11 Apr 2024listing compliance notice▼ BadMajor
Callon Petroleum Co deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Apr 2024listing compliance notice● NeutralMajor
Callon Petroleum Co's exchange filed to remove a class of its securities from listing.
1 Apr 2024business combination● NeutralMajor
The APA merger closed on April 1, 2024. Each Callon share converted into 1.0425 APA shares (cash for fractions), and Callon is now a wholly owned APA subsidiary. Its NYSE listing was withdrawn, all directors and officers left their roles, and Callon plans to file a Form 15 to stop reporting. The revolver was terminated and repaid, the 2026 notes ($320.8 million) were redeemed at 101.063% of principal, and tenders were accepted for $641.7 million of 2028 notes and $584.4 million of 2030 notes. This ends the APA merger thread and shareholders' Callon stock.
15 Mar 2024business combination● Neutral
Callon disclosed that it has received thirteen shareholder demand letters (APA two) and that five lawsuits have been filed over the APA merger, alleging the proxy statement is missing information. Callon calls the claims without merit but added extra disclosures to the proxy, including a $13.0 million fee to adviser RBCCM ($2.5 million already paid) and details of the sale process, such as a rival bidder called Company D and APA's December 26, 2023 offer of 1.020 APA shares per Callon share. This resolves the open question on merger litigation: there are now suits, with no outcome or loss estimate given. Votes remain set for March 27, 2024.
23 Feb 2024business combination▲ GoodMajor
Callon said the US antitrust (HSR) waiting period for the APA merger expired on February 22, 2024, clearing that closing condition. Assuming both shareholder votes pass, Callon expects the merger to close on or about April 1, 2024. The Form S-4 was declared effective February 15, 2024, and the proxy materials were mailed from about February 16.
16 Feb 2024business combination● NeutralMajor
Callon filed its final joint proxy statement with APA for the merger, setting both shareholder votes for March 27, 2024; both boards unanimously recommend voting yes. The 1.0425-for-1 exchange was worth about $38.31 per Callon share on Jan 3, 2024 and about $32.58 on Feb 15, 2024, because the ratio is fixed and APA's price moves. Callon holders would own about 19% of APA after the deal.
4 Jan 2024business combination● NeutralMajor
Callon agreed to merge with APA Corporation: each Callon share would convert into 1.0425 APA shares, with Callon surviving as an APA subsidiary. It needs approval from both companies' shareholders, antitrust (HSR) clearance and other conditions, with an outside date of October 3, 2024 (extendable). Break fees are $85 million payable by Callon or $170 million payable by APA in specified circumstances.
2 Aug 2023material agreement termination▲ Good
On August 2, 2023, Callon paid off all $187.2 million of its 8.250% Senior Notes due 2025 at par plus accrued interest and discharged the indenture, releasing Callon and the guarantors from the remaining obligations. This completes the redemption announced in July after the Eagle Ford sale.
7 July 2023asset acquisition disposition▲ GoodMajor
Both deals closed on July 3, 2023: Callon bought Percussion for about $248.6 million cash (including repaying about $220.0 million of its debt) plus about $210.0 million in Callon shares, and sold Eagle Ford to Ridgemar for about $551.0 million cash (below the $655.0 million headline price; the filing says purchase prices are subject to adjustments, and does not explain the gap). The press release says debt fell by about $300 million, gross debt is now under $2.0 billion, and the $300 million buyback is now effective, with first purchases planned for Q3 2023. Callon also gave notice to redeem all $187.2 million of its 8.250% notes due 2025 on August 2, 2023.
8 May 2023capital raising announcement▲ GoodMajor
Callon agreed to buy Percussion Petroleum Operating II for $255.0 million ($45.0 million cash, $210.0 million in Callon shares), plus assuming $220.0 million of its debt and earnout obligations of up to $62.5 million tied to oil prices. At the same time it agreed to sell its Eagle Ford subsidiary (the Carrizo-derived Eagle Ford assets, a sale first expected in 2021 but not confirmed) to Ridgemar for $655.0 million cash, with up to $45.0 million more if 2024 WTI averages at least $80. The Percussion deal depends on the Eagle Ford sale closing; both are expected to close July 3, 2023. The board also approved a $300.0 million buyback, effective only once both deals close.
24 Oct 2022debt financing▲ GoodMajor
Callon amended and restated its senior secured revolving credit facility with JPMorgan Chase as agent, extending maturity to October 19, 2027. It has a $2.0 billion borrowing base and a $1.5 billion elected commitment, secured by substantially all oil and gas properties, with a maximum 3.50x debt to EBITDAX covenant. The CEO called it the last transactional step of the financial repositioning plan begun two years earlier.
