Current Report Filing (8-k)
February 15 2017 - 6:04AM
Edgar (US Regulatory)
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
February 13, 2017
(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
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(Commission File Number)
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(I.R.S. Employer
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incorporation or organization)
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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 2 – Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on
December 13
, 2016,
Callon Petroleum Operating Company (“CPOC”), 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 in the
Delaware
Basin (the “
Ameredev
Acquisition”).
On
February 13
, 201
7
,
CPOC
completed the
Ameredev
Acquisition
for
a
total
purchase price of approximately $
633
million in cash
, subject to customary post-closing adjust
ments
.
The
Ameredev
Purchase Agreement
provides for customary adjustments to the purchase price based on an effective date of
October 1, 2016
.
The acquired properties include approximately
16,700 net
surface acres in
Ward and Pecos
Count
ies
, 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.
The foregoing description is qualified in its entirety by reference to the full text of the
Ameredev
Purchase Agreement, which ha
s
been filed as Exhibit 2.1 to the
Company’s
Current Report on Form 8-K dated
December 13
, 2016 and
is
incorporated in this Report by reference.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On
February 13, 2017
, the Company issued a press release, attached as Exhibit 99.1, announcing the closing of the
Ameredev
Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in the attached Exhibit 99.1 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 such filing.
Item 9.01. Financial Statements and Exhibits
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(a)
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Financial Statements of business Acquired
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The Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
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(b)
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Pro Forma Financial Information
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The Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
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Exhibit Number
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Title of Document
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2.1
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Purchase and Sale Agreement between
Ameredev
, as Seller
,
and CPOC, as Purchaser, dated
December 13
, 2016 (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K, filed on
December 13
, 2016)
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99.1
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Press release dated
February 13, 2017
, announcing the closing of the
Ameredev
Acquisition
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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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(Registrant)
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February 1
4
, 2017
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By: /s/ Joseph C. Gatto, Jr.
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Joseph C. Gatto, Jr.
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President,
Chief Financial Officer and Treasurer
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Exhibit Index
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Exhibit Number
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Title of Document
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2.1
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Purchase and Sale Agreement between Ameredev, as Seller, and CPOC, as Purchaser, dated
December 13
, 2016 (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K, filed on
December 13
, 2016)
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99.1
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Press release dated
February 13, 2017
, announcing the closing of the Ameredev Acquisition
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