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
October 16, 2009
(Date of earliest event reported)
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
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001-14039
(Commission File Number)
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64-0844345
(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):
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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))
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TABLE OF CONTENTS
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Callon Petroleum Company entered into an Agreement to Exchange, effective as of October 19,
2009, under which holders of 73.5% of Callon’s $200 million 9.75% Senior Notes due 2010 (“Senior
Notes”) agreed to tender their outstanding Senior Notes in Callon’s exchange offer and consent
solicitation commenced on October 21, 2009. A copy of the Agreement to Exchange is attached hereto
as Exhibit 1.1 and is incorporated herein by reference.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 16, 2009, Callon entered into an Amendment No. 3 and Agreement effective as of
October 16, 2009 (the “Amendment”) to its Second Amended and Restated Credit Agreement, as amended
(the “Credit Agreement”). The Amendment was entered into in connection with the exchange offer and
consent solicitation described below, and reaffirms the amount of the borrowing base and waives the
application of certain financial covenants for the fiscal quarter ended September 30, 2009.
The foregoing description of the Amendment is qualified in its entirety by reference to the
text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On October 21, 2009, Callon commenced an exchange offer and consent solicitation for any and
all of its outstanding Senior Notes. Reference is made to the related offering memorandum which is
filed with this Current Report as Exhibit 99.1 and is incorporated herein by reference. In
connection with the exchange offer and consent solicitation commenced on October 21, 2009, Callon
is filing a press release with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated
herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Title of Document |
1.1
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Agreement to Exchange dated as of October 19, 2009. |
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2.1
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Amendment No. 3 and Agreement, dated as of October 16, 2009, to Callon’s Second Amended and Restated Credit
Agreement. |
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99.1
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Offering Memorandum dated October 21, 2009 |
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99.2
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Press release dated October 20, 2009 announcing commencement of exchange offer and consent solicitation |