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| | | | OMB APPROVAL |
| | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | | OMB Number 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response 2.50 |
| | FORM 12b-25 | | |
| | | | SEC FILE NUMBER 001-10924 |
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| | NOTIFICATION OF LATE FILING | | CUSIP NUMBER |
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| (Check one): | | ý Form 10-K | | o Form 20-F | | o Form 11-K | | o Form 10-Q | | o Form 10-D |
| | | o Form N-SAR | | o Form N-CSR | | | | | | |
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| | | For Period Ended: | December 31, 2015 |
| | | o Transition Report on Form 10-K | | | | |
| | | o Transition Report on Form 20-F | | | | |
| | | o Transition Report on Form 11-K | | | | |
| | | o Transition Report on Form 10-Q | | | | |
| | | o Transition Report on Form N-SAR | | | | |
| | | For the Transition Period Ended: | |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
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| Clayton Williams Energy, Inc. |
| Full Name of Registrant |
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| N/A |
| Former Name if Applicable |
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| Six Desta Drive, Suite 6500 |
Address of Principal Executive Office (Street and Number) |
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| Midland, Texas 79705 |
| City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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| | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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| ý | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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| | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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SEC 1344 (04-09) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Clayton Williams Energy, Inc. (the “Company”) is filing this Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to postpone the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 10-K”) beyond March 15, 2016, the prescribed due date for such filing.
On March 8, 2016, the Company entered into new financing arrangements, including a new credit agreement providing for the issuance of second lien term loans in the principal amount of $350 million, a warrant and preferred stock purchase agreement and an amendment to its existing revolving credit agreement, all as described on Form 8-K filed by the Company with the Commission on March 9, 2016. On March 15, 2016, the Company consummated the transactions contemplated by the financing arrangements. These new financing arrangements significantly affect the disclosures that the Company will make in the 2015 10-K. Accordingly, the Company was unable to file the 2015 10-K in a timely manner without unreasonable effort and expense. The Company is working diligently to finalize the 2015 10-K, and expects to file the 2015 10-K on or before the fifteenth calendar day following its prescribed due date.
PART IV - OTHER INFORMATION
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| (1) | | Name and telephone number of person to contact in regard to this notification |
| | | Michael L. Pollard | | 432 | | 688-6324 |
| | | (Name) | | (Area Code) | | (Telephone Number) |
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| (2) | | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ý Yes o No |
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| (3) | | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? o Yes ý No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Clayton Williams Energy, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date | March 15, 2016 | | By | /s/ Michael L. Pollard |
| | | | | Michael L. Pollard |
| | | | | Senior Vice President and Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
