CARRIZO OIL & GAS INC

CARRIZO OIL & GAS INC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

CARRIZO OIL & GAS INC suspended its duty to file periodic reports with the SEC.

listing compliance notice

On Dec 20, 2019, after both companies' common shareholders approved, Carrizo merged into Callon, with Callon surviving. Each Carrizo common share was cancelled and converted into 1.75 Callon shares (cash for fractions), the lower ratio from the November amendment rather than the original 2.05. The 8.875% preferred stock was redeemed for cash at a total of $220.4M, the BNP Paribas credit agreement was paid off and terminated, Carrizo stock will stop trading on Nasdaq before the open on Dec 23, 2019, and Carrizo intends to file to suspend its reporting obligations. This resolves the Callon merger thread and ends Carrizo as a standalone company.

business combination

CARRIZO OIL & GAS INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

Carrizo and Callon amended the merger on Nov 13, 2019, cutting the exchange ratio from 2.05 to 1.75 Callon shares per Carrizo share, a lower payout for Carrizo shareholders than the original deal. The amendment also lowers the termination fee Carrizo might owe from $47.4M to $20.0M and removes Carrizo's expense reimbursement obligation, and Callon would pay $10.0M if its own shareholders vote the deal down; both companies adjourned their Nov 14 meetings to December (Callon to Dec 13 then Dec 20, Carrizo to Dec 20). This changes the terms of the open Callon merger thread.

business combination

Carrizo and Callon mailed the final joint proxy statement for the July 2019 merger, with both shareholder meetings set for Nov 14, 2019 in Houston. Carrizo holders vote on the merger (needing two-thirds of common shares) and the Carrizo board unanimously recommends FOR. At the fixed 2.05 exchange ratio, each Carrizo share was worth about $13.12 at announcement but about $8.00 on Oct 8, 2019 based on Callon's falling share price. Carrizo holders would own about 46% of Callon after closing. The merger has not yet been approved or closed.

business combination

On July 14, 2019 Carrizo agreed to merge into Callon Petroleum, with Callon surviving. Each Carrizo common share would convert into 2.05 Callon shares, subject to approval by two-thirds of Carrizo common shareholders, Callon shareholder approvals, regulatory waiting periods and other conditions. The 8.875% preferred stock would convert into a matching Callon preferred if holders approve, otherwise Carrizo would redeem it for cash. Carrizo's equity awards convert into Callon shares or rights. Two Carrizo-designated directors plus one designated by Callon join Callon's board. This is a new thread that would end Carrizo as a standalone company if completed, but it is not yet complete.

business combination

On Oct 29, 2018 Carrizo amended its bank credit facility (thirteenth amendment), setting the borrowing base at $1.3 billion with a $1.1 billion commitment and lowering interest margins. It also confirmed it will redeem the remaining $130.0 million of 7.50% Senior Notes due 2020 on Nov 19, 2018 at 100% of principal plus accrued interest, mainly funded by revolver borrowings. This continues the debt clean-up of the 2020 notes started after the Eagle Ford sale.

material agreement

On Aug 14, 2018 Carrizo agreed to sell 9,500,000 new common shares to the public at $23.00 each ($22.5525 net) through Citigroup and Goldman Sachs, closing expected Aug 17, 2018. The money is meant to pay the closing price of a pending Delaware Basin purchase of about 10,600 gross (9,600 net) acres in Reeves and Ward Counties, Texas (a $21.5 million deposit was already paid), and for general corporate purposes. Existing shareholders are diluted by the new shares.

material agreement

The sale of part of Carrizo's Eagle Ford assets to EP Energy, agreed Dec 11, 2017 for $245.0 million, closed on Jan 31, 2018, with net proceeds of $236.2 million after preliminary adjustments (a $24.5 million deposit plus $211.7 million at closing). The proceeds were used to repay revolver borrowings pending redemption of 7.50% Senior Notes due 2020 called for Feb 18 and Mar 2, 2018, and the revolver borrowing base fell from $900.0 million to $830.0 million (commitment unchanged at $800.0 million). This resolves the pending EP Energy sale.

asset acquisition disposition

On December 11, 2017 Carrizo agreed to sell part of its Eagle Ford assets to EP Energy E&P Company for about $245.0 million in cash, effective October 1, 2017, with closing expected in late January 2018 and no assurance on timing. Carrizo says it intends to use the net proceeds to retire debt. This is a disposal of part of its core Eagle Ford position, which it added to in 2016 with the Sanchez purchase; the filing does not say which acreage is included or how much production is being sold.

