CWEI / Williams (CLAYTON) Energy, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Williams (CLAYTON) Energy, Inc.
US ˙ NYSE
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 880115
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Williams (CLAYTON) Energy, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
May 8, 2017 15-12B

Williams (CLAYTON) Energy FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-10924 Clayton Williams Energy, Inc. 401(k) Plan & Trust (Exact name of r

May 8, 2017 15-12B

Williams (CLAYTON) Energy FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-10924 NBL Permian LLC (Exact name of registrant as specified in its char

April 26, 2017 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-29

April 25, 2017 8-K

Submission of Matters to a Vote of Security Holders

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): April 24, 2017 NBL PERMIAN LLC (Exact name of Registrant as specified in its charter) Delaware 001-10924 81-4972144 (State or other jurisdiction of incorporation or organization) Commission File Nu

April 25, 2017 EX-3.2

LIMITED LIABILITY COMPANY AGREEMENT NBL PERMIAN LLC a Delaware Limited Liability Company January 13, 2017 LIMITED LIABILITY COMPANY AGREEMENT NBL PERMIAN LLC a Delaware Limited Liability Company

EX-3.2 3 s001662x4ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 LIMITED LIABILITY COMPANY AGREEMENT OF NBL PERMIAN LLC a Delaware Limited Liability Company January 13, 2017 LIMITED LIABILITY COMPANY AGREEMENT OF NBL PERMIAN LLC a Delaware Limited Liability Company This Limited Liability Company Agreement (this “Agreement”) of NBL Permian LLC, a Delaware limited liability company (the “Company”), dated effecti

April 25, 2017 EX-3.1

The First State

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF ?NBL PERMIAN LLC?, FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF JANUARY, A.D. 2017, AT 8:37 O`CLOCK A.M. CERTIFICATE OF FORMATION OF NBL PERMIAN LLC 1. The name of the limited liability company is NBL

April 25, 2017 8-K

Williams (CLAYTON) Energy FORM 8-K (Current Report/Significant Event)

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): April 24, 2017 NBL PERMIAN LLC (Exact name of Registrant as specified in its charter) Delaware 001-10924 81-4972144 (State or other jurisdiction of incorporation or organization) Comm

April 25, 2017 S-8 POS

Williams (CLAYTON) Energy FORM S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2017 Registration No.

April 25, 2017 S-8 POS

Williams (CLAYTON) Energy FORM S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2017 Registration No.

April 25, 2017 S-8 POS

Williams (CLAYTON) Energy FORM S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2017 Registration No.

April 25, 2017 S-8 POS

Williams (CLAYTON) Energy FORM S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2017 Registration No.

April 25, 2017 S-8 POS

Williams (CLAYTON) Energy FORM S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2017 Registration No.

April 25, 2017 S-8 POS

Williams (CLAYTON) Energy FORM S-8 POS

S-8 POS 1 s001662s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on April 25, 2017 Registration No. 33-68316 Registration No. 33-68318 Registration No. 33-68320 Registration No. 33-69688 Registration No. 33-92834 Registration No. 333-16675 Registration No. 333-213293 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT to FORM S

April 25, 2017 S-8 POS

Williams (CLAYTON) Energy FORM S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2017 Registration No.

April 13, 2017 8-K

Other Events

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): April 10, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of incorporation or orga

April 13, 2017 425

Williams (CLAYTON) Energy 8-K (Prospectus)

425 1 a17-1112118k.htm 8-K 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): April 10, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdicti

April 12, 2017 EX-99.1

Noble Energy and Clayton Williams Announce Deadline for Election of Form of Consideration

EX-99.1 2 a17-111212ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Noble Energy and Clayton Williams Announce Deadline for Election of Form of Consideration HOUSTON and MIDLAND, Texas (April 12, 2017) - Noble Energy, Inc. (NYSE: NBL) (“Noble Energy”) and Clayton Williams Energy, Inc. (NYSE: CWEI) (“Clayton Williams”) today announced that, in connection with Noble Energy’s pending acquisition of Clay

April 12, 2017 8-K

Financial Statements and Exhibits, Other Events

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): April 12, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 73-2396863 (State or other jurisdiction of incorporation or orga

April 12, 2017 EX-99.1

Noble Energy and Clayton Williams Announce Deadline for Election of Form of Consideration

Exhibit 99.1 NEWS RELEASE Noble Energy and Clayton Williams Announce Deadline for Election of Form of Consideration HOUSTON and MIDLAND, Texas (April 12, 2017) - Noble Energy, Inc. (NYSE: NBL) (“Noble Energy”) and Clayton Williams Energy, Inc. (NYSE: CWEI) (“Clayton Williams”) today announced that, in connection with Noble Energy’s pending acquisition of Clayton Williams, the election deadline for

April 12, 2017 425

Williams (CLAYTON) Energy 8-K (Prospectus)

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): April 12, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 73-2396863 (State or other jurisdiction of incorporation or orga

April 12, 2017 EX-99.1

Noble Energy and Clayton Williams Announce Deadline for Election of Form of Consideration

EX-99.1 2 s001640x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Noble Energy and Clayton Williams Announce Deadline for Election of Form of Consideration HOUSTON and MIDLAND, Texas (April 12, 2017) - Noble Energy, Inc. (NYSE: NBL) (“Noble Energy”) and Clayton Williams Energy, Inc. (NYSE: CWEI) (“Clayton Williams”) today announced that, in connection with Noble Energy’s pending acquisition of

April 12, 2017 425

Noble Energy FORM 8-K (Prospectus)

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): April 12, 2017 NOBLE ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-07964 73-0785597 (State or other jurisdiction of incorporation or organization) C

April 4, 2017 425

Noble Energy 425 (Prospectus)

Filed by Noble Energy, Inc. (Commission File No. 001-07964) Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Clayton Williams Energy, Inc. Commission File No.: 001-10924 This filing relates to the proposed merger of Wild West Merger Sub, Inc. (?Merger Sub?) with Clayton Williams pursuant to the

March 28, 2017 8-K

Other Events

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): March 28, 2017 (March 22, 2017) CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of inco

March 28, 2017 425

Williams (CLAYTON) Energy 8-K (Prospectus)

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): March 28, 2017 (March 22, 2017) CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of inco

March 27, 2017 425

Noble Energy 425 (Prospectus)

Filed by Noble Energy, Inc. (Commission File No. 001-07964) Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Clayton Williams Energy, Inc. Commission File No.: 001-10924 This filing relates to the proposed merger of Wild West Merger Sub, Inc. (?Merger Sub?) with Clayton Williams pursuant to the

March 23, 2017 DEFM14A

Williams (CLAYTON) Energy DEFM14A

DEFM14A 1 s001558x6defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

March 14, 2017 EX-99.1

Clayton Williams Energy, Inc. Announces Record Date and Meeting Date for Special Meeting for Proposed Merger with Noble Energy, Inc.

Exhibit 99.1 NEWS RELEASE Clayton Williams Energy, Inc. Announces Record Date and Meeting Date for Special Meeting for Proposed Merger with Noble Energy, Inc. MIDLAND, Texas (March 13, 2017) - Clayton Williams Energy, Inc. (NYSE: CWEI) (?Clayton Williams Energy?) today announced that it has established a record date of March 23, 2017, and a meeting date of April 24, 2017, for a special meeting of

March 14, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): March 13, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of incorporation or orga

March 14, 2017 EX-99.1

Clayton Williams Energy, Inc. Announces Record Date and Meeting Date for Special Meeting for Proposed Merger with Noble Energy, Inc.

