HOUSTON, March 15,
2024 /PRNewswire/ -- Callon Petroleum Company (NYSE:
CPE) ("Callon" or the "Company") today announced the early tender
results of its previously announced cash tender offers (the
"Offers") for any and all of its 8.000% Senior Notes due 2028 (the
"2028 Notes") and any and all of its 7.500% Senior Notes due 2030
(the "2030 Notes" and, together with the 2028 Notes, the "Notes").
The terms and conditions of the Offers and the Consent
Solicitations (as defined below) are set forth in the Offer to
Purchase and Consent Solicitation Statement, dated as of
March 1, 2024 (as it may be amended
or supplemented from time to time, the "Statement").
According to information provided by D.F. King & Co, Inc.,
the Information Agent and Tender Agent for the Offers, $641,128,000 aggregate principal amount of 2028
Notes, or approximately 98.6% of the total outstanding 2028 Notes,
and $584,213,000 aggregate principal
amount of 2030 Notes, or approximately 97.4% of the total
outstanding 2030 Notes, were validly tendered and not validly
withdrawn at or prior to 5:00 p.m.,
New York City time, on
March 14, 2024 (the "Consent Fee
Deadline"), pursuant to the Offers. Because the withdrawal deadline
relating to the Offers expired immediately after the Consent Fee
Deadline, these Notes, as well as any subsequently tendered Notes,
may not be withdrawn.
As previously announced, the Offers are contingent upon, among
other things, the closing of the merger (the "Merger") contemplated
by that certain Agreement and Plan of Merger, dated January 3, 2024 (the "Merger Agreement"), by and
among Callon, APA Corporation, a Delaware corporation ("APA"), and Astro Comet
Merger Sub Corp., a Delaware
corporation and wholly owned, direct subsidiary of APA. Callon will
not be required to accept for purchase any tendered Notes or
delivered Consents (as defined below) or pay the Total
Consideration or the Tender Offer Consideration (as each is defined
below), as applicable, if the Merger is not consummated on or prior
to the Settlement Date (as defined below) (the "Merger
Condition").
Subject to the satisfaction or waiver of the conditions to the
Offer, including satisfaction of the Merger Condition, the Company
expects to accept for purchase on April 1,
2024 (the "Settlement Date") all Notes validly tendered and
not validly withdrawn at or prior to 11:59
p.m., New York City time,
on March 28, 2024 (as such time may
be extended, the "Expiration Time"). Holders of Notes validly
tendered and not validly withdrawn prior to the Consent Fee
Deadline, and accepted for purchase, will receive total
consideration per $1,000 principal
amount of Notes validly tendered and accepted for purchase equal to
the fixed spread plus a yield based on the bid-side price of the
U.S. Treasury Reference Security, each as specified on the front
cover of the Statement (the "Total Consideration"), which includes
a consent fee of $30 per $1,000 principal amount of the Notes (the
"Consent Fee"), plus accrued and unpaid interest from and including
the last interest payment date up to, but excluding, the Settlement
Date. Holders who validly tender their Notes after the Consent Fee
Deadline but at or prior to the Expiration Time, and whose Notes
are accepted for purchase, will be entitled to receive the Total
Consideration less the Consent Fee (the "Tender Offer
Consideration"). Holders who tender their Notes after the Consent
Fee Deadline will not receive the Consent Fee.
In connection with the Offers, the Company is soliciting (the
"Consent Solicitations") consents ("Consents") from the holders of
the Notes for certain proposed amendments (the "Proposed
Amendments") that would, among other things, eliminate
substantially all restrictive covenants and certain of the default
provisions contained in each of the indentures governing the Notes.
Holders of Notes who validly tendered and did not validly withdraw
their Notes at or prior to the Consent Fee Deadline are deemed to
have consented to the Proposed Amendments. Because Consents of the
holders of at least a majority of the aggregate principal amount of
each series of the Notes were received as of the Consent Fee
Deadline, the Company expects that it and U.S. Bank Trust Company,
National Association, as trustee under the indentures governing the
Notes, will execute and deliver supplemental indentures to the
indentures governing each series of the Notes implementing the
Proposed Amendments operative upon the satisfaction or waiver of
the conditions to the Offers, including the satisfaction of the
Merger Condition. Subject to the satisfaction or waiver of such
conditions, as applicable, it is expected that the Proposed
Amendments will become operative on the Settlement Date. Upon
becoming operative, the Proposed Amendments will apply to all
holders of each series of the Notes.
