Attached files
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 14, 2009
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
1.01 Entry
into a Material Definitive Agreement.
On
December 16, 2009, Carrizo Oil & Gas, Inc. (the “Company”) entered into
the Eleventh Amendment (the “Eleventh Amendment”) to the Credit Agreement dated
as of May 25, 2006 among the Company, certain subsidiaries of the
Company, the lenders party thereto and Wells Fargo Bank, N.A., as administrative
agent (the “Credit Agreement”).
Pursuant
to the Eleventh Amendment, the Credit Agreement was amended to, among other
things, (1) increase the borrowing base from $290 million to $350 million and
(2) increase the aggregate commitments of the lenders under the Credit Agreement
from $284 million to $350 million.
The
foregoing description of the Eleventh Amendment is not complete and is qualified
by reference to the complete document, which is filed as an exhibit to this
Current Report and incorporated by reference herein.
Item
7.01 Regulation
FD Disclosure.
On
December 14, 2009, the Company issued a press release regarding an agreement by
its bank syndicate to increase the Company’s borrowing base under the Credit
Agreement and an update on the Company’s hedging program, which is furnished as
Exhibit 99.1 to this report.
On
December 15, 2009, the Company issued a press release regarding a strategic
joint venture with Sumitomo Corporation in the Barnett Shale, which is furnished
as Exhibit 99.2 to this report.
Statements
in the press releases furnished in Exhibits 99.1 and 99.2 that are not
historical facts, including those related to capital expenditures, future credit
facility redeterminations, confidence of the Company’s banking consortium in the
Company’s assets and business strategy, additional available liquidity, and the
effectiveness (including timing) of the expected borrowing base and credit
commitment increases, effect and
results of the joint venture, future drilling and completion and other
operations, Sumitomo Corporation’s participation in wells and expansion of the
relationship with Sumitomo Corporation, 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 the failure of the lenders to agree to definitive agreements to effect
the expected borrowing base and credit commitment increases, actions by Sumitomo Corporation,
market and other conditions, capital needs and uses, commodity price
changes, effects of the global financial crisis on exploration activity, results
of and dependence on exploratory drilling activities, operating risks, governmental regulation and permitting,
other land issues, weather, and other risks described in the Company’s
Annual Report on Form 10-K/A for the year ended December 31, 2008 and its other
filings with the Securities and Exchange Commission.
None of
the information furnished in Item 7.01 and the accompanying exhibits 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 and
the
2
accompanying
exhibits is not intended to, and does not, constitute a determination or
admission by the Company, that the information in this report and the
accompanying exhibits is material or complete, or that investors should consider
this information before making an investment decision with respect to any
security of the Company.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
3
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
17, 2009
Exhibit
Index
Exhibit Description