EX-99.1 2 a17-83411ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Clayton Williams Energy, Inc. Announces Record Date and Meeting Date for Special Meeting for Proposed Merger with Noble Energy, Inc. MIDLAND, Texas (March 13, 2017) - Clayton Williams Energy, Inc. (NYSE: CWEI) (“Clayton Williams Energy”) today announced that it has established a record date of March 23, 2017, and a meeting date of Apr

March 14, 2017 425

Williams (CLAYTON) Energy 8-K (Prospectus)

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): March 13, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of incorporation or orga

March 2, 2017 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES 2016 FINANCIAL RESULTS AND YEAR-END RESERVES

Exhibit Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES 2016 FINANCIAL RESULTS AND YEAR-END RESERVES Midland, Texas, March 2, 2017 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE-CWEI) today reported its financial results for the quarter and year ended December 31, 2016 . Highlights Fiscal 2016 Results ? Oil and Gas Production of 13.7 MBOE/d ? Cash flow from operating activiti

March 2, 2017 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, being Officers and Directors of Clayton Williams Energy, Inc. (the “Company”), a Delaware corporation, do hereby constitute and appoint Mel G. Riggs and Jaime R. Casas, or either of them, with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead,

March 2, 2017 10-K

CWEI / Williams (CLAYTON) Energy, Inc. 10-K - Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-109

March 2, 2017 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-21.1 2 cwei-123116xex211xsubsidia.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT · Warrior Gas Co., a Texas corporation, which has a wholly owned subsidiary, Clajon Industrial Gas, Inc., a Texas corporation · Clayton Williams Trading Company, a Texas corporation · CWEI Aviation, Inc., a Texas corporation · Clayton Williams Pipeline Corporation (formerly Clayton Williams Midland, I

March 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cwei-123116x8k.htm 8-K 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): March 2, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdict

March 2, 2017 EX-99.2

SOUTHWEST ROYALTIES, INC. Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters (Proved and Probable Reserves) As of December 31, 2016 \s\ William K. Fry William K. Fry, P.E. TBPE License No. 97134 Vice Pre

Exhibit 99.2 SOUTHWEST ROYALTIES, INC. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters (Proved and Probable Reserves) As of December 31, 2016 \s\ William K. Fry William K. Fry, P.E. TBPE License No. 97134 Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPE REGIST

March 2, 2017 EX-99.1

Williamson Petroleum Consultants, Inc. Texas Registered Engineering Firm F-81 303 Veterans Airpark Lane, Suite 1100 Midland, Texas 79705 Phone: 432-685-6100 Fax: 432-685-3909 E-Mail: [email protected]

EX-99.1 10 cwei-123116xex991xwilliams.htm EXHIBIT 99.1 Exhibit 99.1 Williamson Petroleum Consultants, Inc. Texas Registered Engineering Firm F-81 303 Veterans Airpark Lane, Suite 1100 Midland, Texas 79705 Phone: 432-685-6100 Fax: 432-685-3909 E-Mail: [email protected] January 19, 2017 Clayton Williams Energy, Inc. Six Desta Drive, Suite 3000 Midland, Texas 79705 Attention Mr. Ron D. Gasser Gentlemen

February 15, 2017 425

Noble Energy 425 (Prospectus)

Filed by Noble Energy, Inc. (Commission File No. 001-07964) Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Clayton Williams Energy, Inc. Commission File No.: 001-10924 This filing relates to the proposed merger of Wild West Merger Sub, Inc. (?Merger Sub?) with Clayton Williams pursuant to the

February 15, 2017 425

Noble Energy 425 (Prospectus)

Filed by Noble Energy, Inc. (Commission File No. 001-07964) Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Clayton Williams Energy, Inc. Commission File No.: 001-10924 This filing relates to the proposed merger of Wild West Merger Sub, Inc. (?Merger Sub?) with Clayton Williams pursuant to the

February 13, 2017 425

Noble Energy 425 (Prospectus)

Filed by Noble Energy, Inc. (Commission File No. 001-07964) Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Clayton Williams Energy, Inc. Commission File No.: 001-10924 This filing relates to the proposed merger of Wild West Merger Sub, Inc. (?Merger Sub?) with Clayton Williams pursuant to the

February 10, 2017 SC 13G/A

CWEI / Williams (CLAYTON) Energy, Inc. / GRT CAPITAL PARTNERS L.L.C. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

February 3, 2017 425

Noble Energy 425 (Prospectus)

Filed by Noble Energy, Inc. (Commission File No. 001-07964) Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Clayton Williams Energy, Inc. Commission File No.: 001-10924 This filing relates to the proposed merger of Wild West Merger Sub, Inc. (?Merger Sub?) with Clayton Williams pursuant to the

February 2, 2017 425

Noble Energy 425 (Prospectus)

Filed by Noble Energy, Inc. (Commission File No. 001-07964) Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Clayton Williams Energy, Inc. Commission File No.: 001-10924 This filing relates to the proposed merger of Wild West Merger Sub, Inc. (“Merger Sub”) with Clayton Williams pursuant to the

January 31, 2017 SC 13G/A

CWEI / Williams (CLAYTON) Energy, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 969490101 (CUSIP Number) DECEMBER 31, 2016 (Date of event which requires filing of this statement) Check the appropriate box to designate

January 24, 2017 SC 13D/A

Williams (CLAYTON) Energy SC 13D/A (Activist Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 12)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE (Title of Class of Securities) 96949010 (CUSIP Number) CLAYTON W. WILLIAM

January 24, 2017 SC 13D/A

Williams (CLAYTON) Energy SC 13D/A (Activist Acquisition of More Than 5% of Shares)

SC 13D/A 1 a17-30801sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE (Title of Class of Securities) 969

January 23, 2017 SC 13D

CWEI / Williams (CLAYTON) Energy, Inc. / NOBLE ENERGY INC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE (Title of Class of Securities) 969490101 (CUSIP Number) Copies to: Arnold J. Johnson Senior Vice President and General Counsel Noble Energy, Inc. 1001 Noble Energy Way Houston, Texas 77070 Telepho

January 18, 2017 425

Noble Energy FORM 425 (Prospectus)

Filed by Noble Energy, Inc. (Commission File No. 001-07964) Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Clayton Williams Energy, Inc. Commission File No.: 001-10924 This filing relates to the proposed merger of Wild West Merger Sub, Inc. (?Merger Sub?) with Clayton Williams pursuant to the

January 17, 2017 EX-10.1

SUPPORT AGREEMENT

EX-10.1 3 a17-25301ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION COPY SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of January 13, 2017, by and among each stockholder of the Company set forth on Schedule A hereto (each, a “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 3(f)(ii) and Section 9 hereof, Clayton Williams E

January 17, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017

Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC AND CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 15 1.3 Interpretation 19 ARTICLE II THE INTEGRATED MERGERS; EFFECTS OF THE INTEGRATED MERGERS 2

January 17, 2017 425

Noble Energy FORM 8-K (Prospectus)

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 13, 2017 NOBLE ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-07964 73-0785597 (State or other jurisdiction of incorporation or organization)

January 17, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC AND CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017

EX-2.1 2 s001509x1ex2-1.htm EXHIBIT 2.1 TABLE OF CONTENTS Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC AND CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017 TABLE OF CONTENTS TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 4 1.1 Certain Definitions 4 1.2 Terms Defined Elsewhere 13 1.3 Interpretati

