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
20, 2006
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
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000-29187-87
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76-0415919
|
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
|
|
incorporation)
|
File
Number)
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Identification
No.)
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1000
Louisiana Street
Suite
1500
Houston,
Texas
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77002
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(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
1.01 Entry
Into a Material Definitive Agreement.
On
December 20, 2006,
Carrizo
Oil & Gas, Inc., a Texas corporation (the “Company” or “we”), entered into
an amendment, effective as of December 19, 2006, to our Second Lien Credit
Agreement with Credit Suisse, as Administrative Agent and Collateral Agent
(the
“Agent”), the guarantors party thereto and the lenders party thereto (the
“Second Lien Credit Facility”). The amendment increases the principal amount
available for borrowings under the Second Lien Credit Facility from $150
million
to $225 million. The amendment also includes the following, without limitation:
(1) a reduction in the interest rate on each Eurodollar Loan such that it
is the
adjusted LIBO Rate plus a margin of 4.75%; (2) a reduction in the interest
rate
on each Base Rate Loan such that it is (i) the greater of the Agent’s Prime Rate
and the Federal Funds Effective Rate plus 0.5%, plus (ii) a margin of 3.75%;
(3)
an adjustment to the minimum quarterly interest coverage ratio such that
it is
2.75 to 1.0 through and including December 31, 2007 and 3.0 to 1.0 thereafter;
(4) an adjustment to the minimum quarterly proved reserve coverage ratio
such that it is 1.5 to 1.0 through December 31, 2007 and 2.0 to 1.0 thereafter;
and (5) a maximum total net recourse debt to EBITDA ratio of not more than
3.75 to 1.0 through December 31, 2007 and 3.25 to 1.0 thereafter.
Funding
of additional borrowings under the amendment to the Second Lien Credit Facility
is subject to customary closing conditions. The Company expects borrowings
to
take place on January 3, 2007, with net proceeds after payment of fees of
approximately $72 million. The proceeds from additional borrowings under
the
amendment to the Second Lien Credit Facility are expected to be used to repay
outstanding indebtedness under our First Lien Facility, pay associated
transaction costs, to partially fund our ongoing capital expenditures program
and for other general corporate purposes.
On
December 20, 2006, in connection with the execution of the amendment to our
Second Lien Credit Facility, we entered into an amendment effective as of
December 19, 2006 to our first lien credit facility with JPMorgan Chase Bank,
N.A., as Administrative Agent, the guarantors and the lenders party thereto
(the
“First Lien Credit Facility”). Such amendment includes, without limitation: (1)
a revised borrowing base availability of $54.3 million (after the
borrowings under the amendment to the Second Lien Credit Facility are made);
(2) an adjustment to the maximum total net recourse debt to EBITDA ratio,
such that the maximum is 3.75 to 1.0 through December 31, 2007 and 3.25 to
1.0
thereafter; and (3) the revision of other provisions and the addition of a
consent which permit the additional indebtedness incurred and the liens granted
under the amendment to the Second Lien Credit Facility described
above.
The
foregoing descriptions of the amendment to the Second Lien Credit Facility
and
the amendment to the First Lien Credit Facility are not complete and are
qualified by reference to the complete documents which are attached hereto
as
exhibits and incorporated herein by reference.
Item
2.03 Creation
of a Direct Financial Obligation.
On
December 20, 2006, we entered into an amendment effective as of December
19,
2006 to each of our Second Lien Credit Facility and our First Lien Credit
Facility which increased the principal amount available for borrowings under
the
Second Lien Credit Facility by
2
$75
million and will revise the borrowing base under the First Lien Credit
Facility to $54.3 million after
the
funding of the $75.0 million, as described above. The discussion
under Item 1.01 of this Current Report is incorporated herein by
reference.
Item
7.01 Regulation
FD Disclosure.
On
December 21, 2006, we issued a press release regarding the execution of
the
amendments to our First Lien Credit Facility and our Second Lien Credit
Facility, 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
funding under the Second Lien Credit Facility, benefits and effects of
the
amendments to the credit agreements, our capital expenditures program and
the
use of proceeds from the Second Lien Credit Facility 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 a determination as to the amount of borrowings to be made under
the
amendment to the Second Lien Credit Facility, satisfaction of conditions
to
funding borrowings under the amendment to the Second Lien Credit
Facility,
our
results of operations, general market conditions and other risks described
in
our Form 10-K/A for the year ended December 31, 2005 and our other filings
with
the Securities and Exchange Commission.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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10.1
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|
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10.2
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3
4
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: December
22, 2006
INDEX
OF EXHIBITS
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Exhibit
Number
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Description
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10.1
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|
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10.2
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99.1
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