Cobas AM: Nueva Gestora de Francisco García Paramés

European Economic Area.    In relation to each Member State of the European Economic Area (the “EEA”) which has implemented the European Prospectus Directive (each, a “Relevant Member State”), an offer of our shares may not be made to the public in a Relevant Member State other than: 
 
  | ∎ |   | to any legal entity which is a qualified investor, as defined in the European Prospectus Directive; 
 
  | ∎ |   | to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the European Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by us for any such offer, or;
 
  | ∎ |   | in any other circumstances falling within Article 3(2) of the European Prospectus Directive,

provided that no such offer of our shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the European Prospectus Directive or supplement prospectus pursuant to Article 16 of the European Prospectus Directive. 

For the purposes of this description, the expression an “offer to the public” in relation to the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that Relevant Member State by any measure implementing the European Prospectus Directive in that member state, and the expression “European Prospectus Directive” means Directive 2003/71/EC (and amendments hereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

On September 12, 2019, we entered into a contribution and purchase agreement (the “Purchase Agreement”) with Will Energy Corporation (“Will Energy”) to acquire approximately 159,872 net acres located in North Louisiana (12,560 net acres) and the Western Anadarko Basin in Western Oklahoma and the Texas Panhandle (147,312 net acres) (the “Will Energy Properties”) for aggregate consideration of $23 million, consisting of $20 million in cash and $3 million in common stock (the Pending Acquisition”). The purchase price is subject to a downward adjustment of $5.25 million in cash for recent non-operated asset sales by Will Energy, together with adjustments to the common stock consideration for title and other customary adjustments. Closing of the transaction is subject to certain customary conditions and is expected to occur in the fourth quarter of 2019. The Purchase Agreement contains customary representations, warranties and covenants and also includes indemnification provisions under which the parties have agreed to indemnify each other against certain liabilities. 

The Will Energy Properties are approximately 95% held by production, and currently produce approximately 1,400 boepd with 34% of that production comprised of liquids. Approximately 75% of that production is operated. The Will Energy Properties are mature fields with existing cash flow, low decline and significant development potential from PDNP and PUD opportunities. 

We intend to use a portion of the net proceeds from this offering and the concurrent Private Placement (defined below) to fund the cash portion of the purchase price. There can be no assurance that the Pending Acquisition will close when or as expected or that we will realize the expected benefits from the Pending Acquisition. Neither the completion of this offering nor the Pending Acquisition is contingent upon the completion of the other. As a result, it is possible that this offering occurs and the Pending Acquisition does not occur. Please see “Risk Factors.”

On September 6, 2019, we received a commitment (the “Credit Commitment”) from JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A. (collectively, the “Commitment Parties”) to provide a senior secured reserve-based revolving credit facility (the “New Credit Facility”), which is expected to replace the Company’s current credit facility with Royal Bank of Canada and the other lenders party thereto, which matures October 1, 2019 (the “Existing Credit Agreement”). According to the terms set forth in the Credit Commitment, the New Credit Facility will have an aggregate maximum credit amount of $500 million, with availability under the New Credit Facility subject to an initial borrowing base of $65 million. Additionally, if the Pending Acquisition is consummated on or prior to November 30, 2019, then, subject to certain conditions, the initial borrowing base will be increased by $15 million. The New Credit Facility will have a maturity date that will be five years from the date of closing of the New Credit Facility. The New Credit Facility will be guaranteed by certain of our subsidiaries and secured by substantially all of our assets and the assets of the guarantors thereunder, including not less than 85% of the total value of our proved oil and gas properties. 

According to the terms set forth in the Credit Commitment, borrowings under the New Credit Facility will bear interest at the ABR (alternate base rate) or LIBOR, at our election, plus an applicable margin (ranging from 1.25%-2.25% per annum for ABR loans and 2.25%-3.25% per annum for LIBOR loans), dependent upon the amount outstanding. Additionally, we will be required to pay a 0.50% commitment fee on unused amounts of the borrowing base. The New Credit Facility will contain restrictive covenants which, among other things, will require a Current Ratio of greater than or equal to 1.0 and a Leverage Ratio of less than or equal to 3.50, both as defined in the Credit Commitment, and prohibit dividends on equity for the first year. The New Credit Facility will also contain events of default that may accelerate repayment of any borrowings and/or termination of the facility. Events of default will include, but are not limited to, payment defaults, breach of certain covenants, bankruptcy, insolvency or change of control events. 

We expect to enter into the New Credit Facility shortly after the closing of this offering and use borrowings thereunder, after deducting fees and expenses related to the New Credit Facility, to repay borrowings under the Existing Credit Facility and for general corporate purposes, including funding future potential acquisitions or a portion of our 2019 and 2020 capital programs. 