January 17, 2017 425

Williams (CLAYTON) Energy 8-K (Prospectus)

425 1 a17-253018k.htm 8-K 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 13, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdict

January 17, 2017 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-290

January 17, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a17-253018k.htm 8-K 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 13, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdict

January 17, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017

EX-2.1 2 a17-25301ex2d1.htm EX-2.1 Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC AND CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 15 1.3 Interpretation 19 ARTICLE II THE INTEGRATED MERGERS;

January 17, 2017 EX-10.1

SUPPORT AGREEMENT

EX-10.1 3 a17-25301ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION COPY SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of January 13, 2017, by and among each stockholder of the Company set forth on Schedule A hereto (each, a “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 3(f)(ii) and Section 9 hereof, Clayton Williams E

January 12, 2017 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

Document 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 9, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission

January 12, 2017 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 2 exhibit8k011117lyon.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Robert C. Lyon (“Employee”) effective as of January 9, 2017 (the “Effective Date”). WHEREAS, the Company desires to employ Employee and Employee desires to be employed by the C

January 11, 2017 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

Document 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 5, 2017 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission

December 20, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY, INC.

Exhibit 99.1 CLAYTON WILLIAMS ENERGY, INC. FOR IMMEDIATE RELEASE Monday, December 19, 2016 CLAYTON WILLIAMS ENERGY ANNOUNCES CLOSING OF TRANSACTION TO SELL GIDDINGS AREA ASSETS Midland, Texas, December 19, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE:CWEI) announced today that it has closed its previously announced transaction to sell all of the Company?s assets in th

December 20, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 a16-2345018k.htm 8-K 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): December 19, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdi

November 7, 2016 EX-10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.2 3 gasser1016ex102.htm EXHIBIT 10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Ron D. Gasser (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”). WHEREAS, the Company and Employee previousl

November 7, 2016 EX-10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.5 6 thomas1016ex105.htm EXHIBIT 10.5 Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Robert L. Thomas (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”). WHEREAS, the Company and Employee previo

November 7, 2016 EX-10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.6 7 tisdale1016ex106.htm EXHIBIT 10.6 Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and T. Mark Tisdale (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”). WHEREAS, the Company and Employee previo

November 7, 2016 10-Q

CWEI / Williams (CLAYTON) Energy, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-10924 CLAYTON W

November 7, 2016 EX-10.7

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.7 8 welborn1016ex107.htm EXHIBIT 10.7 Exhibit 10.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Greg S. Welborn (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”). WHEREAS, the Company and Employee previo

November 7, 2016 EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Mel G. Riggs (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”). WHEREAS, the Company and Employee previously entered into this Agreement (as it was in

November 7, 2016 EX-10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.3 4 lyssy1016ex103.htm EXHIBIT 10.3 Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Sam Lyssy (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”). WHEREAS, the Company and Employee previously ent

November 7, 2016 EX-10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.4 5 kennedy1016ex104.htm EXHIBIT 10.4 Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and John F. Kennedy (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”). WHEREAS, the Company and Employee previo

November 3, 2016 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

Document 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): November 2, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commissio

November 3, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES THIRD QUARTER 2016 FINANCIAL RESULTS

Exhibit Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES THIRD QUARTER 2016 FINANCIAL RESULTS Midland, Texas, November 2, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the third quarter of 2016 . Summary • Oil and Gas Production of 14 MBOE/d • Cash Flow from Operations of $24.1 million ; EBITDAX 2 (non-GAAP) of $18.4 million

October 25, 2016 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit Execution Version Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ? Agreement ?) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the ? Company ?), and Patrick Cooke (? Employee ?) effective as of October 31, 2016 (the ? Effective Date ?). WHEREAS, the Company desires to employ Employee and Employee desires to be employed by the Company and to

October 25, 2016 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 cwei8k102516.htm 8-K 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): October 24, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdic

October 25, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES AGREEMENT TO SELL GIDDINGS AREA ASSETS FOR $400 MILLION AND ADDS PATRICK COOKE AS COO Transaction Provides Capital to Strengthen Balance Sheet and Enhance Growth, and Positions Company as a Pure Play Permian Producer

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE Monday, October 24, 2016 CLAYTON WILLIAMS ENERGY ANNOUNCES AGREEMENT TO SELL GIDDINGS AREA ASSETS FOR $400 MILLION AND ADDS PATRICK COOKE AS COO Transaction Provides Capital to Strengthen Balance Sheet and Enhance Growth, and Positions Company as a Pure Play Permian Producer Senior Management Additions Reflect Commitment to Best-in-Class Execution Midland

October 5, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 cwei1004168k.htm 8-K 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): October 1, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdict

October 5, 2016 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 2 cwei8k100416casas.htm EXHIBIT 10.1 Execution Version Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Jaime R. Casas (“Employee”) effective as of October 1, 2016 (the “Effective Date”). WHEREAS, the Company desires to employ Employee and Employee desires to be e

October 5, 2016 EX-10.2

SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT

Exhibit Exhibit 10.2 SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT This SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT (this ? Agreement ?) is entered into by and between Clayton Williams Energy, Inc. (the ? Company ?) and Michael L. Pollard (? Employee ?). The Company and Employee are each referred to herein individually as a ? Party ? and collectively as the ? Parties .? WHEREAS, as

August 30, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / Riggs Mel G - AMENDMENT Activist Investment

SC 13D/A 1 a16-177041sc13da.htm AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2) CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, $.10 PAR VALUE (Title of Class of Securities) 96949

August 30, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / Williams Clayton W - AMENDMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 11)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, $.10 PAR VALUE (Title of Class of Securities) 9

August 29, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-290

August 29, 2016 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Commo

August 29, 2016 8-K

Williams (CLAYTON) Energy CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES (Current Report/Significant Event)

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): August 29, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.

August 29, 2016 8-K

Williams (CLAYTON) Energy CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES (Current Report/Significant Event)

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): August 29, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.

August 29, 2016 EX-10.1

STOCKHOLDER AGREEMENT

EX-10.1 2 a16-175671ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of August 29, 2016, is entered into by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Ares Management LLC (“Ares”) on behalf of the entities listed on Exhibit A hereto (collectively, the “Stockholders”). RECITALS

August 29, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY, INC.

EX-99.1 4 a16-175671ex99d1.htm EX-99.1 Exhibit 99.1 CLAYTON WILLIAMS ENERGY, INC. FOR IMMEDIATE RELEASE Monday, August 29, 2016 CLAYTON WILLIAMS ENERGY ANNOUNCES CLOSING OF $150 MILLION SALE OF COMMON STOCK Ronald D. Scott Appointed to Board of Directors Midland, Texas, August 29, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE:CWEI) announced today that it has closed it

August 29, 2016 EX-10.2

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.2 3 a16-175671ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) entered into on August 26, 2016 is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (the “Guarantors”),

August 29, 2016 EX-10.2

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.2 3 a16-175671ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) entered into on August 26, 2016 is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (the “Guarantors”),

August 29, 2016 EX-10.1

STOCKHOLDER AGREEMENT

EX-10.1 2 a16-175671ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of August 29, 2016, is entered into by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Ares Management LLC (“Ares”) on behalf of the entities listed on Exhibit A hereto (collectively, the “Stockholders”). RECITALS

