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8-K - CALLON PETROLEUM COMPANY 8-K 11-23-2009 - Callon Petroleum Co | form8k.htm |
Exhibit
99.1
For
further information contact
Rodger W.
Smith, 1-800-451-1294
FOR IMMEDIATE
RELEASE
Callon
Petroleum Company Announces Expiration and Results of Private Exchange Offer For
9.75% Senior Notes Due 2010
Natchez, MS (November 23, 2009) --
Callon Petroleum Company (NYSE: CPE), announced today the expiration and results
of its offer to exchange any and all of its outstanding 9.75% Senior Notes due
2010 (the “Senior
Notes”). The exchange offer, which was originally scheduled to
expire on November 18, 2009 but was extended to allow time to complete
qualification under the Trust Indenture Act, expired at 5:00 p.m., New York City
time, on November 23, 2009. The settlement date of the exchange offer is
expected to be November 24, 2009.
As of the
expiration date, according to the depositary for the exchange offer, the Company
received valid tenders from holders of approximately $184 million aggregate
principal amount of Senior Notes. The Senior Notes validly tendered and accepted
will be exchanged into approximately $138 million in principal amount of 13%
Senior Secured Notes due 2016 and 3,793,928 shares of common stock and 310,412
shares of convertible preferred stock.
Each
share of convertible preferred stock will be automatically convertible by the
company into ten shares of common stock following shareholder approval of, and
the filing of, an amendment to the company’s charter increasing the number of
authorized shares of common stock as necessary to accommodate such conversion.
In addition, under the rules of the New York Stock Exchange, the shareholders
must approve the issuance of the shares upon conversion of the convertible
preferred stock. The Exchange Notes will be secured by a second lien on
substantially all of the company’s oil and gas properties until such time as
certain conditions are met.
The
securities to be offered have not been, and will not be, registered under the
Securities Act of 1933, as amended (the “Securities Act”), and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws. The company has relied on Section 3(a)(9) of
the Securities Act to exempt the exchange offer from the registration
requirements of the Securities Act.
This news
release may be deemed to be solicitation material in respect of the potential
proposal to shareholders to approve the issuance of the common stock upon
conversion of the convertible preferred stock and to increase the number of
authorized shares of common stock of Callon Petroleum Company. Callon has filed
a preliminary proxy statement with the SEC and, if it determines to present such
proposal to its shareholders, the company would file with the SEC a final proxy
statement and other relevant materials. Shareholders are urged to read the proxy
statement, and any other relevant materials filed by the company, as they will
contain important information. Once the materials are filed with the SEC, they
will be available free of charge at the SEC’s website – www.sec.gov. The
company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the company’s shareholders in
favor of any such proposal. Shareholders may obtain information regarding the
direct and indirect interest of the company and its executive officers and
directors with respect to the proposal by reading the proxy statement, if and
when filed with the SEC.
Callon
Petroleum Company is engaged in the acquisition, development, exploration and
operation of oil and gas properties primarily in the Gulf Coast region.
Callon’s properties and operations are geographically concentrated in Louisiana,
Texas and the offshore waters of the Gulf of Mexico.
The
statements in this document may contain forward-looking statements that are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to risks,
trends, and uncertainties that could cause actual results to be materially
different from the forward-looking statements. These factors include, but are
not limited to, the company’s ability to raise substantial capital to repay
outstanding notes and fund operations, as well as other risk factors and
business considerations described in the company’s Securities & Exchange
Commission filings including the annual report on Form 10-K. Any forward-looking
statements in this document should be evaluated in light of these important risk
factors. The company assumes no obligation to update these forward-looking
statements.