Callon Petroleum Co

Callon Petroleum Co deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Callon Petroleum Co's exchange filed to remove a class of its securities from listing.

listing compliance notice

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 Its NYSE listing was withdrawn, all directors and officers left their roles, and Callon plans to file a Form 15 to stop reporting.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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

asset acquisition disposition

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.

capital raising announcement

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.

debt financing

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.

debt financing

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.

debt financing

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.

production update

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.

capital raising announcement

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.

asset acquisition disposition

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.

capital raising announcement

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).

capital raising announcement

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.

debt financing

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.

debt financing

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).

capital raising announcement

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).

capital raising announcement

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.

security holder rights change

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.

listing compliance notice

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.

asset acquisition disposition

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).

business combination

Callon filed a preliminary registration statement (Form S-4) with the joint proxy statement/prospectus for the Carrizo merger, registering up to 202,916,505 Callon shares for issuance to Carrizo holders at 2.05 Callon shares per Carrizo share. The filing asks Callon holders to vote on the merger, the share issuance and the increase in authorised shares, and says that at $13.12 per Carrizo share (based on Callon's July 12, 2019 price) the offer was valued. Meeting dates are blank and the statement is not yet effective. This continues the July 14 merger agreement.

business combination

Callon Petroleum Co's exchange filed to remove a class of its securities from listing.

listing compliance notice

On July 14, 2019 Callon agreed to acquire Carrizo Oil & Gas in an all-stock merger: each Carrizo share converts into 2.05 Callon shares, and after closing Callon holders would own about 54% and Carrizo holders about 46% of the combined company. Callon shareholders face heavy dilution in share-count terms but will own the majority. Closing needs votes from both companies' shareholders, a Callon charter change to authorise more shares, antitrust clearance and other conditions, with an outside date of February 14, 2020 (extendable to April 14, 2020). Termination fees are $47.4 million payable by Carrizo and $57.0 million by Callon in specified cases; the current officers stay and the board adds three Carrizo directors.

business combination

On June 12, 2019 Callon completed the sale of non-core southern Midland Basin assets (the 'Ranger Asset Divestiture') to Sequitur Permian, LLC for $245 million net cash at closing, under an April 8, 2019 agreement. It could receive up to $60 million more depending on average West Texas Intermediate oil prices over three years. Callon also now lists a Houston address. This is a new disposal of Midland acreage built up in earlier years; the filing does not say how the cash will be used.

asset acquisition disposition

On August 31, 2018 Callon completed the Delaware Basin purchase from Cimarex announced in May, paying $538.6 million in cash after customary price adjustments (the headline price was $570 million). The properties include about 28,000 net surface acres in the Spur area, over 90% held by production and mostly next to its existing acreage. This resolves the pending Cimarex deal; a press release also updated 2018 guidance (figures not in this filing), and acquired-business financials are due by later amendment.

asset acquisition disposition

On June 7, 2018 Callon closed the $400 million 6.375% senior notes due July 1, 2026, with net proceeds of about $394 million and interest paid each January 1 and July 1 starting January 1, 2019. The notes are guaranteed by Callon Petroleum Operating Company and rank equally with the existing 6.125% notes due 2024. Proceeds go to part-fund the pending Cimarex acquisition, repay revolver debt and general purposes. Callon must register exchange notes with the SEC, aiming for effectiveness within 270 days. This completes the sale agreed on May 31.

debt financing

On May 31, 2018 Callon agreed to sell $400 million of 6.375% senior unsecured notes due 2026 to J.P. Morgan and other initial purchasers, upsized by $100 million from the $300 million first announced. Proceeds are to partly fund the Cimarex purchase and repay borrowings under the revolving credit facility, with any remainder for general purposes. This is the debt part of the Cimarex financing.

debt financing

On May 24, 2018 Callon priced a public offering of 22,000,000 new common shares at $11.80 each, about $259.6 million gross, with underwriters holding a 30-day option for 3,300,000 more shares. Proceeds are meant to partly fund the Cimarex acquisition; if it does not close, the money would go to development, a potential preferred stock redemption and general purposes. This is the equity part of the funding announced with the deal and means existing shareholders are diluted by the new shares.

material agreement

On May 23, 2018 Callon agreed to buy producing oil and gas properties and undeveloped acreage in the Delaware Basin from Cimarex Energy for $570 million in cash, effective April 1, 2018, with a $28.5 million deposit paid. The press release says it adds about 28,657 net acres to the Spur area (over 90% held by production) and about 6,831 boe/d of current production (about 73% oil, seller-provided data). Closing is expected by September 10, 2018. Callon intends to fund it with an equity offering, cash on hand and/or long-term debt. This likely identifies the 'pending Delaware acquisitions' left open earlier, and extends the Spur position bought from Ameredev in 2017 (inference on the link).