August 24, 2016 EX-4.7

[TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF STOCK OPTION

EXHIBIT 4.7 [TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF STOCK OPTION Pursuant to the terms and conditions of the Clayton Williams Energy, Inc. Long Term Incentive Plan, attached as Appendix A (the ?Plan?), and the associated Stock Option Agreement, attached as Appendix B (the ?Option Agreement?), you are hereby granted an option (this ?Option?) to purchase shares

August 24, 2016 EX-4.4

CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN

EXHIBIT 4.4 CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN 1. Purpose. The purpose of the Clayton Williams Energy, Inc. Long Term Incentive Plan (the ?Plan?) is to provide a means through which Clayton Williams Energy, Inc., a Delaware corporation (the ?Company?), and its Subsidiaries may attract, retain and motivate able individuals as employees, directors and consultants and to provide a

August 24, 2016 EX-4.4

CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN

EXHIBIT 4.4 CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN 1. Purpose. The purpose of the Clayton Williams Energy, Inc. Long Term Incentive Plan (the ?Plan?) is to provide a means through which Clayton Williams Energy, Inc., a Delaware corporation (the ?Company?), and its Subsidiaries may attract, retain and motivate able individuals as employees, directors and consultants and to provide a

August 24, 2016 S-8

Williams (CLAYTON) Energy SECURITIES TO BE OFFERED TO EMPLOYEES PURSUANT TO EMPLOYEE BENEFIT PLANS

As filed with the Securities and Exchange Commission on August 24, 2016 Registration No.

August 24, 2016 EX-4.5

[TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF RESTRICTED STOCK

EXHIBIT 4.5 [TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF RESTRICTED STOCK Pursuant to the terms and conditions of the Clayton Williams Energy, Inc. Amended Long Term Incentive Plan, attached as Appendix A (the ?Plan?), and the associated Restricted Stock Agreement, attached as Appendix B (the ?Agreement?), you are hereby issued shares of Stock subject to certain re

August 24, 2016 EX-4.5

[TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF RESTRICTED STOCK

EXHIBIT 4.5 [TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF RESTRICTED STOCK Pursuant to the terms and conditions of the Clayton Williams Energy, Inc. Amended Long Term Incentive Plan, attached as Appendix A (the ?Plan?), and the associated Restricted Stock Agreement, attached as Appendix B (the ?Agreement?), you are hereby issued shares of Stock subject to certain re

August 24, 2016 EX-4.8

CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT

EXHIBIT 4.8 CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you: WHEREAS, the Company, in order to induce you to enter into and continue in dedicat

August 24, 2016 S-8

Williams (CLAYTON) Energy SECURITIES TO BE OFFERED TO EMPLOYEES PURSUANT TO EMPLOYEE BENEFIT PLANS

As filed with the Securities and Exchange Commission on August 24, 2016 Registration No.

August 24, 2016 EX-4.7

[TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF STOCK OPTION

EXHIBIT 4.7 [TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF STOCK OPTION Pursuant to the terms and conditions of the Clayton Williams Energy, Inc. Long Term Incentive Plan, attached as Appendix A (the ?Plan?), and the associated Stock Option Agreement, attached as Appendix B (the ?Option Agreement?), you are hereby granted an option (this ?Option?) to purchase shares

August 24, 2016 EX-4.6

CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

EXHIBIT 4.6 CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you; WHEREAS, the Company in order to induce you to enter into and to continue

August 24, 2016 EX-4.6

CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

EXHIBIT 4.6 CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you; WHEREAS, the Company in order to induce you to enter into and to continue

August 24, 2016 EX-4.8

CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT

EXHIBIT 4.8 CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you: WHEREAS, the Company, in order to induce you to enter into and continue in dedicat

August 8, 2016 10-Q

CWEI / Williams (CLAYTON) Energy, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-10924 CLAYTON WILLIA

August 8, 2016 DEF 14C

Williams (CLAYTON) Energy DEF 14C

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 5, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY REVISED SECOND QUARTER AND SIX MONTHS 2016 GAAP NET LOSS

Exhibit Exhibit 99.1 CLAYTON WILLIAMS ENERGY REVISED SECOND QUARTER AND SIX MONTHS 2016 GAAP NET LOSS Midland, Texas, August 5, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE: CWEI) announced revised GAAP net losses for the three months and six months ended June 30, 2016 to account for a change in tax expense associated with charges related to fair value of common stock

August 5, 2016 8-K/A

Williams (CLAYTON) Energy 8-K/A (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8?K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commissio

August 3, 2016 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

Document 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): August 3, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission

August 3, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES SECOND QUARTER 2016 FINANCIAL RESULTS

Exhibit Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES SECOND QUARTER 2016 FINANCIAL RESULTS Midland, Texas, August 3, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE-CWEI) today reported its financial results for the second quarter of 2016 . Summary ? Oil and Gas Production of 13.6 MBOE/d ? Net Loss of $73.8 million ; Adjusted Net Loss 1 (non-GAAP) of $34.3 million ? Ca

August 3, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 cwei0630168kguidance.htm 8-K 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): August 3, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other ju

August 3, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2016

EX-99.1 2 cwei063016ex99x1guidance.htm EXHIBIT 99.1 EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2016 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending Dece

July 27, 2016 PRE 14C

Williams (CLAYTON) Energy PRE 14C

PRE 14C 1 a2229257zpre14c.htm PRE 14C Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ý Preliminary Information Statement o

July 25, 2016 EX-10.1

COMMON STOCK PURCHASE AGREEMENT by and among CLAYTON WILLIAMS ENERGY, INC. THE PURCHASERS NAMED ON SCHEDULE A HERETO July 22, 2016

EX-10.1 3 a16-153801ex10d1.htm EX-10.1 Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT by and among CLAYTON WILLIAMS ENERGY, INC. and THE PURCHASERS NAMED ON SCHEDULE A HERETO July 22, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 ARTICLE II AGREEMENT TO SELL AND PURCHASE Section 2.1 Sale and Purchase 5 Section 2.2 Closing 5 Section 2.3 Each Purchaser’s Conditions 6 Section 2

July 25, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY, INC.

EX-99.1 5 a16-153801ex99d1.htm EX-99.1 Exhibit 99.1 CLAYTON WILLIAMS ENERGY, INC. FOR IMMEDIATE RELEASE Monday, July 25, 2016 CLAYTON WILLIAMS ENERGY ANNOUNCES AGREEMENT TO SELL $150 MILLION OF COMMON STOCK New Capital to Strengthen Balance Sheet, Reduce Leverage and Enhance Growth Company Expanding Board and Filling Senior Management Positions Midland, Texas, July 25, 2016 (BUSINESS WIRE) - Clayt

July 25, 2016 8-K

Williams (CLAYTON) Energy CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES (Current Report/Significant Event)

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): July 22, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R.

July 25, 2016 EX-10.2

AMENDMENT NO. 2 TO CREDIT AGREEMENT

EX-10.2 4 a16-153801ex10d2.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) entered into on July 22, 2016 is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (together with the Borrower, the “Guarantors”), the Lenders party hereto (as defined below) a

July 25, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 a16-145642ex99d1.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendm

July 25, 2016 EX-3.1

CORPORATE BYLAWS CLAYTON WILLIAMS ENERGY, INC. (a Delaware Corporation) (As Amended Through July 22, 2016)

Exhibit 3.1 CORPORATE BYLAWS OF CLAYTON WILLIAMS ENERGY, INC. (a Delaware Corporation) (As Amended Through July 22, 2016) TABLE OF CONTENTS CORPORATE BYLAWS OF CLAYTON WILLIAMS ENERGY, INC. (a Delaware corporation) SECTION PAGE ARTICLE 1 NAME AND OFFICES 1.1 Name 1 1.2 Registered Office and Agent 1 (a) Registered Office 1 (b) Registered Agent 1 (c) Change of Registered Office or Agent 1 1.3 Other

July 25, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-290

June 28, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-290

June 28, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 a16-141671ex99d1.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendm

June 21, 2016 11-K

Williams (CLAYTON) Energy 11-K

11-K 1 cwei11k123115.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-10924 A.

