10/14/2021 | Press release | Distributed by Public on 10/14/2021 14:41
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Texas
(State or other jurisdiction of
incorporation or organization) |
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1311
(Primary Standard Industrial
Classification Code Number) |
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72-1121985
(I.R.S. Employer
Identification No.) |
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Large accelerated filer
☐
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Accelerated filer
☒
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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Title of each class of securities to be registered(1)
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Amount to be
registered |
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Proposed maximum
aggregate offering price per unit |
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Proposed maximum
offering price |
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Amount of
registration fee |
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Primary Offering: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debt Securities(2)
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Guarantees of Debt Securities(3)
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Common Stock(2)(4)
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Preferred Stock(2)
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Depositary Shares(2)(5)
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Securities Warrants(2)
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Total Primary offering
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| | | | | | | | | | | | | | | | | | $ | 500,000,000 | | | | | |
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(6)
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Secondary Offering: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stock(7)
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| | | | | 48,299,141 | | | | | |
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(8)
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| | | | | $ | 192,713,573(9) | | | | | | $ | 269.22(10) | | |
Total
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| | | | | | | | | | | | | | | | | | | | | | | | | $ | 269.22(10) | | |
Exact Name of Additional Registrants(1)
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State or Other
Jurisdiction of Incorporation or Formation |
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IRS
Employer Identification Number |
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W & T Energy VI, LLC
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| | | | Delaware | | | | | | 20-4416495 | | |
W & T Energy VII, LLC
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| | | | Delaware | | | | | | 20-4416601 | | |
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Page
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About This Prospectus
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| | | | 1 | | |
Where You Can Find More Information
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Risk Factors
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| | | | 3 | | |
Cautionary Statements Regarding Forward-Looking Statements
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| | | | 4 | | |
The Company
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| | | | 6 | | |
Use of Proceeds
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| | | | 7 | | |
Description of Debt Securities
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| | | | 8 | | |
Description of Capital Stock
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| | | | 20 | | |
Description of Depository Shares
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| | | | 23 | | |
Description of Securities Warrants
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| | | | 25 | | |
Selling Shareholder
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| | | | 26 | | |
Plan of Distribution
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| | | | 27 | | |
Legal Matters
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| | | | 31 | | |
Experts
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| | | | 31 | | |
Selling Shareholder
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Shares Owned
Prior to Offering |
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Shares That
May Be Offered |
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Shares Owned
After Offering(1) |
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Tracy W. Krohn(2)
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47,787,012
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48,299,141(3)
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0
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Securities and Exchange Commission registration fee
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| | | $ | 269.22 | | |
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Fees and expenses of accountants
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| | | | * | | |
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Fees and expenses of legal counsel
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| | | | * | | |
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Printing expenses
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| | | | * | | |
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Miscellaneous
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| | | | * | | |
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Total
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| | | $ | * | | |
Exhibit
Number |
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Description
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| | 1.1** | | | | Form of Underwriting Agreement. | |
| | 3.1 | | | | Second Amended and Restated Bylaws of W&T Offshore, Inc. (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed March 22, 2019 (File No. 001-32414)) | |
| | 4.1 | | | | | |
| | 4.2 | | | | | |
| | 4.3 | | | | | |
| | 4.4 | | | | | |
| | 4.5 | | | | | |
| | 4.6 | | | | Indenture, dated as of October 18, 2018, by and among W&T Offshore, Inc., W&T Energy VI, LLC, and W&T Energy VII, LLC, as subsidiary guarantors the Guarantors and Wilmington Trust, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed on October 24, 2018 (File No. 001-32414)) | |
| | 4.7 | | | | | |
| | 4.8 | | | | Registration Rights Agreement, dated as of September 7, 2016, by and among W&T Offshore, Inc. and the initial holders named therein (Incorporated by reference to Exhibit 4.6 of the Company's Current Report on Form 8-K, filed September 13, 2016 (File No. 001-32414)) | |
| | 4.9** | | | | Form of Warrant Agreement | |
| | 4.10** | | | | Form of Warrant Certificate | |
| | 4.11** | | | | Form of Debt Securities | |
| | 4.12** | | | | Form of Depositary Agreement | |
| | 4.13** | | | | Form of Depositary Receipt | |
| | 5.1* | | | |
Opinion of Vinson & Elkins LLP as to the legality of the securities being registered
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| | 23.1* | | | |
Consent of Ernst & Young LLP
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| | 23.2* | | | |
Consent of Netherland, Sewell & Associates, Inc
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| | 23.3* | | | |
Consent of Vinson & Elkins LLP (contained in Exhibit 5.1)
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| | 24.1* | | | |
Powers of Attorney (included on signature page)
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| | 25.1*** | | | | Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture | |
| | 25.2*** | | | | Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture | |
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Signature
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Title
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Date
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/s/ Tracy W. Krohn
Tracy W. Krohn
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Chairman, Chief Executive Officer, President and Director
(Principal Executive Officer) |
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October 14, 2021
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/s/ Janet Yang
Janet Yang
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Executive Vice President and
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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October 14, 2021
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/s/ Virginia Boulet
Virginia Boulet
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Director
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October 14, 2021
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/s/ Daniel O. Conwill IV
Daniel O. Conwill IV
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Director
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October 14, 2021
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/s/ B. Frank Stanley
B. Frank Stanley
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Director
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October 14, 2021
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Signature
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Title
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Date
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/s/ Tracy W. Krohn
Tracy W. Krohn
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Chairman, Chief Executive Officer, President and Director of W&T Offshore, Inc.
(Principal Executive Officer) |
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October 14, 2021
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/s/ Janet Yang
Janet Yang
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Executive Vice President and Chief
Financial Officer of W&T Offshore, Inc. (Principal Financial Officer and Principal Accounting Officer) |
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October 14, 2021
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