material agreement

On April 5, 2018, Callon amended its $2 billion bank revolving credit facility: maturity extended one year to May 25, 2023, borrowing base raised from $700 million to $825 million, and elected commitments raised from $500 million to $650 million. Interest margins fall by 50 to 75 basis points depending on leverage. This continues the facility's growth since the May 2017 agreement; the borrowing base had risen from $650 million to $700 million between those filings, which the text implies but does not describe. James P. Ulm II now signs as CFO.

debt financing

Callon reported fourth quarter 2017 production of about 26.5 MBoe/d (79% oil), up 18% from the prior quarter, and set a 2018 capital budget of $500-540 million, about 40% Delaware and 60% Midland. It expects 2018 production of 29.5-32.0 MBoe/d, 30-40% growth, adding a fifth rig in the first quarter and a second dedicated Delaware rig. This builds on the Delaware (Ameredev) and Midland acquisitions of 2016-17; January weather curtailed production beyond normal downtime and is built into guidance.

production update

Callon signed a new $2 billion amended credit agreement (dated May 25, 2017) for its bank revolving loan. The borrowing base rose 30% to $650 million (from $500 million) and the maturity moved out to March 25, 2022 per the 8-K (the press release says May 25, 2022). Callon elected a $500 million commitment and has no borrowings outstanding. It replaces the earlier arrangement (borrowing base $500M, commitments $385M) and gives more room to fund the Delaware Basin deals flagged in the May 2017 notes offering, though the filing does not link the two.

debt financing

Callon agreed to sell an additional $200 million of its 6.125% senior unsecured notes due 2024 at 104.125% of face value, $50 million more than first announced. Closing was expected May 24, 2017. The company says it will use the net proceeds to fund certain pending Delaware Basin acquisitions and for general corporate purposes. These add to the $400 million issued in October 2016 under the same indenture, and Callon agreed to register an exchange for the new notes, with effectiveness targeted within 270 days of issuance. The filing mentions pending Delaware Basin acquisitions beyond the closed Ameredev deal but does not identify them.

debt financing

Callon completed the Ameredev acquisition on February 13, 2017 for about $633 million in cash (subject to post-closing adjustments), up from the $615 million announced in December. The price rose after about 590 extra net acres and Ameredev's midstream assets were included. It adds about 16,700 net acres in Ward and Pecos Counties, Texas, and the press release says Callon's Permian position now totals over 56,000 net acres. The company has named this its fourth core Permian area, "Spur", and plans to add a rig there by mid-2017. This resolves the December pending-deal thread; financial statements for the acquired business are to be filed by amendment.

asset acquisition disposition

Callon priced an underwritten offering of 40,000,000 new common shares at $16.40 each (about $656 million gross), with underwriters holding a 30-day option for 6,000,000 more shares; closing was expected around December 19, 2016. Proceeds are meant to fund the pending Ameredev acquisition, with the balance for general corporate purposes. This is the equity funding announced alongside that deal, and it adds shares for existing holders (dilution). If the deal does not close, the filing says the money would go to drilling and general corporate purposes, which may include acquisitions, debt repayment and working capital.

material agreement

Callon agreed to buy oil and gas properties and undeveloped acreage in the Delaware Basin from American Resource Development (Ameredev) for $615 million in cash, with a $46 million deposit. Closing is expected by February 13, 2017; either side can terminate if it has not closed by February 28, 2017. Callon would operate over 80% of the acreage with an estimated 82% average working interest. The press release says it plans to fund the price with a concurrently announced equity offering plus cash or its revolver. This is Callon's first move into the Delaware Basin; its prior acreage was in the Midland Basin.

material agreement

Callon completed the Plymouth acquisition on October 20, 2016 for about $340 million in cash (subject to adjustments), up from the $327 million originally announced after additional sellers exercised tag-along rights. It adds about 6,904 gross (5,952 net) acres, mainly in Howard County, with an 82% average working interest, and lifts Callon's Midland Basin position to over 40,000 net acres. This resolves the September pending-deal thread; financial statements for the acquired business are to be filed by amendment.

asset acquisition disposition

Callon closed the $400 million 6.125% senior notes due October 1, 2024 on October 3, 2016, raising about $391 million net; about $310 million went to repay the second lien term loan, with the rest for general purposes including a possible drilling increase. This completes the refinancing started in September, replacing the second lien loan (LIBOR+7.50%) with unsecured notes. Callon must also offer to exchange the notes for registered ones.

