CALLON PETROLEUM CO : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K) - bdsthanhhoavn.com

CALLON PETROLEUM CO : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On June 9, 2022, Callon Petroleum Company (the "Company") entered into a
Purchase Agreement (the "Purchase Agreement") by and among the Company, Callon
Petroleum Operating Company, Callon (Permian) LLC, Callon (Eagle Ford) LLC,
Callon (Permian) Minerals LLC, Callon (Niobrara) LLC, Callon (Utica) LLC and
Callon Marcellus Holding Inc. as subsidiary guarantors (the "Guarantors") and
Wells Fargo Securities, LLC, as representative of the several initial purchasers
(the "Initial Purchasers"), pursuant to which the Company agreed to issue and
sell to the Initial Purchasers $600 million aggregate principal amount of the
Company's 7.500% senior unsecured notes due 2030 (the "Notes").

On June 9, 2022, the Company delivered a redemption notice with respect to all
$460.2 million of its outstanding 6.125% Senior Notes due 2024 (the "2024
Notes") and all $319.7 million of its outstanding 9.00% Second Lien Senior
Secured Notes due 2025 (the "Second Lien Notes"). The Company intends to use the
net proceeds from the offering, along with borrowings under the senior secured
revolving credit facility, to redeem all of the 2024 Notes and all of the Second
Lien Notes. The 2024 Notes and the Second Lien Notes will be redeemable on July
9, 2022, which redemptions will settle on Monday, July 11, 2022.

The Notes will be issued and sold to the Initial Purchasers pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to Section 4(a)(2) thereunder. The
Initial Purchasers intend to resell the Notes (i) inside the United States to
persons reasonably believed to be "qualified institutional buyers," as defined
in Rule 144A under the Securities Act ("Rule 144A") in private sales exempt from
registration under the Securities Act in accordance with Rule 144A, and (ii) to
other eligible purchasers pursuant to offers and sales that occur outside the
United States within the meaning of Regulation S under the Securities Act
("Regulation S") in accordance with Regulation S. The Notes have not been
registered under the Securities Act or applicable state securities laws 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 laws.

The Purchase Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions under which the Company
and the Guarantors, on the one hand, and the Initial Purchasers, on the other,
have agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act.

The foregoing description of the Purchase Agreement is qualified by reference to
the complete document, which is filed as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference.

Certain of the Initial Purchasers and their affiliates have, from time to time,
performed, and may in the future perform, various commercial and investment
banking and financial advisory services for the Company and its affiliates, for
which they received or may in the future receive customary fees and expenses. In
particular, affiliates of certain of the Initial Purchasers act as lenders
and/or agents under the Company's senior secured revolving credit facility and
will therefore receive a portion of the proceeds from the sale of the Notes.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03 of this Current Report on Form
8-K.

Item 8.01. Other Information

On June 9, 2022, the Company also issued a press release announcing the pricing
of its private offering of the Notes. The Company is filing a copy of the press
release as Exhibit 99.1 hereto, which is incorporated by reference into this
Item 8.01.

The press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state in
which the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number                Title of Document

         10.1                   Purchase Agreement, dated as of June     9    , 2022, among Callon
                              Petroleum Company, the Guarantors and Wells Fargo Securities, LLC, as
                              representative of the several initial purchasers.
         99.1                   Press release dated June     9    , 2022
          104                 Cover Page Interactive Data File - the cover page XBRL tags are embedded
                              within the Inline XBRL document



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