|
Texas
(State or other jurisdiction of
incorporation or organization) |
| |
1311
(Primary Standard Industrial
Classification Code Number) |
| |
72-1121985
(I.R.S. Employer
Identification No.) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☒
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☐
|
|
| | ||||||||||||||||||||||||||||
Title of each class of securities to be registered(1)
|
| | |
Amount to be
registered |
| | |
Proposed maximum
aggregate offering price per unit |
| | |
Proposed maximum
offering price |
| | |
Amount of
registration fee |
| ||||||||||||
Primary Offering: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debt Securities(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Guarantees of Debt Securities(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stock(2)(4)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred Stock(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depositary Shares(2)(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities Warrants(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Primary offering
|
| | | | | | | | | | | | | | | | | | $ | 500,000,000 | | | | | |
|
(6)
|
| |
Secondary Offering: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stock(7)
|
| | | | | 48,299,141 | | | | | |
|
(8)
|
| | | | | $ | 192,713,573(9) | | | | | | $ | 269.22(10) | | |
Total
|
| | | | | | | | | | | | | | | | | | | | | | | | | $ | 269.22(10) | | |
Exact Name of Additional Registrants(1)
|
| |
State or Other
Jurisdiction of Incorporation or Formation |
| |
IRS
Employer Identification Number |
| ||||||
W & T Energy VI, LLC
|
| | | | Delaware | | | | | | 20-4416495 | | |
W & T Energy VII, LLC
|
| | | | Delaware | | | | | | 20-4416601 | | |
| | |
Page
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| | | | 25 | | | |
| | | | 26 | | | |
| | | | 27 | | | |
| | | | 31 | | | |
| | | | 31 | | |
Selling Shareholder
|
| |
Shares Owned
Prior to Offering |
| |
Shares That
May Be Offered |
| |
Shares Owned
After Offering(1) |
|
Tracy W. Krohn(2)
|
| |
47,787,012
|
| |
48,299,141(3)
|
| |
0
|
|
|
Securities and Exchange Commission registration fee
|
| | | $ | 269.22 | | |
|
Fees and expenses of accountants
|
| | | | * | | |
|
Fees and expenses of legal counsel
|
| | | | * | | |
|
Printing expenses
|
| | | | * | | |
|
Miscellaneous
|
| | | | * | | |
|
Total
|
| | | $ | * | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Tracy W. Krohn
Tracy W. Krohn
|
| |
Chairman, Chief Executive Officer, President and Director
(Principal Executive Officer) |
| |
October 14, 2021
|
|
|
/s/ Janet Yang
Janet Yang
|
| |
Executive Vice President and
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| |
October 14, 2021
|
|
|
/s/ Virginia Boulet
Virginia Boulet
|
| |
Director
|
| |
October 14, 2021
|
|
|
/s/ Daniel O. Conwill IV
Daniel O. Conwill IV
|
| |
Director
|
| |
October 14, 2021
|
|
|
/s/ B. Frank Stanley
B. Frank Stanley
|
| |
Director
|
| |
October 14, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Tracy W. Krohn
Tracy W. Krohn
|
| |
Chairman, Chief Executive Officer, President and Director of W&T Offshore, Inc.
(Principal Executive Officer) |
| |
October 14, 2021
|
|
|
/s/ Janet Yang
Janet Yang
|
| |
Executive Vice President and Chief
Financial Officer of W&T Offshore, Inc. (Principal Financial Officer and Principal Accounting Officer) |
| |
October 14, 2021
|
|
Exhibit 5.1
October 14, 2021
W&T Offshore, Inc.
5718 Westheimer Rd, Suite 700
Houston, Texas 77057
Ladies and Gentlemen:
We have acted as counsel for W&T Offshore, Inc., a Texas corporation (the “Company”), and certain of its subsidiaries with respect to the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) filed on or about the date hereof with the Securities and Exchange Commission (the “Commission”) in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”) of the offer and sale (a) by the Company from time to time, pursuant to Rule 415 under the Securities Act, of (i) debt securities, which may be either senior or subordinated and may be issued in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”) and which may be fully and unconditionally guaranteed (the “Guarantees”) by the Company’s subsidiaries listed as co-registrants in the Registration Statement (the “Subsidiary Guarantors”); (ii) shares of preferred stock, par value $0.00001 per share, of the Company, in one or more series (the “Preferred Stock”), which may be issued in the form of depositary shares evidenced by depositary receipts (the “Depositary Shares”); (iii) shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”); (iv) warrants for the purchase of Common Stock (the “Warrants” and, together with the Debt Securities, the Guarantees, the Preferred Stock, the Depositary Shares and the Common Stock, the “Securities”); and (b) by the selling shareholder, up to 48,299,141 shares of Common Stock (the “Resale Common Stock”) including up to 512,129 shares of such Resale Common Stock that is issuable to the selling shareholder solely upon satisfaction of time-based vesting requirements in accordance with the terms of grants of certain outstanding restricted stock units held by the selling shareholder described in the Registration Statement (the “Vesting Common Stock”).
