0001013594-19-000694.txt : 20191106 0001013594-19-000694.hdr.sgml : 20191106 20191106163030 ACCESSION NUMBER: 0001013594-19-000694 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20191106 DATE AS OF CHANGE: 20191106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Callon Petroleum Co CENTRAL INDEX KEY: 0000928022 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 640844345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50286 FILM NUMBER: 191196755 BUSINESS ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY S STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 2815895200 MAIL ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY S STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: CALLON PETROLEUM CO DATE OF NAME CHANGE: 19941004 FORMER COMPANY: FORMER CONFORMED NAME: CALLON PETROLEUM HOLDING CO DATE OF NAME CHANGE: 19940805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON & CO. INC. CENTRAL INDEX KEY: 0001035674 IRS NUMBER: 133796759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1133 AVENUE OF THE AMERICAS STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-956-2221 MAIL ADDRESS: STREET 1: 1133 AVENUE OF THE AMERICAS STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: PAULSON & CO INC DATE OF NAME CHANGE: 19970313 SC 13D/A 1 callon13da2-110619.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
Callon Petroleum Company
(Name of Issuer)
Ordinary stock, par value $0.01
(Title of Class of Securities)
13123X102
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel. (212) 986-6000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 6, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [   ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson & Co. Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
21,593,523 (1)
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
21,593,523 (1)
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
21,593,523 (1)
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
9.5%
   
14.
TYPE OF REPORTING PERSON
   
 
IA,

(1) See Note 1 to Item 5 below.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. 
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following:
On November 6, 2019, Paulson issued a press release announcing that Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have both recommended that shareholders of the Issuer vote against the Proposed Transaction and that Paulson has voted against the Proposed Transaction (the “November Press Release”). The foregoing is qualified in its entirety by reference to the November Press Release, the body of which is incorporated herein and attached hereto as Exhibit 99.5.
Item 7.
Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following:

 Ex. 99.5
Press Release, dated as of November 6, 2019, issued by Paulson & Co. Inc.



SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:  November 6, 2019
 
PAULSON & CO. INC.
     
 
By:
/s/ Michael D. Waldorf
   
Name:
Michael D. Waldorf
   
Title:
Authorized Signatory

EX-99.5 2 callonex995-110619.htm PRESS RELEASE DATED NOVEMBER 6, 2019

Paulson & Co. Votes Against Proposed Callon Acquisition of Carrizo
- Paulson Welcomes ISS’ and Glass Lewis’ Rejection of Carrizo Deal –
- Callon Third Quarter Results Demonstrate Strength of Stand-Alone Permian Focus -
NEW YORK, November 6, 2019 /PRNewswire/ -- Paulson & Co. Inc. ("Paulson"), as manager of funds holding 21.6 million shares, or 9.5% of those outstanding, of Callon Petroleum Company ("Callon" or the "Company") (NYSE: CPE), today voted its Callon shares against the proposed acquisition of Carrizo Oil & Gas Inc. (“Carrizo”) (NASDAQ: CRZO).
Paulson notes that Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) both recommend that Callon shareholders vote against the Company’s proposed acquisition of Carrizo.  Both proxy advisors provide valuable, independent perspectives to constituencies concerning proxy matters.
Callon shareholders and analysts have expressed a strong interest in our views and have communicated that they share many of our concerns.  The Callon Board, which has to date been unresponsive to any of our communications, should listen to its shareholders.
If, on November 14th, Callon shareholders reject the approval of the proposed acquisition, Paulson requests that the Callon Board should follow the will of its shareholders and direct management to focus on:

 •
Reducing G&A costs, which have risen by over $12 million for the first nine months of 2019 versus 2018;

•
Focusing its SIMOPS mega-pad development on its extensive stand-alone acreage;

•
Delivering on generating true corporate-level free cash flow organically starting in the fourth quarter of this year assuming $50/bbl, as previously guided (page 14 of its February 26, 2019 presentation); and

•
Engaging new, independent advisors to pursue a sale of Callon.
As ISS states, a standalone Callon would be less risky and, combined with a reduction in its own operating costs, a shorter path to shareholder value than an overpriced acquisition.  As Glass Lewis concludes, investors could be pleasantly surprised once the Company begins to generate positive free cash flow on a standalone basis, or if the board actively solicited interest from would-be suitors, which the board didn’t do before signing the merger agreement with Carrizo.

About Paulson & Co. Inc.
Paulson, founded in 1994, is an investment management firm headquartered in New York.
Contact Details
Marcelo Kim
Paulson & Co. Inc.
212-599-6628
Cautionary Statement
Paulson & Co. Inc. ("Paulson") is not soliciting proxies in connection with any matter brought before shareholders of the companies identified in this letter or press release.
Clients, funds and accounts managed by Paulson (the "Paulson Clients") may from time to time beneficially own, and/or have an economic interest in, shares of the companies discussed in this letter and as a result, the Paulson Clients have an economic interest in the forward-looking statements, estimates and projections discussed above and their impact on the companies discussed in this letter. The Paulson Clients are in the business of trading – buying and selling – securities, and may trade in the securities of the companies discussed in this letter. You should also assume that the Paulson Clients may from time to time sell all or a portion of their holdings of one or more of the companies in open market transactions or otherwise (including via short sales), buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to some or all of such shares, regardless of the views expressed in this letter.
The views contained in this letter and press release represent the opinions of Paulson as of the date hereof. Paulson reserves the right to change any of its opinions expressed herein at any time, but is under no obligation to update the data, information or opinions contained herein. Under no circumstances is this letter or press release intended to be, nor should it be construed as advice or a recommendation to enter into or conclude any transaction or buy or sell any security (whether on the terms shown herein or otherwise). This letter should not be construed as legal, tax, investment, financial or other advice. Additionally, this letter should not be construed as an offer to buy any investment in any fund or account managed by Paulson.