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
28, 2008
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
| Texas | 000-29187-87 | 76-0415919 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation) | File Number) |
Identification No.)
|
|
1000
Louisiana Street
Suite
1500
Houston,
Texas
|
77002
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s telephone
number, including area code: (713)
328-1000
Not
applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.02 Termination
of a Material Definitive Agreement
On May 22, 2008, Carrizo Oil & Gas,
Inc. (the “Company”) terminated the Second Lien Credit Agreement dated as of
July 21, 2005 among the Company, as Borrower, the Guarantors party thereto,
Credit Suisse, as Administrative Agent and Collateral Agent (the “Administrative
Agent”), and the other Lenders party thereto (the “Second Lien Credit
Agreement”). To effect the termination, the Company, the Guarantors
and the Administrative Agent entered into a Termination and Release Agreement,
under which the Company repaid all amounts outstanding under the Second Lien
Credit Agreement, including prepayment penalties, and terminated all commitments
and obligations of the Company and the Guarantors thereunder and under other
related documents. An affiliate of the Administrative Agent served as
joint book-running manager of the Company’s recent public offering of Senior
Convertible Notes, a portion of the net proceeds of which were used to repay all
amounts outstanding under the Second Lien Credit Agreement.
Item
9.01. Financial
Statements and Exhibits
(c) Exhibits.
|
Exhibit
Number
|
Description
|
|
10.1
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CARRIZO
OIL & GAS, INC.
By: /s/ Paul F.
Boling
Name:
Paul F. Boling
Title:
Vice President and Chief Financial Officer
Date: May
30, 2008
EXHIBIT
INDEX