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): September 10, 2007
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
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| Texas
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000-29187-87
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76-0415919 |
| (State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 1000 Louisiana Street |
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| Suite 1500 |
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| Houston, Texas
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77002 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2007, Carrizo Oil & Gas, Inc. (the “Company”) entered into a Placement Agent
Agreement with RBC Capital Markets Corporation, as managing placement agent, relating to the
offering to certain investors (the “Investors”) of shares of the Company’s common stock, par value
$0.01 per share, pursuant to the Company’s registration statement on Form S-3 (File No.
333-142346), as amended.
Following
the pricing of the offering, on September 11, 2007, the Company
entered into Securities
Purchase Agreements with the Investors providing for the sale of an aggregate of 1.8 million shares
of common stock in the offering at a purchase price of $41.40 per share. The net proceeds of the
offering to the Company will be approximately $72.1 million after deducting placement
agents’ commissions and expense reimbursements but before deducting other offering expenses. We
expect to use substantially all of the net proceeds to fund in part our
capital expenditure program, including our drilling and leasing
programs in the Barnett Shale and appraisal well drilling in the North
Sea, and for other corporate purposes. Pending those uses,
we intend to use a portion of the net proceeds to repay the
$50 million of outstanding borrowings under our
revolving credit facility that matures on May 25, 2010. As of September 10, 2007, $50 million
principal amount, bearing interest at a weighted average rate of 7.2%, was outstanding under our
revolving credit facility. We originally borrowed this amount to fund our ongoing exploration
program. The offering is expected to close on or before September 14, 2007, subject to customary
conditions.
The
foregoing descriptions of the Placement Agent Agreement and the
Securities Purchase Agreements
do not purport to be complete and are qualified in their entirety by reference to the full text of
the agreements, which are attached as exhibits to this report and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On September 12, 2007, the Company issued a press release regarding the offering described in
Item 1.01 above, which is furnished as Exhibit 99.1 to this report.
None
of the information furnished in Item 7.01 and the accompanying Exhibit 99.1 will be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
will it be incorporated by reference into any registration statement filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified therein as being incorporated
therein by reference. The furnishing of the information in this report is not intended to, and does
not, constitute a determination or admission by the Company, that the information in this report is
material or complete, or that investors should consider this information before making an
investment decision with respect to any security of the Company.
Certain statements in this report, including but not limited to statements regarding closing
and the use of proceeds and other statements that are not historical facts, are forward looking
statements that are based on current expectations. Although the Company believes that its
expectations are based on reasonable assumptions, it can give no assurance that these expectations
will prove correct. Important factors that could cause actual results to differ materially from
those in the forward-looking statements include satisfaction of closing
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conditions, results of operations, general market conditions, results and dependence on
exploratory drilling activities, results of any drilling operations, operating risks, risks of
foreign operation, risks of offshore operations, oil and gas price levels, land issues,
availability of equipment, weather and other risks described in our Form 10-K for the year ended
December 31, 2006 and our other filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Description |
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1.1
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Placement Agent Agreement between RBC Capital Markets
Corporation and Carrizo Oil & Gas, Inc., dated September
10, 2007. |
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5.1
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Exhibit 5.1 Opinion of Baker Botts L.L.P. |
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10.1
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Form of Securities Purchase Agreement between Carrizo Oil &
Gas, Inc. and the purchasers named therein. |
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23.1
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1). |
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99.1
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Press Release issued by the Company on September 12, 2007. |
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