24 June 2022debt financing▲ GoodMajor
Callon closed the $600 million 7.50% senior unsecured notes due June 15, 2030, receiving about $588 million net, guaranteed by its subsidiaries. It deposited funds with the trustee to pay off the 2024 notes (at 101.531% of principal) and the second lien notes (with the applicable premium) and discharged both indentures. This completes the refinancing announced June 9 and resolves the open question of the second lien notes balance, which was $319.7 million per the June 9 filing.
9 June 2022debt financing▲ GoodMajor
Callon priced $600 million of 7.500% senior unsecured notes due 2030 and issued redemption notices for all $460.2 million of its 6.125% notes due 2024 and all $319.7 million of its 9.00% second lien notes due 2025. The new notes' proceeds plus revolver borrowings are to fund the redemptions, set for July 9, 2022 (settling July 11). This continues the debt refinancing and would retire the second lien notes tied to the earlier Kimmeridge deals.
7 June 2022production update▲ GoodMajor
Callon raised its 2022 operational capital budget to $790-$810 million from $725 million, citing service cost inflation of about 20% on key drilling and completion items versus 2021. It kept production guidance at 101-105 MBoe/d, raised its adjusted free cash flow outlook to over $900 million, and expects a credit facility balance of about $550 million at June 30, 2022. It also signed firm gas transportation for about 75,000 MMBtu/d to the Gulf Coast starting mid-2023.
8 Nov 2021capital raising announcement● NeutralMajor
On November 5, 2021 Callon closed the exchange with Kimmeridge: $197.0 million of 9.00% second lien notes were cancelled in return for 5,512,623 new common shares. Callon also agreed to register those shares for public resale within ten business days. This completes the exchange agreed on August 3, 2021, replacing that debt with equity, so existing holders now share the company with more shares outstanding.
5 Oct 2021asset acquisition disposition▲ GoodMajor
Callon completed the Primexx and BPP acquisitions (called the Peak Acquisition) on October 1, 2021. It paid about $362.2 million cash and 6.42 million shares for Primexx assets, and $91.5 million cash and 2.42 million shares for BPP assets, subject to adjustments. The press release also announces a deal to sell non-core Eagle Ford acreage (about 22,000 net acres) for roughly $100 million, expected to close in November 2021, and raised production guidance. Final cash and share amounts came in different from the August terms: Primexx cash rose and shares fell, while BPP cash fell and shares rose.
5 Aug 2021capital raising announcement▲ GoodMajor
On August 3, 2021 Callon agreed to buy Delaware Basin oil and gas properties, undeveloped acreage and infrastructure from Primexx ($337.3 million cash plus 7.04 million shares) and BPP ($102.7 million cash plus 2.15 million shares), with an effective date of July 1, 2021. Both deals were expected to close October 1, 2021, each conditional on the other, with deposits of $46.1 million and $14.0 million. The press release says the Primexx assets are about 35,000 net acres in Reeves County producing roughly 18,000 Boe/d in Q2 2021. Callon had 46,290,613 shares outstanding at that date, so the share consideration is a meaningful addition.
5 Aug 2021capital raising announcement● NeutralMajor
On August 3, 2021 Callon agreed with Kimmeridge (Chambers Investments) to swap $197.0 million of its 9.00% second lien notes for about $223.1 million of new common stock. Closing depends on the Primexx and BPP Delaware Basin acquisitions closing, a stockholder vote, NYSE listing approval and antitrust clearance. This continues the Kimmeridge relationship that began with the 2020 second lien notes and would cut debt but add new shares for existing holders (dilution is an inference).
7 July 2021debt financing▲ GoodMajor
Callon closed its $650 million offering of 8.00% senior unsecured notes due 2028 on July 6, 2021, with net proceeds of about $639 million. It will use the money to redeem all of the 6.25% notes due 2023 (on July 21, 2021) and put the rest toward partly repaying the revolving credit facility without cancelling it. The 2023 notes' indenture has been discharged, so this completes the refinancing announced on June 21.
22 June 2021debt financing▲ GoodMajor
On June 21, 2021 Callon agreed to sell $650 million of 8.00% senior unsecured notes due 2028 and issued a notice to redeem all $542.7 million of its 6.25% notes due 2023 on July 21, 2021. It plans to fund the redemption from the offering proceeds and cash on hand. This retires the 2023 notes inherited from Carrizo (part of which had been exchanged in the November 2020 swap) and pushes out that maturity.
3 Nov 2020capital raising announcement● NeutralMajor
On November 2, 2020 Callon agreed to swap $286.0 million of its unsecured notes (2023, 2024, 2025 and 2026 series, including notes inherited from Carrizo) for $158.5 million of new 9.00% second lien notes due 2025, plus about 1.16 million warrants at $5.59646634. Holders could add up to $104.0 million more notes, lifting warrants to about 1.76 million. This continues the September Kimmeridge financing and cuts face-value debt, but the new notes rank ahead of the unsecured notes (inference).