We have also participated in the preparation of the Prospectus (the “Prospectus”) contained in the Registration Statement to which this opinion is an exhibit.
In connection with the opinions expressed
herein, we have examined, among other things, (i) the Amended and Restated Articles of Incorporation, as further amended, and
the Second Amended and Restated Bylaws of the Company (ii) the Registration Statement, (iii) the Prospectus,
(iv) the form of Senior Indenture (the “Senior Indenture”) filed as an exhibit to the Registration
Statement, (v) the form of Subordinated Indenture (the “Subordinated Indenture,” and together with
the Senior Indenture, the “Indentures”) filed as an exhibit to the Registration Statement and (vi) the
records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement. We have
also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinions
expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other
documents and writings, we have relied upon certificates and other communications of corporate officers of the Company, without
further investigation as to the facts set forth therein.
In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) the Registration Statement and any subsequent amendments (including additional post-effective amendments), will have become effective and comply with all applicable laws; (v) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and the applicable prospectus supplement; (vi) the applicable Indenture and, if applicable, the related Guarantees will have been duly qualified under the Trust Indenture Act of 1939, as amended; (vii) one or more prospectus supplements to the prospectus contained in the Registration Statement will have been prepared and filed with the Commission describing the Securities offered thereby; (viii) the Indentures, and any supplemental indenture relating to a particular series of Debt Securities, will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (ix) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (x) any securities issuable upon conversion, exchange or exercise of any Debt Securities or Depositary Shares being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise; and (xi) the Resale Common Stock will be sold in the manner set forth in the Registration Statement.
Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
1. | When |
2
2. | With respect to shares of Common Stock, when both (A) the Board
has taken all necessary corporate action to approve the issuance of and the terms of the offering of the shares of Common Stock and related
matters and (B) certificates representing the shares of Common Stock have been duly executed, countersigned, registered, and delivered
either (i) in accordance with the applicable definitive purchase, underwriting, or similar agreement approved by the Board or such
officers upon payment of the consideration therefor (not less than the par value of the Common Stock) provided for therein or |
3. | With respect to shares of any series of Preferred Stock, when |
4. | With respect to the Depositary Shares, when |
3
5. | With respect to the Warrants, when (A) the Board has taken all necessary
corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof, and related
matters, (B) the agreements relating to the Warrants have been duly authorized and validly executed and delivered by the Company
and the warrant agent appointed by the Company, and |
6. | The Resale Common Stock (other than the Vesting Common Stock) proposed to be sold by the selling shareholder is legally issued, fully paid and nonassessable. If and when the time-based vesting events applicable to the outstanding restricted stock units held by the selling shareholder occur in accordance with the terms of their grant and automatically convert to Vesting Common Stock, such Vesting Common Stock will be validly issued, fully paid and non-assessable shares of Common Stock. |
We express no opinions concerning (a) the
validity or enforceability of any provisions contained in the Indentures that purport to waive or not give effect to rights to notices,
defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law or (b) the
enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence
or any violation of federal or state securities or blue sky laws.
The foregoing opinions are limited to the laws of the States of Texas and New York, the Delaware Limited Liability Company Act (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom. Our opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.
4
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
Very truly yours, | |
/s/ Vinson & Elkins L.L.P. |
5
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of W&T Offshore, Inc. for the registration of 48,299,141 shares of its common stock and the registration of debt securities, guarantees of debt securities, common stock, preferred stock, depository shares and securities warrants and to the incorporation by reference therein of our reports dated March 4, 2021, with respect to the consolidated financial statements of W&T Offshore, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of W&T Offshore, Inc. and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
October 14, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent consultants, Netherland, Sewell & Associates, Inc. hereby consents to the incorporation by reference in the Form S-3 of W&T Offshore, Inc. to be filed on or about October 14, 2021, and as referenced in the Annual Report on Form 10-K of W&T Offshore, Inc. filed on March 4, 2021, of information from our reserves report with respect to the reserves of W&T Offshore, Inc. dated February 11, 2021, and entitled "Estimates of Reserves and Future Revenue to the W&T Offshore, Inc. Interest in Certain Oil and Gas Properties Located in State Waters Offshore Alabama, Louisiana, and Texas, and in the Gulf of Mexico as of December 31, 2020", and to the use of our reports on reserves and the incorporation of the reports on reserves for the years ended 2016, 2017, 2018, and 2019.
NETHERLAND, SEWELL & ASSOCIATES, INC. | ||
By: | /s/ C.H. (SCOTT) REES III, P.E. | |
C.H. (Scott) Rees III, P.E. | ||
Chairman and Chief Executive Officer |
Dallas, Texas
October 14, 2021