The Credit Commitment provides that the New Credit Facility is subject to certain conditions to closing, including (i) negotiation of customary credit documents in form and substance satisfactory to the lenders; (ii) receipt of customary legal opinions and necessary governmental and third-party approvals; (iii) payment in full of all outstanding debt under the Existing Credit Facility; (iv) the absence of litigation seeking to enjoin the financing of the New Credit Facility; (v) the Company’s entry into certain commodity hedging agreements; (vi) the Company’s receipt of cash proceeds of new equity issuances in an aggregate amount equal to at least $50 million; (vii) the satisfaction of certain financial covenants for unused commitment under the New Credit Facility; and (viii) satisfactory completion and review of due diligence and receipt of certain regulatory, financial and production documentation related thereto. We cannot guarantee that we will enter into this New Credit Facility on the expected timing or on the terms provided in the Credit Commitment or at all. This offering is not conditioned on our entrance into the New Credit Facility. As a result, it is possible this offering occurs but we do not enter into the New Credit Facility. Please see “Risk Factors.”

Due to the limited number of authorized shares of common stock currently available for issuance under the Company’s certificate of formation and in order to satisfy the condition for equity proceeds under the Credit Commitment, on September 12, 2019, we entered into a purchase agreement for the sale of shares of Series A Contingent Convertible preferred stock, $0.04 par value per share (“Preferred Stock”), to John C. Goff, a member of our board of directors, or his affiliates (the “Purchaser”), which, together, beneficially own approximately 20.0% of our outstanding shares of common stock, in a private placement, for gross proceeds of $7.5 million (the “Private Placement”). The Preferred Stock will be entitled to vote on an as-converted basis on all matters submitted to a vote of our stockholders, with voting power of the Preferred Stock not to exceed 19.9% of the shares of common stock currently outstanding. No dividends will accrue or be payable on the preferred stock until the first anniversary of issuance, after which it will be entitled to a 10% dividend. The Preferred Stock will rank equal to our common stock with respect to dividend rights and rights upon liquidation. Upon effectiveness of an amendment to our certificate of formation to increase the number of authorized shares of common stock and stockholder approval of the issuance of the common stock underlying the Preferred Stock in accordance with applicable law and stock exchange rules, each share of Preferred Stock will automatically convert into the number of shares of common stock the Purchaser would have received if the Purchaser had purchased shares of common stock in this offering for the same gross proceeds. We intend to seek such stockholder approval by written consent, and the Purchaser has agreed to deliver a written consent immediately following the closing of this offering with respect to all shares held by the Purchaser entitled to vote on the matter. We expect to receive stockholder approval following the closing of this offering. This offering is not conditioned on the consummation of the Private Placement. As a result, it is possible this offering occurs but we do not consummate the Private Placement. 

The Preferred Stock is being sold pursuant to an exemption from registration provided in Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering and will be restricted securities. The Preferred Stock will not be listed on any national securities exchange, but we will agree to file a resale registration statement for the common stock into which the Preferred Stock is convertible. The Preferred Stock is not part of this offering. This prospectus is not a solicitation with respect to the Preferred Stock or any stockholder approval.

THE OFFERING 
 
Issuer | Contango Oil & Gas Company 
 
Shares of common stock offered | 44,736,842 shares (51,447,368 shares if the underwriters’ option to purchase additional shares is exercised in full). 
 
Option to purchase additional shares | The underwriters have the option to purchase up to an additional 6,710,526 shares from us, at the public offering price, less the underwriting discount, set forth on the cover page of this prospectus supplement within 30 days from the date of this prospectus supplement. 
 
Shares of common stock outstanding following this
offering(1)(2)  | 79,153,937 shares (85,864,463 shares if the underwriters exercise their option to purchase additional shares in full). 
 
Voting shares outstanding following this offering(1)(3) | 86,030,256 shares (92,740,782 shares if the underwriters exercise their option to purchase additional shares in full). 
 
Use of proceeds | We expect the net proceeds from this offering to be approximately $40.08 million (or approximately $46.13 million if the underwriters exercise their option to purchase additional shares in full), after deducting the underwriting discount and estimated fees and expenses. We intend to use a portion of the aggregate of $47.58 million of net proceeds (or approximately $53.64 million if the underwriters exercise their option to purchase additional shares in full) from this offering and the concurrent Private Placement to fund the cash portion of the purchase price for the Pending Acquisition that is due at closing, and for related transaction expenses. Pending the application of the net proceeds in this manner, we intend to use the balance of the net proceeds from this offering to reduce borrowings under our Existing Credit Facility or invest in short-term securities. If the Pending Acquisition is not consummated, we intend to use the net proceeds from this offering for general corporate purposes, including funding future potential acquisitions or a portion of our 2019 capital program. For more information about our use of proceeds from this offering, see “Use of Proceeds.”

UNDERWRITING 

We and the underwriters for the offering named below have entered into an underwriting agreement with respect to the shares of our common stock being offered. Subject to the terms and conditions of the underwriting agreement, each underwriter has severally agreed to purchase from us the number of shares of our common stock set forth opposite its name below. Cowen and Company, LLC and Intrepid Partners, LLC are the representatives of the underwriters. 
 
 |  |  |  | 
Underwriter |   | Number of
shares |  
Cowen and Company, LLC |   |   | 22,368,421 |  
Intrepid Partners, LLC |   |   | 22,368,421 |  
 |   |   |   |  
Total |   |   | 44,736,842 |