Each one in plain English, with the numbers worked through for a shareholder.
8 Mar 2016auditor change● Neutral
Callon confirmed that Grant Thornton became its auditor when the 2015 Form 10-K was filed, for the year ending December 31, 2016. This completes the auditor switch first announced in January 2016; the filing says the decision followed the audit committee's annual review and proposals from several firms.
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).
Callon reached an agreement with Lone Star Value Management, the investor that had reported holdings in 2014. The board will nominate Michael Finch, Larry McVay and John Wallace for re-election to three-year terms at the 2016 annual meeting, Wallace intends to resign after two years, and Lone Star agreed to vote for the company's nominees. This settles board representation ahead of the annual meeting.
Callon's audit committee approved hiring Grant Thornton as auditor for 2016 and told Ernst & Young it will be dismissed no later than the filing of the 2015 Form 10-K. The filing says this followed an annual review and proposals from several firms, and reports no disagreements with E&Y and no adverse or qualified opinions in 2013 and 2014.
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).
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.
14 Oct 2014asset acquisition disposition● NeutralMajor
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.
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).
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.
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.
Callon declared a cash dividend of $1.25 per share on its 10.0% Series A Cumulative Preferred Stock, the preferred issued in 2013. This concerns preferred holders only and does not change common shareholders' position. The filing also notes Callon may solicit proxies for its 2014 annual meeting.
11 Dec 2013asset acquisition disposition● NeutralMajor
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.
12 Nov 2013asset acquisition disposition● NeutralMajor
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.
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.
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.
3 Jan 2013asset acquisition disposition● NeutralMajor
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.
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.