The terms and conditions of the Offers and the Consent Solicitations (as defined below) are set forth in the Offer to Purchase and Consent Solicitation Statement, dated as of
The Offers and the Consent Solicitations expired at
As previously announced, the Offers are contingent upon, among other things, the closing of the merger (the 'Merger') contemplated by that certain Agreement and Plan of Merger, dated
Subject to the satisfaction or waiver of the conditions to the Offers, including satisfaction of the Merger Condition, the Company expects to accept for purchase on
In connection with the Offers, the Company also solicited (the 'Consent Solicitations') consents ('Consents') from the holders of the Notes for certain proposed amendments (the 'Proposed Amendments') that would, among other things, eliminate substantially all restrictive covenants and certain of the default provisions contained in each of the indentures governing the Notes. All tenders of Notes under the procedures described in the Statement constituted the consent of the holder thereof to the Proposed Amendments. Because Consents of the holders of at least a majority of the aggregate principal amount of each series of the Notes were received as of the Consent Fee Deadline, the Company and
The Offer and Consent Solicitation for each of the 2028 Notes and 2030 Notes was made independently of the Offer and Consent Solicitation for the other series of Notes, and the Company reserves the right, subject to applicable law, to terminate, withdraw, amend or extend the Offer and Consent Solicitation for any series of Notes without also terminating, withdrawing, amending or extending the Offer and Consent Solicitation for any other series of Notes.
Available Documents and Other Details
None of the Company, the Dealer Managers and Solicitation Agents, the Co-Dealer Managers and Solicitation Agents, the Tender Agent and Information Agent, the trustee under the indentures governing the Notes or any of their respective affiliates made any recommendation as to whether holders of the Notes should tender any Notes in response to the Offers and the Consent Solicitations.
About
No Offer or Solicitation in Connection with Merger
Communications in this press release are for informational purposes only and are not intended to and do not constitute an offer to sell or a solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, in each case with respect to the Merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the 'Securities Act').
Additional Information and Where to Find It
In connection with the Merger, APA has filed with the
Investors and security holders will be able to obtain free copies of the Registration Statement and definitive Joint Proxy Statement/Prospectus, as each may be amended or supplemented from time to time, and all other relevant documents that are filed or will be filed with the
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this press release concerning the Merger, including any statements regarding the expected timetable for completing the Merger, the results, effects, benefits and synergies of the Merger, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding Callon's or APA's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are 'forward-looking' statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words 'anticipate,' 'believe,' 'ensure,' 'expect,' 'if,' 'intend,' 'estimate,' 'probable,' 'project,' 'forecasts,' 'predict,' 'outlook,' 'aim,' 'will,' 'could,' 'should,' 'would,' 'potential,' 'may,' 'might,' 'anticipate,' 'likely,' 'plan,' 'positioned,' 'strategy,' and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that a condition to closing of the Merger may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the Merger might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; the diversion of management time on Merger-related issues; the ultimate timing, outcome and results of integrating the operations of Callon and APA; the effects of the business combination of Callon and APA, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the effects of commodity price changes and the risks of oil and gas activities. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in Callon's Annual Report on Form 10-K for the year ended
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Callon nor APA assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Contact:
Tel: (281) 589-5200
Email: IR@callon.com
Web: www.callon.com
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