debt financing

Callon priced a private placement of $400 million of 6.125% senior unsecured notes due 2024 at par, $50 million more than the $350 million announced days earlier, with closing expected October 3, 2016. Proceeds are to repay the second lien term loan and for general purposes, including a possible increase in drilling. This continues the refinancing set up by the September 9 credit facility amendment.

debt financing

On September 9, 2016 Callon amended its $500 million revolving credit facility so it can issue senior unsecured debt (if leverage is no more than 2.50x), and it must use the proceeds to fully repay the $300 million second lien term loan. The amendment also allows preferred stock to be repurchased or redeemed if liquidity is above $100 million and leverage is no more than 3.00x. On September 12 Callon announced plans for a $350 million private placement of senior unsecured notes due 2024, with proceeds to repay the second lien loan and for general purposes. The filing states a $500 million facility, whereas earlier context noted only a $250 million borrowing base from 2014.

debt financing

Callon priced an underwritten offering of 26,000,000 new common shares at $14.60 each (about $379.6 million gross), with underwriters holding a 30-day option for 3,900,000 more shares; closing was expected around September 12, 2016. The press release says the money is meant to fund the pending Plymouth acquisition; if that deal does not close, it would go to drilling and general corporate purposes. This is the equity funding that the September 6 acquisition filing said was coming, and it adds shares for existing holders (dilution).

material agreement

Callon agreed to buy more Midland Basin properties, mainly in Howard County, from Plymouth Petroleum for $327 million in cash, with a $32.7 million deposit; closing was expected on or before October 20, 2016. The press release says it plans to fund substantially all of it with a concurrent equity offering and the rest from its revolver. The filing also gives pro forma results for Big Star and states its total purchase price as $329.6 million, and reports a first operated Howard County well (Silver City A #1H) with a 30-day peak rate of 2,123 Boe/d.

material agreement

Callon completed the Big Star acquisition on May 26, 2016 for about $220 million in cash and 9,333,333 shares, of which 2,333,333 shares are held in escrow for 12 months for possible indemnification claims. It was funded by the recent equity offering, revolver borrowings and cash; Callon now has about 131.1 million shares outstanding and about 34,000 net Midland Basin acres, including the Reagan County deal that closed earlier in May. The deal resolves the April thread, and the borrowings on the revolver are a use of the credit facility.

asset acquisition disposition

Callon priced an underwritten offering of 22,000,000 common shares at $8.50 each (about $187 million gross), with a 30-day option for 3,300,000 more, led by Credit Suisse. Proceeds are to fund the pending Big Star acquisition and the Reagan County AMI deal announced the same day; this is the fourth share sale in the context, priced above the March 2016 price of $6.50, and it dilutes existing holders (inference).

material agreement

Callon agreed to buy oil and gas properties and undeveloped acreage in the Midland Basin from BSM Energy, Crux Energy and Zaniah Energy (the Big Star deal) for $220 million in cash plus 9,333,333 Callon shares, with a $16.5 million deposit. The deal was expected to close May 26, 2016, and would give Callon an estimated 81% average working interest. It also signed a separate $33 million net cash deal with TRP Midland to jointly buy about 4,745 net acres in western Reagan County (55% Callon) while selling TRP a 27.5% interest in Garrison Draw; this firms up the Reagan County acquisition previously seen only in a press release. Issuing the shares to the sellers will add to the share count (inference).

capital raising announcement

Callon priced an upsized offering of 13,265,000 common shares at $6.50 each (about $86.2 million gross), with a 30-day option for 1,985,000 more, via Credit Suisse and J.P. Morgan. Proceeds are to repay the senior secured revolver, which was used in part for recent acquisitions, with the remainder for general purposes including future Permian acquisitions. This is the third share sale since September 2014, priced below the $8.40 of November 2015, and further dilutes existing holders (inference).

material agreement

Callon priced an upsized offering of 12,000,000 common shares at $8.40 each (about $100.8 million gross), with a 30-day option for 1,800,000 more, via J.P. Morgan and Credit Suisse. Proceeds are to repay the credit facility, which the filing says was used in part to finance recent acquisitions, with any remainder for general purposes including future acquisitions. This is the second share sale of 2015 and dilutes existing holders (inference).

material agreement

Callon priced a new offering of 9,000,000 common shares at $6.55 each (about $59 million gross), with a 30-day option for 1,350,000 more, led by J.P. Morgan. It plans to use the net proceeds to repay its credit facility, with any remainder for general corporate purposes. This is another share sale after the September 2014 offering, and it dilutes existing shareholders (inference), at a price well below the $9.00 paid in 2014.

