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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 24, 2010
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction of
incorporation)
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000-29187-87
(Commission
File Number)
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76-0415919
(I.R.S. Employer
Identification No.) |
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| 1000 Louisiana Street |
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| Suite 1500 |
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Houston, Texas
(Address of principal executive offices)
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77002
(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))
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The previously announced tender offer by Carrizo Oil & Gas, Inc. (“Carrizo”) for up to $300
million aggregate principal amount of its outstanding Convertible Senior Notes (the “Convertible
Senior Notes”) expired at 5:00 p.m., New York City time, on November 23, 2010 (the “Expiration
Date”). Carrizo has accepted for purchase $300,000,000 aggregate principal amount of Convertible
Senior Notes that were validly tendered and not withdrawn as of the Expiration Date for an
aggregate consideration of approximately $306,307,292, including accrued and unpaid interest on the
Convertible Senior Notes. Because the tender offer was oversubscribed, the aggregate principal
amount of Convertible Senior Notes that Carrizo purchased from each tendering noteholder was
prorated. Carrizo has been informed by Wells Fargo Bank, National Association, the depositary for
the tender offer, that the proration factor is approximately 83.4%. In accordance with the terms
of the tender offer, the depositary will promptly issue payment for the Convertible Senior Notes
accepted for purchase and will return all other Convertible Senior Notes tendered.
On November 24, 2010, Carrizo issued a press release announcing the results of the tender
offer. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits.
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| Exhibit Number |
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Description |
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99.1 |
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Press Release dated November 24, 2010 announcing the
results of the tender offer. |
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.
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CARRIZO OIL & GAS, INC.
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By: |
/s/ Paul F. Boling
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Name: |
Paul F. Boling |
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Title: |
Vice President and Chief Financial Officer |
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Date: November 24, 2010
Exhibit Index
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| Exhibit Number |
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Description |
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99.1 |
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Press Release dated November 24, 2010 announcing the
results of the tender offer. |