The Offer and Consent Solicitation for each of the 2028 Notes
and 2030 Notes is being made independently of the Offer and Consent
Solicitation for the other series of Notes, and the Company
reserves the right, subject to applicable law, to terminate,
withdraw, amend or extend the Offer and Consent Solicitation for
any series of Notes without also terminating, withdrawing, amending
or extending the Offer and Consent Solicitation for any other
series of Notes.
The 2028 Notes are callable on or after August 1, 2024 at a redemption price of 104.00%
and the 2030 notes are callable on or after June 15, 2025 at a redemption price of 103.75%.
The Total Consideration or the Tender Offer Consideration, as
applicable, will be based on a yield to those respective call dates
at those specified redemption prices, as described in the
Statement.
Available Documents and Other Details
MUFG Securities Americas Inc., HSBC Securities (USA) Inc. and Mizuho Securities USA LLC are acting as Dealer Managers for
the Offers and Solicitation Agents for the Consent Solicitations.
Capital One Securities, Inc., PNC Capital Markets LLC and Regions
Securities LLC are acting as Co-Dealer Managers for the Offers and
Solicitation Agents for the Consent Solicitations. Questions
regarding the Offers or the Consent Solicitations may be directed
to MUFG Securities Americas Inc. at (212) 405-7481, HSBC
Securities (USA) Inc. at (212)
525-5552 or Mizuho Securities USA
LLC at (212) 205-7736. D.F. King & Co., Inc. is acting as
Information Agent and Tender Agent for the Consent Solicitations.
Requests for copies of the Statement may be directed to D.F. King
by telephone at (800) 791-3320 or by email at
Callon@dfking.com.
None of Company, the Dealer Managers and Solicitation Agents,
the Co-Dealer Managers and Solicitation Agents, the Tender Agent
and Information Agent, the trustee under the indentures governing
the Notes or any of their respective affiliates is making any
recommendation as to whether holders of the Notes should tender any
Notes in response to the Offers and the Consent Solicitations.
Holders must make their own decision as to whether to participate
in the Offers and the Consent Solicitations and, if so, the
principal amount of Notes as to which action is to be taken.
About Callon Petroleum
Callon Petroleum Company is an independent oil and natural gas
company focused on the acquisition, exploration and sustainable
development of high-quality assets in the Permian Basin in
West Texas.
No Offer or Solicitation in Connection with Merger
Communications in this press release are for informational
purposes only and are not intended to and do not constitute an
offer to sell or a solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, in any jurisdiction, in each case with
respect to the Merger and shareholder meeting related thereto or
otherwise, nor shall there be any sale, issuance, exchange or
transfer of the securities referred to in this document in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended (the "Securities Act").
Additional Information and Where to Find It
In connection with the Merger, APA has filed with the SEC a
registration statement on Form S-4 (the "Registration
Statement") that includes a joint proxy statement of Callon
and APA and a prospectus of APA (the "Joint Proxy
Statement/Prospectus"). The Registration Statement was
declared effective on February 15,
2024, and APA filed a prospectus on February 16, 2024 and Callon filed a definitive
proxy statement on February 16, 2024.
Callon and APA commenced mailing of the definitive Joint Proxy
Statement/Prospectus to their respective stockholders on or about
February 16, 2024. The
Merger will be submitted to Callon's stockholders and APA's
stockholders for their consideration. Callon and APA may also file
other documents with the SEC regarding the Merger. This press
release is not a substitute for the Registration Statement and
definitive Joint Proxy Statement/Prospectus that has been
filed with the SEC or any other document that Callon or APA has
filed or may file with the SEC and send to Callon's stockholders
and/or APA's stockholders in connection with the Merger. INVESTORS
AND SECURITY HOLDERS OF CALLON AND APA ARE URGED TO READ THE
REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT CALLON, APA, THE MERGER,
THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the Registration Statement and definitive Joint Proxy
Statement/Prospectus, as each may be amended or supplemented from
time to time, and all other relevant documents that are filed or
will be filed with the SEC through the website maintained by the
SEC at http://www.sec.gov. Copies of documents filed with the SEC
by Callon will be made available free of charge on Callon's website
at http://www.callon.com under the "Investors" tab or by contacting
Callon's Investor Relations Department at (281) 589-5200 or
IR@callon.com. Copies of documents filed with the SEC by APA will
be available free of charge on APA's website at
https://www.apacorp.com.
