---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-083393"
form_type: "8-K"
ticker: null
cik: "0000928022"
company_name: "Callon Petroleum Co"
filed_at: "2024-04-01T23:59:59+00:00"
generated_at: "2026-06-04T05:07:19.773546+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# APA Corporation closes acquisition of Callon Petroleum; shareholders receive 1.0425 APA shares each

## Summary
- Merger completed April 1, 2024; each Callon share exchanged for 1.0425 APA shares.
- All $320.8M of Callon 6.375% 2026 notes redeemed at 101.063% of par; indenture satisfied.
- Tender offers closed for 2028 and 2030 notes: $641.7M and $584.4M accepted and paid.
- Callon common stock delisted from NYSE; Form 15 to be filed to suspend SEC reporting.
- All directors and officers of Callon resigned; certificate of incorporation and bylaws amended.

## SEC filing metadata
- accession: 0001193125-24-083393
- form_type: 8-K
- cik: 0000928022
- company_name: Callon Petroleum Co
- filed_at: 2024-04-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/928022/000119312524083393/0001193125-24-083393-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/928022/000119312524083393/d811601d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-083393
- JSON: https://secwatch.observer/filing/0001193125-24-083393.json
- Plain text: https://secwatch.observer/filing/0001193125-24-083393.txt

## Key facts
- Governance Changes
  Callon Petroleum Co: Certificate of incorporation amended and restated in its entirety in connection with the merger.
  - Change: charter amendment
  source text: the certificate of incorporation and bylaws of Callon as in effect immediately prior to the Effective Time were amended and restated in their entirety, as set forth in Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively.
  evidence_url: https://www.sec.gov/Archives/edgar/data/928022/000119312524083393/0001193125-24-083393-index.htm
- M&A Transactions
  Callon Petroleum Co underwent a change of control involving APA Corporation for 1.0425 shares of APA Common Stock per share of Callon Common Stock (closed 2024-04-01).
  - Action: change of control
  - Counterparty: APA Corporation
  - Consideration: 1.0425 shares of APA Common Stock per share of Callon Common Stock
  - Closing: 2024-04-01
  source text: were canceled and retired and ceased to exist, and no consideration was delivered in exchange therefor), was automatically converted into the right to receive, without interest, 1.0425 (the “Exchange Ratio”) shares of common stock, par value $0.625 per share, of APA (“APA Common Stock”). No fractional shares of APA Common Stock were issued in the Merger, and
  evidence_url: https://www.sec.gov/Archives/edgar/data/928022/000119312524083393/0001193125-24-083393-index.htm
- Material Agreements
  Callon Petroleum Co terminated Amended and Restated Credit Agreement dated as of October 19, 2022 with JPMorgan Chase Bank, N.A., as administrative agent valued at All commitments terminated and all indebtedness, liabilities and other obligations repaid in full (effective 2024-04-01).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent
  - Value: All commitments terminated and all indebtedness, liabilities and other obligations repaid in full
  - Effective: 2024-04-01
  source text: On April 1, 2024, concurrently and in connection with the Merger, Callon will have terminated all commitments, and caused to be repaid in full all indebtedness, liabilities and other obligations, under that certain Amended and Restated Credit Agreement, dated as of October 19, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Callon Credit Agreement”), among Callon, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto from time to time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/928022/000119312524083393/0001193125-24-083393-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.