain covenants and similar matters. In
addition, Callon will also guaranty payment by Callon Entrada of any of its
obligations to fund its proportionate share of any costs and expenses for any
operation related to the Entrada project that Callon Entrada may, from time to
time, expressly approve under the joint operating agreement in effect for the
Entrada project. Callon will also guaranty Callon Entrada’s payment
of all amounts to plug and abandon wells and related facilities, for a breach of
law, rule or regulation (including environmental laws) and for any
losses attributable to gross negligence of Callon Entrada.
This Form
8-K may contain forward-looking statements. All forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from projected results. Consequently, any such
forward-looking statements should be considered only as Callon’s current plans,
estimates, and beliefs. Even if those plans, estimates, or beliefs change
because of future events or circumstances, Callon declines any obligation to
publicly update or revise any such forward-looking statements.
Section
9 — Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit Number
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Title of Document
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10.1
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Consent
Solicitation Statement
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99.1
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Press
release dated March 31, 2008 announcing the commencement of the consent
solicitation
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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
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March
31, 2008
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By:
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s/s B.F. Weatherly
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B.F.
Weatherly
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Executive
Vice President and
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Chief
Financial Officer
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Exhibit
Index
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Exhibit Number
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Title of Document
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Consent
Solicitation Statement
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Press
release dated March 31, 2008 announcing the commencement of the consent
solicitation
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