Participants in the Proxy Solicitation
Callon, APA and their respective directors and certain of their
executive officers and other members of management and employees
may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Callon's stockholders and APA's
stockholders in connection with the Merger. Information regarding
the executive officers and directors of Callon is included in its
definitive proxy statement for its 2023 annual meeting filed with
the SEC on March 13, 2023 and certain
of its Current Reports on Form 8-K. You can obtain a free copy of
this document at the SEC's website at http://www.sec.gov or by
accessing Callon's website at http://www.callon.com. To the extent
holdings of Callon's securities by such executive officers and
directors have changed since the amounts printed in the definitive
proxy statement for Callon's 2023 annual meeting, such changes have
been or will be reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC. Information regarding the
executive officers and directors of APA is included in its
definitive proxy statement for its 2023 annual meeting filed with
the SEC on April 11, 2023 and certain
of its Current Reports on Form 8-K. You can obtain a free copy of
this document at the SEC's website at http://www.sec.gov or by
accessing APA's website at http://www.apacorp.com. To the extent
holdings of APA's securities by such executive officers and
directors have changed since the amounts printed in the definitive
proxy statement for APA's 2023 annual meeting, such changes have
been or will be reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC. Investors may obtain
additional information regarding the participants in the
solicitations in connection with the Merger and a description of
their direct and indirect interests, by security holdings or
otherwise, by reading the Registration Statement, the definitive
Joint Proxy Statement/Prospectus and other relevant materials filed
with the SEC regarding the Merger. Stockholders of Callon and APA,
potential investors and other readers should read the definitive
Joint Proxy Statement/Prospectus carefully before making any voting
or investment decisions.
Cautionary Statement Regarding Forward-Looking
Information
Certain statements in this press release concerning the Merger,
including any statements regarding the expected timetable for
completing the Merger, the results, effects, benefits and synergies
of the Merger, future opportunities for the combined company,
future financial performance and condition, guidance and any other
statements regarding Callon's or APA's future expectations,
beliefs, plans, objectives, financial conditions, assumptions or
future events or performance that are not historical facts are
"forward-looking" statements based on assumptions currently
believed to be valid. Forward-looking statements are all statements
other than statements of historical facts. The words "anticipate,"
"believe," "ensure," "expect," "if," "intend," "estimate,"
"probable," "project," "forecasts," "predict," "outlook," "aim,"
"will," "could," "should," "would," "potential," "may," "might,"
"anticipate," "likely," "plan," "positioned," "strategy," and
similar expressions or other words of similar meaning, and the
negatives thereof, are intended to identify forward-looking
statements. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the
Securities Act, Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including, but not limited to, failure to
obtain the required votes of Callon's stockholders or APA's
stockholders to approve the Merger and related matters; the risk
that a condition to closing of the Merger may not be satisfied,
that either party may terminate the Merger Agreement or that the
closing of the Merger might be delayed or not occur at all;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the Merger; the diversion of management time on
Merger-related issues; the ultimate timing, outcome and results of
integrating the operations of Callon and APA; the effects of the
business combination of Callon and APA, including the combined
company's future financial condition, results of operations,
strategy and plans; the ability of the combined company to realize
anticipated synergies in the timeframe expected or at all; changes
in capital markets and the ability of the combined company to
finance operations in the manner expected; the effects of commodity
price changes; and the risks of oil and gas activities.
Expectations regarding business outlook, including changes in
revenue, pricing, capital expenditures, cash flow generation,
strategies for our operations, oil and natural gas market
conditions, legal, economic and regulatory conditions, and
environmental matters are only forecasts regarding these
matters.
Additional factors that could cause results to differ materially
from those described above can be found in Callon's Annual Report
on Form 10-K for the year ended December 31,
2023, which is on file with the SEC and available on
Callon's website at http://www.callon.com under the "Investors"
tab, and in other documents Callon files with the SEC, in APA's
Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the SEC
and available on APA's website at http://www.apacorp.com under the
"Investors" tab, and in other documents APA files with the SEC, and
in the Registration Statement.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Callon nor APA assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
CONTACT:
Investor: (281) 589-5200;
IR@callon.com
Website: www.callon.com
View original
content:https://www.prnewswire.com/news-releases/callon-petroleum-company-announces-early-results-of-its-tender-offers-and-consent-solicitations-302090156.html
SOURCE Callon Petroleum Company