June 9, 2016 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

Document 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): June 7, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission Fi

June 6, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-290

May 27, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-290

May 24, 2016 CORRESP

Williams (CLAYTON) Energy ESP

CLAYTON WILLIAMS ENERGY, INC. May 24, 2016 H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed March 24, 2016 Response letter dated March 24, 2016 File No. 1-10924 Ladies and Gentlemen: Set fort

May 16, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

SC 13D/A 1 a16-111581sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Ang

May 13, 2016 CORRESP

Williams (CLAYTON) Energy ESP

James M. Prince [email protected] Tel +1.713.758.3710 Fax +1.713.615.5962 VIA EDGAR May 13, 2016 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: H. Roger Schwall, Assistant Director, Office of Natural Resources Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed March 24, 2016 Respo

May 9, 2016 10-Q

CWEI / Williams (CLAYTON) Energy, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-10924 CLAYTON WILLI

May 6, 2016 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8?K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (

May 5, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): May 5, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.

May 5, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2016

EX-99.1 2 cwei8k050516exhibit.htm EXHIBIT 99.1 EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2016 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending December

May 5, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES FIRST QUARTER 2016 FINANCIAL RESULTS

EX-99.1 2 cwei-033116x8kxexhibit991.htm EXHIBIT 99.1 Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES FIRST QUARTER 2016 FINANCIAL RESULTS Midland, Texas, May 5, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the first quarter of 2016. Summary • Oil and Gas Production of 13.6 MBOE/d • Net Loss of $35.3 million; Adjusted Net L

May 5, 2016 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

8-K 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): May 5, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.

April 28, 2016 DEF 14A

Williams (CLAYTON) Energy DEFINITIVE PROXY STATEMENT

DEF 14A 1 a16-22911def14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential

April 28, 2016 DEFA14A

Williams (CLAYTON) Energy DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 15, 2016 PRE 14A

Williams (CLAYTON) Energy PRELIMINARY PROXY NOT RELATED TO A CONTESTED MATTER OR MERGER/ACQUISITION

PRE 14A 1 a16-22911pre14a.htm PRELIMINARY PROXY NOT RELATED TO A CONTESTED MATTER OR MERGER/ACQUISITION Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate bo

April 11, 2016 EX-24

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Exhibit 24 POWER OF ATTORNEY For Executing Forms 3, 4 and 5 Know all by these presents, that the undersigned hereby constitutes and appoints each of Mel G.

April 11, 2016 EX-24

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

EX-24 2 ex-24.htm EX-24 Exhibit 24 POWER OF ATTORNEY For Executing Forms 3, 4 and 5 Know all by these presents, that the undersigned hereby constitutes and appoints each of Mel G. Riggs, Michael L. Pollard, Naseem Sagati and Michael Weiner signing singly, the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4 and 5 (including amendments t

April 7, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-290

April 5, 2016 SC 13D/A

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-290

March 31, 2016 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 28, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

March 31, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY, INC.

EX-99.1 2 a16-77101ex99d1.htm EX-99.1 Exhibit 99.1 CLAYTON WILLIAMS ENERGY, INC. FOR IMMEDIATE RELEASE Thursday, March 31, 2016 CLAYTON WILLIAMS ENERGY ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS Midland, Texas, March 31, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE:CWEI) today announced the resignation of Robert L. Parker from the Company’s Board of Directors (the “B

March 30, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): March 24, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

March 30, 2016 EX-3.1

CORPORATE BYLAWS CLAYTON WILLIAMS ENERGY, INC. (a Delaware Corporation) (As Amended Through March 24, 2016)

EX-3.1 2 a16-75201ex3d1.htm EX-3.1 Exhibit 3.1 CORPORATE BYLAWS OF CLAYTON WILLIAMS ENERGY, INC. (a Delaware Corporation) (As Amended Through March 24, 2016) TABLE OF CONTENTS CORPORATE BYLAWS OF CLAYTON WILLIAMS ENERGY, INC. (a Delaware corporation) SECTION PAGE ARTICLE 1 NAME AND OFFICES 1.1 Name 1 1.2 Registered Office and Agent 1 (a) Registered Office 1 (b) Registered Agent 1 (c) Change of Reg

March 24, 2016 10-K

CWEI / Williams (CLAYTON) Energy, Inc. 10-K - Annual Report - 10-K

10-K 1 cwei-123115x10xk.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

March 24, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 a16-70681ex99d1.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendme

March 24, 2016 CORRESP

Williams (CLAYTON) Energy ESP

TM CLAYTON WILLIAMS ENERGY, INC. Michael L. POLLARD SENIOR VICE PRESIDENT ? FINANCE AND CHIEF FINANCIAL OFFICER March 24, 2016 Mr. H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27

March 24, 2016 EX-99.2

SOUTHWEST ROYALTIES, INC. CLAYTON WILLIAMS ENERGY, INC. Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters (Proved and Probable Reserves) As of December 31, 2015 \s\ William K. Fry William K. Fry, P.E. T

EX-99.2 11 cwei-123115xex992xrydersco.htm EXHIBIT 99.2 Exhibit 99.2 SOUTHWEST ROYALTIES, INC. and CLAYTON WILLIAMS ENERGY, INC. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters (Proved and Probable Reserves) As of December 31, 2015 \s\ William K. Fry William K. Fry, P.E. TBPE License No. 97134 Vice President [SEAL] RYDER SCOTT COMPANY, L.P

March 24, 2016 EX-99.1

Williamson Petroleum Consultants, Inc. Texas Registered Engineering Firm F-81 303 Veterans Airpark Lane, Suite 1100 Midland, Texas 79705 Phone: 432-685-6100 Fax: 432-685-3909 E-Mail: [email protected]

EX-99.1 10 cwei-123115xex991xwilliams.htm EXHIBIT 99.1 Exhibit 99.1 Williamson Petroleum Consultants, Inc. Texas Registered Engineering Firm F-81 303 Veterans Airpark Lane, Suite 1100 Midland, Texas 79705 Phone: 432-685-6100 Fax: 432-685-3909 E-Mail: [email protected] February 19, 2016 Clayton Williams Energy, Inc. Six Desta Drive, Suite 3000 Midland, Texas 79705 Attention Mr. Ron D. Gasser Gentleme

March 24, 2016 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT · Warrior Gas Co., a Texas corporation, which has a wholly owned subsidiary, Clajon Industrial Gas, Inc., a Texas corporation · Clayton Williams Trading Company, a Texas corporation · CWEI Aviation, Inc., a Texas corporation · CWEI Acquisitions, Inc., a Delaware corporation · Clayton Williams Pipeline Corporation (formerly Clayton Williams Midland, Inc.)