1 Oct 2020capital raising announcement● NeutralMajor
On September 30, 2020, Callon sold $300 million of 9.00% second lien notes due 2025, plus warrants over 7,271,741 shares at $5.59646634 (up to 15% of fully diluted common stock), to a Kimmeridge Energy vehicle for $294 million. It also sold a 2.0% overriding royalty interest on its operated leases to a Kimmeridge affiliate for $140 million, and amended its revolving credit agreement (details truncated). Proceeds are meant to refinance debt and pay fees, and the royalty proceeds are meant to pay down the revolver. Warrants and the royalty sale mean existing shareholders could be diluted and give up some future revenue (inference).
7 Aug 2020security holder rights change● NeutralMajor
On August 7, 2020 Callon carried out a 1-for-10 reverse stock split of its common stock and cut authorised common shares to 52,500,000; fractional shares were paid out in cash. The Carrizo-era warrants' exercise price rose from $9.19 to $91.90. This follows through on the plan to cure the NYSE price-deficiency notice, though the filing does not say whether compliance was regained.
17 Apr 2020listing compliance notice▼ BadMajor
The NYSE notified Callon on April 10, 2020 that its average share price over 30 trading days was below the $1.00 minimum, giving it six months to regain compliance. Callon plans to ask shareholders at its annual meeting to approve a reverse stock split to cure this, but the filing gives no assurance it will stay listed; shares keep trading as CPE with a '.BC' marker. The filing also furnished a press release with preliminary first-quarter 2020 operating results, whose figures are not in the text.
14 Feb 2020business combination● Neutral
Callon reported the end of the one Callon-side shareholder lawsuit over the Carrizo merger (Davis v. Flury). After Callon added disclosures on November 5, 2019, the plaintiff dismissed the case with prejudice as to himself only, and Callon agreed to pay his lawyers $125,000 without admitting merit. This closes the Callon-holder part of the litigation thread; the filing says nothing about the Carrizo-holder suits.
20 Dec 2019asset acquisition disposition● NeutralMajor
On December 20, 2019, after both companies' shareholders approved at meetings that morning, Callon completed its merger with Carrizo, with Carrizo merging into Callon. This resolves the pending deal under the July 14, 2019 agreement. Callon also signed a new $5 billion credit agreement (initial borrowing base $2.5 billion, $2 billion elected commitment, about $1.3 billion drawn, maturing no later than December 20, 2024) and paid off and ended both its prior credit agreement and Carrizo's. Callon took on Carrizo's senior notes ($650 million 6.250% due 2023 and $250 million 8.250% due 2025), and Carrizo's old warrants were cancelled and replaced with Callon warrants over 4,812,500 shares at $9.19, exercisable until August 10, 2027. The excerpt is truncated, so the share count issued to Carrizo holders and other items are not shown.
14 Nov 2019business combination▲ GoodMajor
On November 13, 2019 Callon and Carrizo amended the merger agreement, cutting the exchange ratio from 2.05 to 1.75 Callon shares per Carrizo share. The termination fee Carrizo would pay falls from $47.4 million to $20.0 million, Carrizo's expense reimbursement is removed, and Callon would pay Carrizo $10.0 million if Callon holders fail to approve in cases where no fee is otherwise due. The November 14 meetings were convened and adjourned: Callon's to December 13 (then reconvened and adjourned to December 20) and Carrizo's to December 20. This revises the July 14 deal; fewer Callon shares go to Carrizo holders, so Callon holders would be diluted less than under the earlier terms (an inference; the filing does not give the new ownership split).
5 Nov 2019business combination▼ Bad
Callon and Carrizo disclosed twelve shareholder lawsuits over the merger: eleven by Carrizo holders and one by a Callon holder against Callon's directors (the Davis Action). They allege the joint proxy statement omitted material information and seek to block the merger and recover damages. Both companies say the claims are without merit, but are voluntarily adding disclosures to the proxy statement to avoid delay. This is a new legal thread attached to the pending merger.
4 Oct 2019business combination● Neutral
Callon filed Amendment No. 2 to the Carrizo merger registration statement, which now sets both companies' special shareholder meetings for November 14, 2019 in Houston. The terms are unchanged: 2.05 Callon shares per Carrizo share and about 54%/46% ownership. Callon holders will vote on the merger, the share issuance and the increase in authorised shares.
20 Sept 2019business combination● Neutral
Callon filed Amendment No. 1 to its Carrizo merger registration statement (S-4/A). It still shows the 2.05 Callon shares per Carrizo share and the roughly 54%/46% ownership split, and the meeting dates are still blank. This continues the July merger agreement; no new terms appear in the text provided.