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 19, 2008
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
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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1000 Louisiana Street
Suite 1500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
May 20, 2008, Carrizo Oil & Gas, Inc. (the
“Company”) entered into the Fourth Amendment to
Credit Agreement (the “Fourth Amendment”), which amends the Credit Agreement dated as of
May 25, 2006 among the Company, certain subsidiaries of the Company, the lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent as previously amended by the First Amendment
dated December 19, 2006, the Second Amendment dated September 11, 2007 and the Third Amendment
dated December 20, 2007 (the “Credit Agreement”).
Pursuant to the Fourth Amendment, the Credit Agreement has been amended to, among other
things, permit the Company’s proposed issuance of Senior Convertible Notes. The Fourth Amendment
further provides that in the event the outstanding principal balance of the indebtedness under the
indenture pursuant to which the convertible notes are issued exceeds $225,000,000 at any time, the
Borrowing Base (as such term is defined in the Credit Agreement) will be reduced by $1.00 for every
$4.00 of such additional indebtedness as of the date such additional indebtedness is incurred. The
Fourth Amendment also provides that until all borrowings outstanding under the Company’s Second
Lien Credit Facility dated July 21, 2005 are repaid in full, the net cash proceeds of any issuance
of convertible notes will be applied by the Company to prepay such outstanding borrowings.
As
of May 19, 2008, $70.0 million of borrowings was outstanding under the Credit
Agreement, bearing interest at a weighted average rate of 4.50% per annum. Borrowings under the
Credit Agreement have been used to fund the Company’s drilling and land acquisition programs and
for other general corporate purposes.
Item 7.01 Regulation FD Disclosure.
On May 21, 2008, the Company issued a press release announcing an underwritten, public
offering of its Senior Convertible Notes due 2028 pursuant to the Company’s registration statement
on Form S-3 (File No. 333-142346). The Notes are convertible into shares of the Company’s common
stock, par value $0.01 per share. The press release 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 credit facility, benefits and effects of the amendments to the credit facility, the
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capital expenditures program, the use of proceeds from the credit facility, the completion of
the offering 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 credit facility, satisfaction of conditions to funding borrowings under the
amendment to the credit agreement, our results of operations, general market conditions,
satisfaction of the offering’s closing conditions and other risks described in the Company’s Form
10-K for the year ended December 31, 2007 and its other filings with the Securities and Exchange
Commission.
Item 8.01 Other Events.
On May 19, 2008, Quest Resource Corporation announced that it had terminated the merger
agreement with Pinnacle Gas Resources, Inc. (“Pinnacle”) on May 16, 2008. Pursuant to the terms of
the merger agreement, either party had the right to terminate if the terms and conditions of the
proposed merger were not agreed to and completed by May 16, 2008. CCBM, Inc., a wholly-owned
subsidiary of the Company, owns less than 10% of the outstanding common stock of Pinnacle.
Item 9.01 Financial Statements and Exhibits.
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Description |
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99.1
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Press Release issued by the Company on May 21, 2008. |
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