March 24, 2016 EX-24.1

/s/ CLAYTON W. WILLIAMS Clayton W. Williams, Chairman of the Board, Chief Executive Officer and Director /s/ MEL G. RIGGS Mel G. Riggs, President /s/ ROBERT L. PARKER Robert L. Parker, Director /s/ JORDAN R. SMITH Jordan R. Smith, Director /s/ DAVIS

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, being Officers and Directors of Clayton Williams Energy, Inc. (the “Company”), a Delaware corporation, do hereby constitute and appoint Mel G. Riggs and Michael L. Pollard, or either of them, with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and st

March 24, 2016 SC 13D

CWEI / Williams (CLAYTON) Energy, Inc. / ARES MANAGEMENT LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 969490101 (CUSIP Number) Monica J. Shilling Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, California 90067 Tel: (310) 557-2900 Fax: (310) 557-21

March 17, 2016 CORRESP

Williams (CLAYTON) Energy ESP

CLAYTON WILLIAMS ENERGY, INC. Michael L. POLLARD SENIOR VICE PRESIDENT ? FINANCE AND CHIEF FINANCIAL OFFICER March 17, 2016 Mr. H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27, 2

March 16, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES RECENT HEDGING TRANSACTIONS

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE Tuesday, March 15, 2016 CLAYTON WILLIAMS ENERGY ANNOUNCES RECENT HEDGING TRANSACTIONS Midland, Texas, March 15, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE-CWEI) today announced that it had entered into three new swap agreements covering a portion of its expected oil production, as follows: 124,000 barrels for May 2016 throu

March 16, 2016 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

8-K 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): March 15, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File

March 15, 2016 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 15, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

March 15, 2016 EX-4.1

CERTIFICATE OF DESIGNATION THE SPECIAL VOTING PREFERRED STOCK CLAYTON WILLIAMS ENERGY, INC. Pursuant to the General Corporation Law of the State of Delaware

Exhibit 4.1 CERTIFICATE OF DESIGNATION OF THE SPECIAL VOTING PREFERRED STOCK OF CLAYTON WILLIAMS ENERGY, INC. Pursuant to the General Corporation Law of the State of Delaware Clayton Williams Energy, Inc., a Delaware corporation (the ?Corporation?), hereby certifies, that pursuant to the authority expressly vested in the Board of Directors of the Corporation (the ?Board?) by the Second Restated Ce

March 15, 2016 EX-10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

EX-10.1 3 a16-64011ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into on March 15, 2016 (the “Amendment Effective Date”) is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (together with the Borrower, the “Guarantors”), th

March 15, 2016 NT 10-K

Williams (CLAYTON) Energy NT 10-K

NT 10-K OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 11, 2016 CORRESP

Williams (CLAYTON) Energy ESP

James M. Prince [email protected] Tel +1.713.758.3710 Fax +1.713.615.5962 VIA EDGAR March 11, 2016 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: H. Roger Schwall, Assistant Director, Office of Natural Resources Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27, 2015

March 10, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2016

EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2016 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending December 31, 2016. These estimates are based on informat

March 10, 2016 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

8-K 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): March 10, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File

March 10, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): March 10, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File

March 10, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES 2015 FINANCIAL RESULTS AND YEAR-END RESERVES

Exhibit Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES 2015 FINANCIAL RESULTS AND YEAR-END RESERVES Midland, Texas, March 10, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE-CWEI) today reported its financial results for the quarter and year ended December 31, 2015 . Highlights Fiscal 2015 Results ? Oil and Gas Production of 15.8 MBOE/d ? Adjusted Net Loss 1 (non-GAAP) o

March 9, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 8, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R.

March 9, 2016 EX-10.1

CREDIT AGREEMENT dated as of March 8, 2016 CLAYTON WILLIAMS ENERGY, INC., as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto, GOLDMAN SACHS LENDING PARTNERS LLC, as Sole Lead Arranger, Sole Bookrunner and Syndication

EX-10.1 2 a16-60161ex10d1.htm EX-10.1 Exhibit 10.1 CREDIT AGREEMENT dated as of March 8, 2016 among CLAYTON WILLIAMS ENERGY, INC., as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto, GOLDMAN SACHS LENDING PARTNERS LLC, as Sole Lead Arranger, Sole Bookrunner and Syndication Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent FOR U.S. TAX PURPO

February 19, 2016 CORRESP

Williams (CLAYTON) Energy ESP

James M. Prince [email protected] Tel +1.713.758.3710 Fax +1.713.615.5962 VIA EDGAR February 19, 2016 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: H. Roger Schwall, Assistant Director, Office of Natural Resources Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27, 20

February 16, 2016 SC 13G

CWEI / Williams (CLAYTON) Energy, Inc. / GRT CAPITAL PARTNERS L.L.C. Passive Investment

SC 13G 1 d703525213-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) Clayton Williams Energy, Inc. (Name of Issuer) Common Stock, par value $0.10 per share. (Title of Class of Securities

January 20, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY CONFIRMS STATUS OF STRATEGIC REVIEW

Exhibit FOR IMMEDIATE RELEASE Tuesday, January 19, 2016 CLAYTON WILLIAMS ENERGY CONFIRMS STATUS OF STRATEGIC REVIEW Midland, Texas, January 19, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc.

January 20, 2016 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

8-K 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 19, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission Fil

January 19, 2016 EX-99.1

CLAYTON WILLIAMS ENERGY PROVIDES UPDATE ON RECENT TRANSACTIONS

Exhibit FOR IMMEDIATE RELEASE Monday, January 18, 2016 CLAYTON WILLIAMS ENERGY PROVIDES UPDATE ON RECENT TRANSACTIONS Midland, Texas, January 18, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc.

January 19, 2016 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

8-K 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 18, 2016 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission Fil

January 14, 2016 SC 13G/A

CWEI / Williams (CLAYTON) Energy, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 969490101 (CUSIP Number) DECEMBER 31, 2015 (Date of event which requires filing of this statement) Check the appropriate box to designate

January 13, 2016 CORRESP

Williams (CLAYTON) Energy ESP

James M. Prince [email protected] Tel +1.713.758.3710 Fax +1.713.615.5962 VIA EDGAR January 13, 2016 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: H. Roger Schwall, Assistant Director, Office of Natural Resources Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27, 201

December 23, 2015 SC 13G

CWEI / Williams (CLAYTON) Energy, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 969490101 (CUSIP Number) DECEMBER 18, 2015 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant

December 18, 2015 CORRESP

Williams (CLAYTON) Energy ESP

CORRESP 1 filename1.htm James M. Prince [email protected] Tel +1.713.758.3710 Fax +1.713.615.5962 VIA EDGAR December 18, 2015 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: H. Roger Schwall, Assistant Director, Office of Natural Resources Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 20

November 5, 2015 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

8-K 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): November 4, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission Fil

November 5, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES THIRD QUARTER 2015 FINANCIAL RESULTS

Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES THIRD QUARTER 2015 FINANCIAL RESULTS Midland, Texas, November 4, 2015 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the third quarter 2015 . Summary • Oil and gas production of 15.6 MBOE/d • Adjusted net loss 1 (non-GAAP) of $14.9 million • EBITDAX 2 (non-GAAP) of $28.7 million • C

November 5, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): November 4, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission Fil

November 5, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2015

EX-99.1 2 cwei110415exhibitguidance.htm EXHIBIT 99.1 EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2015 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending Dec

October 23, 2015 CORRESP

Williams (CLAYTON) Energy ESP

CLAYTON WILLIAMS ENERGY, INC. Michael L. POLLARD SENIOR VICE PRESIDENT — FINANCE AND CHIEF FINANCIAL OFFICER October 23, 2015 H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27, 201

October 15, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY, INC.

