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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 12, 2023

  

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 12, 2023, W&T Offshore, Inc. (the “Company”) issued a press release announcing the pricing of its previously announced offering of $275 million in aggregate principal amount of 11.750% senior second lien notes due 2026 (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 12, 2023.
   
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 12, 2023 By: /s/ Jonathan Curth
   

Jonathan Curth,

Executive Vice President, General Counsel, & Corporate Secretary