11 May 2020director interest notice● Neutral
Callon Petroleum Co director James M Trimble exercised stock options for 24,076 shares and disposed of 24,076 shares.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 May 2020director interest notice● Neutral
Callon Petroleum Co director Michael L Finch exercised stock options for 24,076 shares and disposed of 24,076 shares.
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.
27 Feb 2020quarterly activities report▼ Bad
Callon Petroleum Co reported a quarterly net loss of $23.5 million for the period ended 2019-12-31.
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.
12 Feb 2020substantial holder notice● Neutral
The Vanguard Group reported a Callon Petroleum Co shareholding of 41,484,255 shares (10.62% of votes) in a periodic institutional filing.
4 Feb 2020substantial holder notice● Neutral
BlackRock, Inc reported a Callon Petroleum Co shareholding of 61,419,944 shares (15.50% of votes) in a periodic institutional filing.
20 Dec 2019securities registration● Neutral
Callon Petroleum Co filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
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.
18 Nov 2019substantial holder notice● Neutral
Paulson & Co. Inc reported a Callon Petroleum Co shareholding of 10,338,663 shares (4.50% of votes) in a periodic institutional filing.
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).
6 Nov 2019substantial holder notice● Neutral
Paulson & Co. Inc reported a Callon Petroleum Co shareholding of 21,593,523 shares (9.50% of votes) in a periodic institutional filing.
5 Nov 2019quarterly activities report● Neutral
Callon Petroleum Co reported a quarterly net income of $55.8 million for the period ended 2019-09-30.
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 Nov 2019quarterly activities report● Neutral
Callon Petroleum Co reported a quarterly net income of $55.8 million for the period ended 2019-09-30.
22 Oct 2019substantial holder notice● Neutral
Paulson & Co. Inc reported a Callon Petroleum Co shareholding of 21,593,523 shares (9.50% of votes) in a periodic institutional filing.
21 Oct 2019quarterly activities report● Neutral
Callon Petroleum Co reported a quarterly net income of $55.8 million for the period ended 2019-09-30.
10 Oct 2019substantial holder notice● Neutral
The Vanguard Group reported a Callon Petroleum Co shareholding of 23,950,111 shares (10.49% of votes) in a periodic institutional filing.
9 Oct 2019securities registration● Neutral
Callon Petroleum Co filed the final prospectus for a registered offering.
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.
9 Sept 2019substantial holder notice● Neutral
Paulson & Co. Inc disclosed a new substantial Callon Petroleum Co shareholding (9.50% of votes).
20 Aug 2019business combination● NeutralMajor
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.
12 Aug 2019substantial holder notice● Neutral
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP reported a Callon Petroleum Co shareholding of 2,003,782 shares (0.88% of votes) in a periodic institutional filing.
7 Aug 2019quarterly activities report● Neutral
Callon Petroleum Co reported a quarterly net income of $55.2 million for the period ended 2019-06-30.
6 Aug 2019quarterly activities report● Neutral
Callon Petroleum Co reported a quarterly net income of $55.2 million for the period ended 2019-06-30.
19 July 2019listing compliance notice● NeutralMajor
Callon Petroleum Co's exchange filed to remove a class of its securities from listing.
15 July 2019business combination● NeutralMajor
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.
13 June 2019asset acquisition disposition● NeutralMajor
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.
7 May 2019quarterly activities report▼ Bad
Callon Petroleum Co reported a quarterly net loss of $19.5 million for the period ended 2019-03-31.