material agreement

Callon closed the Midland Basin acquisition on Oct 8, 2014 for about $205 million in cash (3,862 net surface acres in Midland, Andrews, Martin and Ector Counties), slightly below the $212.6 million first announced. It paid with the equity offering proceeds and a new $300 million second lien term loan (LIBOR with a 1% floor plus 7.50%, due Oct 8, 2021), which replaced the $125 million second lien loan, and set the revolver's borrowing base at $250 million. This resolves the pending acquisition and the committed financing, though the new term loan is larger than the $275 million originally committed.

asset acquisition disposition

Callon sold 12,500,000 new common shares at $9.00 each through underwriters led by Johnson Rice and Scotia Capital, and the underwriters exercised their option for 1,875,000 more shares on Sept 12. Net proceeds of about $122 million, plus a planned new second lien term loan, are meant to pay for the pending Permian acquisition announced Aug 29. If that deal does not close, the money goes to drilling and general corporate purposes. This issues new shares, so existing common holders are diluted (inference from the share issue).

material agreement

Callon agreed to buy undeveloped acreage and producing properties in Midland, Andrews, Martin and Ector Counties, Texas for $212.6 million cash, effective May 1, 2014, giving it operatorship and an estimated 62% working interest. Closing is expected in early October 2014 and is subject to due diligence and other conditions. Callon has a commitment from JPMorgan to raise its revolver to $500 million (initial borrowing base $250 million) and replace its second lien loan with a $275 million one to pay for it, which means more debt after the earlier Gulf of Mexico sales.

material agreement

Callon replaced its credit arrangements with a $500 million revolving credit agreement led by JPMorgan (initial borrowing base $95 million, maturing March 11, 2019) and a $125 million second lien term loan (initial commitment $100 million, maturing in 5.5 years). It also gave notice to redeem the remaining $48,480,500 of its 13.00% Senior Notes due 2016 on April 11, 2014 at 103.250% of principal, funded by the first second-lien advance. This completes the note redemption partly funded earlier by the Gulf of Mexico sale proceeds.

debt financing

Callon closed the rest of the W&T Offshore sale on December 5, 2013, bringing total net cash to $88 million. The proceeds reduced credit facility borrowings, and the rest will fund the previously announced partial redemption of the Senior Notes due 2016 and general purposes. The same filing furnished a press release on severe weather affecting Permian operations and revised 2013 guidance; the filing does not give the new numbers.

asset acquisition disposition

Callon closed the first part of the W&T Offshore sale on November 5, 2013 for an estimated $76.4 million net cash, with a further $11.5 million expected when the rest closes by November 30, 2013. The assets sold were about 46% of Callon's production for the first nine months of 2013. Proceeds paid down the revolving credit facility, with the remainder for general corporate purposes.

asset acquisition disposition

Callon agreed to sell its Medusa field interest (15% working interest), its 10% stake in Medusa Spar LLC and substantially all of its Gulf of Mexico shelf assets to W&T Offshore for $100 million cash, effective July 1, 2013. The assets carried 4.4 million barrels of oil equivalent of net proved reserves, and about $13 million of net plugging and abandonment liabilities transfer to the buyer. Closing was expected by November 30, 2013; this continues the exit from Gulf of Mexico assets begun with the Habanero sale.

material agreement

the New York Stock Exchange certified Callon Petroleum Co's securities for listing, clearing them to begin trading.

listing compliance notice

Callon amended its credit agreement (Regions Bank as agent) to raise the quarterly cap on senior unsecured debt and preferred equity charges from $4.0 million to $5.5 million. It also announced an underwritten public offering of non-convertible Series A Cumulative Preferred Stock ($50 per share liquidation preference), with proceeds meant to speed up Permian basin spending, possible acquisitions and general purposes, and to repay revolver borrowings in the meantime. The preferred shares rank ahead of common shareholders for payouts (inference from the nature of preferred stock); no offering size or price is given.

debt financing

The Habanero sale to Shell Offshore closed on December 28, 2012 for estimated net cash of $39.5 million, after adjustments and the buyer taking on related abandonment obligations. Proceeds reduced the revolving credit facility, and the facility's borrowing base was cut by $15 million to $65 million; as of January 3, 2013, about $10 million was borrowed with about $55 million of capacity.

asset acquisition disposition

Callon agreed to sell its 11.25% working interest in the Habanero deepwater field in the Gulf of Mexico to Shell Offshore Inc. for a base price of $42 million, less estimated adjustments of about $3 million plus about $0.5 million of reimbursed drilling costs. Habanero made up about 8.7% of Callon's October 2012 production, and the proceeds are planned to repay borrowings under its revolving credit facility. Closing was expected by December 28, 2012.

material agreement