UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 7.01 Regulation FD Disclosure.
On January 29, 2025, the Company issued a press release announcing the closing, on January 28, 2025, 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 (the “Notes Closing Press Release”). On January 29, 2025, the Company issued a press release announcing the initial results of its previously announced tender offer and consent solicitation (the “Tender Offer Press Release” and, together with the Notes Closing Press Release, the “Press Releases”), relating to any and all of its outstanding 11.750% senior second lien notes due 2026 (the “Existing Notes”). Copies of the Notes Closing Press Release and Tender Offer Press Release are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and are incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.
Neither of the Press Releases shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes have not been registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
Neither of the Press Releases shall constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offer is being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and related documents made available to holders of the Existing Notes.
The information in this Item 7.01 of this report 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.
9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press release dated January 29, 2025. | |
| 99.2 | Press release dated January 29, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 29, 2025 | W&T OFFSHORE, INC. | |
| (Registrant) | ||
| By: | /s/ George Hittner | |
| Name: | George Hittner | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
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