Exhibit 99.1 CLAYTON WILLIAMS ENERGY, INC. FOR IMMEDIATE RELEASE Wednesday, October 14, 2015 CLAYTON WILLIAMS ENERGY ANNOUNCES BOARD REVIEW OF STRATEGIC ALTERNATIVES Midland, Texas, October 14, 2015 - Clayton Williams Energy, Inc. (the ?Company?) (NYSE:CWEI) today announced that its Board of Directors has initiated a review of strategic alternatives to enhance shareholder value and has engaged Gol

October 15, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a15-2118318k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES 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): October 14, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Del

October 14, 2015 CORRESP

Williams (CLAYTON) Energy ESP

Milam Foster Newby [email protected] Tel +1.512.542.8846 Fax +1.512.236.3240 VIA EDGAR October 14, 2015 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: H. Roger Schwall, Assistant Director, Office of Natural Resources Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27, 2

October 7, 2015 SC 13G

CWEI / Williams (CLAYTON) Energy, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CLAYTON WILLIAMS ENERGY, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 969490101 (CUSIP Number) SEPTEMBER 28, 2015 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuan

September 30, 2015 CORRESP

Williams (CLAYTON) Energy ESP

Milam Foster Newby [email protected] Tel +1.512.542.8846 Fax +1.512.236.3240 VIA EDGAR September 30, 2015 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: H. Roger Schwall, Assistant Director, Office of Natural Resources Re: Clayton Williams Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27,

August 5, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2015

cwei8k080415exhibit991guidance EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2015 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending December 31, 2015. These

August 5, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 4, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

August 4, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

CWEI - 06.30.15 - 8K 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): August 4, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of

August 4, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES SECOND QUARTER 2015 FINANCIAL RESULTS

CWEI - 06.30.15 - 8K - Exhibit 99.1 Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES SECOND QUARTER 2015 FINANCIAL RESULTS Midland, Texas, August 4, 2015 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE-CWEI) today reported its financial results for the second quarter 2015 . Summary ? Core drilling suspended in early 2015; resumed at a two-rig pace in July 2015 ? Oil and gas pro

June 23, 2015 11-K

Williams (CLAYTON) Energy 11-K

cwei11k123114 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-10924 A. Full title of t

June 17, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 cwei8k61715.htm 8-K 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): June 17, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction

June 17, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY SELLS UNDEVELOPED EAGLE FORD RIGHTS AND RESUMES DRILLING OPERATIONS AT A TWO-RIG PACE

pressrelease61705 Exhibit 99.1 FOR IMMEDIATE RELEASE Wednesday, June 17, 2015 CLAYTON WILLIAMS ENERGY SELLS UNDEVELOPED EAGLE FORD RIGHTS AND RESUMES DRILLING OPERATIONS AT A TWO-RIG PACE Midland, Texas, June 17, 2015 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE-CWEI) today announced that it had sold approximately 3,700 net acres in Burleson County, Texas (the ?Acreage?) f

June 3, 2015 8-K

Submission of Matters to a Vote of Security Holders

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): June 3, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R.S

April 30, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS

CWEI - 03.31.15 - 8K - Exhibit 99.1 Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS Midland, Texas, April 30, 2015 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE-CWEI) today reported its financial results for the first quarter 2015 . Summary ? Oil and Gas Production of 17.2 MBOE/d, up 14% pro forma ? Adjusted Net Loss 1 (non-GAAP) of $20.8

April 30, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 30, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

April 30, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 30, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

April 30, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2015

EX-99.1 2 cweiguidanceexhibit042915.htm EXHIBIT 99.1 EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2015 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending Dec

April 23, 2015 DEF 14A

Williams (CLAYTON) Energy DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 23, 2015 DEFA14A

Williams (CLAYTON) Energy DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

DEFA14A 1 a15-16062defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 26, 2015 8-K

Williams (CLAYTON) Energy 8-K (Current Report/Significant Event)

cwei8k32615mriggs 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): March 26, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (

March 26, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES CHANGE IN MANAGEMENT Mel G. Riggs Succeeds Clayton W. Williams, Jr. as President

cwei32615exhibitmr EXHIBIT 99.1 FOR IMMEDIATE RELEASE Thursday, March 26, 2015 CLAYTON WILLIAMS ENERGY ANNOUNCES CHANGE IN MANAGEMENT Mel G. Riggs Succeeds Clayton W. Williams, Jr. as President Midland, Texas, March 26, 2015 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the ?Company?) (NYSE-CWEI) today announced that Mel G. Riggs has succeeded Clayton W. Williams, Jr. as President of the Compan

February 26, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2015

EX-99.1 2 cwei8k22515-guidance991.htm EXHIBIT 99.1 EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2015 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending Decem

February 26, 2015 EX-10.1

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) entered into on February 25, 2015 (the “Amendment Effective Date”) is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (together with the Borr

February 26, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 25, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (

February 26, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (

February 26, 2015 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES 2014 FINANCIAL RESULTS AND YEAR-END RESERVES

Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES 2014 FINANCIAL RESULTS AND YEAR-END RESERVES Midland, Texas, February 26, 2015 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the quarter and year ended December 31, 2014. Highlights Fiscal 2014 • Oil and Gas Production of 5.8 Million BOE, up 21% pro forma • Adjusted Net Income1 (no

February 26, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 cwei-8k22515xguidancexcp.htm 8-K 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): February 25, 2015 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or o

February 12, 2015 SC 13G/A

CWEI / Williams (CLAYTON) Energy, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - CWEI AS OF 12/31/2014 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) CLAYTON WILLIAMS ENERGY (Name of Issuer) COMMON STOCK (Title of Class of Securities) 969490101 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Sched

November 14, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 12, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (

November 14, 2014 EX-10.1

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 cwei111414creditagreement.htm AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) entered into on November 12, 2014 (the “Amendment Effective Date”) is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Bor

October 23, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 23, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I

October 23, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2014

EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2014 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending December 31, 2014. These estimates are based on informat

October 23, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES THIRD QUARTER 2014 FINANCIAL RESULTS

EX-99.1 2 cwei-093014x8kxexhibit991.htm EXHIBIT Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES THIRD QUARTER 2014 FINANCIAL RESULTS Midland, Texas, October 23, 2014 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the third quarter 2014. Quarter Highlights • Oil and Gas Production of 15,586 BOE/d, up 13% (21% PF for Asset Sales) •

October 23, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 23, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I

October 16, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY UPDATES EAGLE FORD AND DELAWARE BASIN OPERATIONS AND PROVIDES UPDATES TO PRODUCTION GUIDANCE

Exhibit 99.1 CLAYTON WILLIAMS ENERGY UPDATES EAGLE FORD AND DELAWARE BASIN OPERATIONS AND PROVIDES UPDATES TO PRODUCTION GUIDANCE Midland, Texas, October 16, 2014 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today provided an operations update on its Eagle Ford and Delaware Basin activities and also provided an update to production guidance for the remainder of 2014

October 16, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 cwei8k101614operation.htm 8-K 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): October 16, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other

August 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 4, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

August 4, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2014

EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2014 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending December 31, 2014. These estimates are based on informat

July 24, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 24, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R.

