UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2011
CLAYTON WILLIAMS ENERGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware | | 001-10924 | | 75-2396863 |
(State or other jurisdiction of | | (Commission File | | (I.R.S. Employer |
incorporation or organization) | | Number) | | Identification Number) |
6 Desta Drive, Suite 6500, Midland, Texas | | 79705-5510 |
(Address of principal executive offices) | | (Zip code) |
Registrant’s Telephone Number, including area code: (432) 682-6324
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))
Item 7.01 — Regulation FD Disclosure.
On April 26, 2011, we announced that we intend to offer, subject to market and other conditions, up to $50 million aggregate principal amount of our 7.75% Senior Notes due 2019 in a private placement to eligible purchasers. The notes will be part of the same class as the $300 million aggregate principal amount of 7.75% Senior Notes due 2019 we issued in March 2011. We intend to use the net proceeds from the offering to repay borrowings outstanding under our revolving credit facility. Amounts repaid under our revolving credit facility may be reborrowed, subject to the terms of the revolving credit facility, and we may use such amounts to redeem our 7¾% Senior Notes due 2013 currently outstanding and/or for general corporate purposes. A copy of the press release announcing the offering is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The notes have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws; and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| | |
99.1 | | Press release dated April 26, 2011—Clayton Williams Energy, Inc. Announces $50 Million Offering of Senior Notes |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
| CLAYTON WILLIAMS ENERGY, INC. |
| |
| | |
Dated: April 26, 2011 | By: | /s/ Mel G. Riggs |
| | Mel G. Riggs |
| | Executive Vice President and |
| | Chief Operating Officer |
| | |
| | |
Dated: April 26, 2011 | By: | /s/ Michael L. Pollard |
| | Michael L. Pollard |
| | Senior Vice President and |
| | Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
99.1 | | Press release dated April 26, 2011—Clayton Williams Energy, Inc. Announces $50 Million Offering of Senior Notes |
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