WTI W and T Offshore Inc

 

 

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): January 14, 2025

 

W&T Offshore, Inc.

(Exact name of registrant as specified in its charter)

 

1-32414

(Commission File Number)

 

Texas	72-1121985
(State or Other Jurisdiction of  Incorporation)	(I.R.S. Employer Identification No.)

  

5718 Westheimer Road, Suite 700

Houston, Texas 77057

(Address of Principal Executive Offices)

 

713. 626.8525

(Registrant’s Telephone Number, Including Area Code) 

 

N/A

(Former Name or Former Address, 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 (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol		Name of each Exchange on which registered
Common Stock, par value $0.00001		WTI		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 7.01.

Regulation FD Disclosure.

 

On January 14, 2025, W&T Offshore, Inc. (the “Company”) issued a press release announcing the pricing of its previously announced offering of $350 million in aggregate principal amount of 10.750% senior second lien notes due 2029 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

 

The press release does not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes, the related guarantees, or any other securities, nor does it constitute an offer to sell, a solicitation of an offer to buy or a sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

 

The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.	Description
99.1	Press release of W&T Offshore, Inc. dated January 14, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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 hereunto duly authorized.

 

	W&T OFFSHORE, INC. (Registrant)
Dated:  January 14, 2025	By:	/s/ George Hittner
		George Hittner,
		Executive Vice President, General Counsel, & Corporate Secretary

 

 

 

Exhibit 99.1

 

 

W&T OFFSHORE PRICES $350 MILLION SENIOR SECOND LIEN NOTES OFFERING

 

HOUSTON (GLOBE NEWSWIRE) — January 14, 2025 — W&T Offshore, Inc. (NYSE: WTI) (“W&T Offshore” or the “Company”) today announced the pricing of its previously announced offering of $350 million in aggregate principal amount of 10.750% senior second lien notes due 2029 (the “Notes”) at par in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the offering of the Notes is expected to occur on January 28, 2025, subject to customary closing conditions.

 

The Company intends to use the net proceeds of the offering, along with cash on hand, to (i) purchase for cash pursuant to a tender offer, the Company's outstanding 11.750% Senior Second Lien Notes due 2026 (the “2026 Senior Second Lien Notes”) that are validly tendered pursuant to the terms thereof (the “Tender Offer”), (ii) on or after August 1, 2025, redeem in full any remaining 2026 Senior Second Lien Notes not validly tendered and accepted for purchase in the Tender Offer and, pending such redemption, satisfy and discharge the indenture governing the 2026 Senior Second Lien Notes, (iii) repay outstanding amounts under the term loan provided by Munich Re Risk Financing, Inc., as lender (the “MRE Term Loan”), and (iv) pay premiums, fees and expenses related to the offering of Notes, the Tender Offer, the redemption of any 2026 Senior Second Lien Notes, the satisfaction and discharge of the indenture governing the 2026 Senior Second Lien Notes and the repayment and termination of the MRE Term Loan. This announcement is not an offer to purchase or a solicitation of an offer to sell the 2026 Senior Second Lien Notes, and it does not constitute a notice of redemption of the 2026 Senior Second Lien Notes.

 

The Notes and the related guarantees to be offered have not been registered under the Securities Act or any other securities laws, and the Notes and the related guarantees may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The Notes and the related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in the United States under Rule 144A and to non-U.S. investors outside the United States pursuant to Regulation S.

 

This press release is being issued pursuant to Rule 135c under the Securities Act and does not constitute an offer to sell, a solicitation of an offer to buy, or a sale of the Notes, the related guarantees, or any other securities, nor does it constitute an offer to sell, a solicitation of an offer to buy or a sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

 

ABOUT W&T OFFSHORE

 

W&T Offshore, Inc. is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. As of September 30, 2024, the Company had working interests in 53 fields in federal and state waters (which include 46 fields in federal waters and 7 in state waters). The Company has under lease approximately 673,100 gross acres (515,400 net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 514,000 gross acres on the conventional shelf, approximately 153,500 gross acres in the deepwater and 5,600 gross acres in Alabama state waters. A majority of the Company’s daily production is derived from wells it operates.

 

 

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to future events, including the completion, timing and size of the proposed offering, the intended use of the proceeds, including to fund the Tender Offer, redeem in full any remaining 2026 Senior Second Lien Notes not validly tendered and accepted for purchase pursuant to the Tender Offer and satisfy and discharge the indenture governing the 2026 Senior Second Lien Notes, repay the MRE Term Loan, and pay premiums, fees and expenses related to the aforementioned, and the terms of the Notes being offered, based on what we believe are reasonable estimates and assumptions. No assurance can be given, however, that these events will occur or that our estimates will be correct. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, among other things, market conditions, oil and gas price volatility, uncertainties inherent in oil and gas production operations and estimating reserves, uncertainties of the timing and impact of bringing new wells online and repairing and restoring infrastructure hurricane damage, the ability to achieve leverage targets, unexpected future capital expenditures, competition, the success of our risk management activities, governmental regulations, uncertainties and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Form 10-Q reports found at www.sec.gov. Investors are urged to consider closely the disclosures and risk factors in these reports.

 

CONTACT:

 

Al Petrie
Investor Relations Coordinator
investorrelations@wtoffshore.com
713-297-8024

 

Sameer Parasnis
Executive Vice President and Chief Financial Officer
sparasnis@wtoffshore.com
713-513-8654

 

Source: W&T Offshore, Inc.

 

 

v3.24.4

Cover	Jan. 14, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 14, 2025
Entity File Number	1-32414
Entity Registrant Name	W&T Offshore, Inc.
Entity Central Index Key	0001288403
Entity Tax Identification Number	72-1121985
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	5718 Westheimer Road
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77057
City Area Code	713
Local Phone Number	626.8525
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001
Trading Symbol	WTI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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