July 24, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES SECOND QUARTER 2014 FINANCIAL RESULTS AND OPERATIONS UPDATE

Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES SECOND QUARTER 2014 FINANCIAL RESULTS AND OPERATIONS UPDATE Midland, Texas, July 24, 2014 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the second quarter 2014. Quarter Highlights • Oil and Gas Production of 15,559 BOE/d, up 12% (20% PF for Asset Sales) • EBITDAX1 (non-GAAP) of $81

June 25, 2014 EX-10.1

CWEI ANDREWS PROPERTIES I REWARD PLAN ARTICLE I Purpose of Plan

Exhibit 10.1 CWEI ANDREWS PROPERTIES I REWARD PLAN ARTICLE I Purpose of Plan 1.1 Purpose of Plan. The purpose of the Reward Plan (the “Plan”) is to reward eligible employees and other service providers listed on Exhibit A of Clayton Williams Energy, Inc., and its wholly-owned affiliates (the “Employer”) for continued quality service to the Employer, and to encourage retention of those employees an

June 25, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

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): June 23, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R.

June 25, 2014 EX-10.3

CWEI DELAWARE BASIN II REWARD PLAN ARTICLE I Purpose of Plan

Exhibit 10.3 CWEI DELAWARE BASIN II REWARD PLAN ARTICLE I Purpose of Plan 1.1 Purpose of Plan. The purpose of the Reward Plan (the “Plan”) is to reward eligible employees and other service providers listed on Exhibit A of Clayton Williams Energy, Inc., and its wholly-owned affiliates (the “Employer”) for continued quality service to the Employer, and to encourage retention of those employees and s

June 25, 2014 EX-10.2

CWEI EAGLE FORD II REWARD PLAN ARTICLE I Purpose of Plan

EX-10.2 3 eaglefordiirewardplan-ex10.htm EXHIBIT - CWEI EAGLE FORD II RP Exhibit 10.2 CWEI EAGLE FORD II REWARD PLAN ARTICLE I Purpose of Plan 1.1 Purpose of Plan. The purpose of the Reward Plan (the “Plan”) is to reward eligible employees and other service providers listed on Exhibit A of Clayton Williams Energy, Inc., and its wholly-owned affiliates (the “Employer”) for continued quality service

June 13, 2014 11-K

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-10924 A. Full title of the plan and th

May 12, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2014

EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2014 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending December 31, 2014. These estimates are based on informat

May 12, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 12, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R.S

May 8, 2014 8-K

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Submission of Matters to a Vote of Security Holders - 8-K

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): May 7, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R.S.

April 25, 2014 EX-10.1

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 23, 2014 among CLAYTON WILLIAMS ENERGY, INC., as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS

Exhibit 10.1 THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 23, 2014 among CLAYTON WILLIAMS ENERGY, INC., as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, N.A., as Syndication Agent UNION BANK, N.A., as Documentation Agent and J.P. MORGAN SECURITIES LLC, as Sole Bookrunner and Le

April 25, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): April 23, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

April 24, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES FIRST QUARTER 2014 FINANCIAL RESULTS AND OPERATIONS UPDATE

Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES FIRST QUARTER 2014 FINANCIAL RESULTS AND OPERATIONS UPDATE Midland, Texas, April 24, 2014 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the first quarter 2014. Highlights • Oil and Gas Production of 15,474 BOE/d, up 3% (25% PF for Asset Sales) • Cash Flow from Operations of $79.3 m

April 24, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): April 24, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I.R

March 27, 2014 DEF 14A

- DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 12, 2014 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - AMENDMENT TO FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of

March 12, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

Exhibit 99.1 CLAYTON WILLIAMS ENERGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Three Months Ended December 31, Year Ended December 31, 2013 2012 2013 2012 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 6,425 $ 1,678 $ (24,862 ) $ 35,103 Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation, depletion and a

March 11, 2014 10-K

Williams (CLAYTON) Energy 10-K (Annual Report)

CWEI - 12.31.13 - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

February 20, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): February 20, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (

February 20, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY ANNOUNCES 2013 FINANCIAL RESULTS AND YEAR-END RESERVES

Exhibit 99.1 CLAYTON WILLIAMS ENERGY ANNOUNCES 2013 FINANCIAL RESULTS AND YEAR-END RESERVES Midland, Texas, February 20, 2014 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the quarter and year ended December 31, 2013. Highlights • 2013 Oil and Gas Production of 5.3 Million BOE, up 8% pro forma • Total Proved Reserves of 70 Mill

February 11, 2014 SC 13G/A

CWEI / Williams (CLAYTON) Energy, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - CWEI AS OF 12/31/2013 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CLAYTON WILLIAMS ENERGY (Name of Issuer) COMMON STOCK (Title of Class of Securities) 969490101 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Sche

February 6, 2014 424B3

Clayton Williams Energy, Inc. Offer to Exchange Up To $250,000,000 of 7.75% Senior Notes due 2019 That Have Not Been Registered Under The Securities Act of 1933 For Up To $250,000,000 of 7.75% Senior Notes due 2019 That Have Been Registered Under The

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.

February 4, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2014

EXHIBIT 99.1 CLAYTON WILLIAMS ENERGY, INC. FINANCIAL GUIDANCE DISCLOSURES FOR 2014 Overview Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for the year ending December 31, 2014. These estimates are based on informat

February 4, 2014 EX-99.1

CLAYTON WILLIAMS ENERGY PROVIDES OPERATIONS UPDATE; PRELIMINARY 2013 PRODUCTION AND RESERVES

Exhibit 99.1 CLAYTON WILLIAMS ENERGY PROVIDES OPERATIONS UPDATE; PRELIMINARY 2013 PRODUCTION AND RESERVES Midland, Texas, February 4, 2014 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today provided an update on its Delaware Basin Wolfbone and Eagle Ford shale operations, summarized its preliminary fourth quarter 2013 production volumes and reported its preliminary p

February 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): February 4, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I

February 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): February 4, 2014 CLAYTON WILLIAMS ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 001-10924 75-2396863 (State or other jurisdiction of (Commission File (I

January 27, 2014 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT • Warrior Gas Co., a Texas corporation, which has a wholly owned subsidiary, Clajon Industrial Gas, Inc., a Texas corporation • Clayton Williams Trading Company, a Texas corporation • CWEI Aviation, Inc., a Texas corporation • CWEI Acquisitions, Inc., a Delaware corporation • Clayton Willi

January 27, 2014 S-4

- S-4

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on January 24, 2014 Registration No.

January 27, 2014 EX-12.1

Year ended December 31, Nine months ended September 30, 2013 Historical 2008 2009 2010 2011 2012 (In thousands except ratios) EARNINGS: Net income (loss) from continuing operations $ 141,242 $ (115,960 ) $ 36,938 $ 93,823 $ 35,103 $ (31,287 ) Add: In

QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 Clayton Williams Energy, Inc. Computation of Ratio of Earnings to Fixed Charges Year ended December 31, Nine months ended September 30, 2013 Historical 2008 2009 2010 2011 2012 (In thousands except ratios) EARNINGS: Net income (loss) from continuing operations $ 141,242 $ (115,960 ) $ 36,938 $ 93,823 $ 35,103 $ (31,287

January 27, 2014 EX-25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT T

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Associ

January 27, 2014 EX-24.1

POWER OF ATTORNEY

QuickLinks - Click here to rapidly navigate through this document Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below appoints Mel G. Riggs and Michael L. Pollard, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or he

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