material agreement

On August 10, 2017 Carrizo closed the ExL Delaware Basin acquisition: about 16,508 net acres in Reeves and Ward Counties, Texas, for about $676.0 million in cash (including the $75.0 million deposit), roughly $28.0 million above the announced $648.0 million because of closing adjustments, with further post-closing adjustments possible. The contingent payments of up to $50.0 million a year (capped at $125.0 million) if WTI averages above $50 in 2018-2021 remain. At the same time Carrizo issued 250,000 shares of 8.875% Redeemable Preferred Stock and warrants for 2,750,000 common shares at $16.08 to GSO funds for about $236.2 million net, which is below the roughly $242.5 million expected in June. The preferred ranks ahead of common shareholders, and the filing sets out dividend terms and limits on common payouts above $15 million a year in some circumstances. This resolves the ExL closing and the GSO financing threads.

asset acquisition disposition

The $250.0 million 8.25% Senior Notes due July 15, 2025 closed on July 14, 2017, completing the offering agreed on June 29. The notes are unsecured and guaranteed by Carrizo's subsidiaries, with interest paid every January 15 and July 15 starting January 15, 2018. They carry a special redemption at the offering price if the ExL acquisition is terminated or not completed by October 28, 2017; that feature ends once ExL closes.

debt financing

On June 28, 2017 Carrizo agreed to sell 15,600,000 new common shares to underwriters led by Goldman Sachs and Wells Fargo Securities at $14.60 to the public ($14.28 net per share), with closing expected July 3, 2017. Proceeds are to fund part of the pending ExL Delaware Basin purchase and general corporate purposes, and pending closing to reduce revolver borrowings, including those used for the $75.0 million deposit. Existing shareholders are diluted by the new shares; this is the equity piece of the ExL financing. (Gross proceeds are not stated in the filing; 15.6M x $14.28 is roughly $223M net, an inference.)

material agreement

On June 29, 2017 Carrizo agreed to sell $250.0 million of 8.25% Senior Notes due 2025 to underwriters led by Citigroup and Merrill Lynch, with closing expected July 14, 2017. Proceeds are to fund part of the pending ExL Delaware Basin purchase and general corporate purposes, and meanwhile to pay down the revolver, including the borrowings used for the $75.0 million ExL deposit. If the ExL deal is not completed by October 28, 2017 or the agreement is terminated, Carrizo must redeem the notes at the initial offering price plus accrued interest. This is one of the debt/equity financings for ExL flagged in earlier filings.

material agreement

On June 28, 2017 Carrizo agreed to sell GSO Capital Partners funds 250,000 shares of 8.875% redeemable preferred stock plus warrants for 2,750,000 common shares (exercise price $16.08) at $970 per preferred share, for expected net proceeds of about $242.5 million. The money is to fund part of the ExL Delaware Basin acquisition, and closing is expected in August 2017, conditional on the ExL closing and other financings. The preferred ranks ahead of common stock for dividends and in liquidation, and the warrants would dilute common holders if exercised.

capital raising announcement

On June 28, 2017 Carrizo agreed to buy about 16,488 net acres in the Delaware Basin (Reeves and Ward Counties, Texas) from ExL Petroleum, a Quantum Energy Partners portfolio company, for about $648.0 million in cash, with a $75.0 million deposit paid and closing expected in mid-August 2017. It may owe up to $50.0 million a year (capped at $125.0 million) if WTI averages above $50 in 2018-2021. The company also signed a tenth credit facility amendment, raised 2017 oil production guidance to 35,700-36,000 Bbls/d, and said it is starting to sell Marcellus and Utica assets, targeting $300 million of proceeds from non-core sales. This is a major Delaware Basin purchase, following the 2016 Eagle Ford purchase from Sanchez.

material agreement

Carrizo signed an underwriting agreement on Oct 24, 2016 with Citigroup and Wells Fargo Securities to sell up to 6,900,000 new common shares (including a 900,000-share option) at $37.32 per share to the company, closing expected Oct 28, 2016. Proceeds are meant to fund the pending Sanchez Eagle Ford acquisition, with any excess going to general corporate purposes. Existing shareholders are diluted, and the offering is not conditioned on the acquisition closing.

material agreement

On Oct 24, 2016 Carrizo agreed to buy about 15,000 net acres in the Eagle Ford Shale from Sanchez Energy for roughly $181.0 million in cash, with closing expected around Dec 14, 2016. The company estimates Q3 2016 production at 40,762 Boe/d (above its 37,433-38,700 guidance), an estimated after-tax impairment of $68.3 million, and says lenders kept the borrowing base at $600.0 million with about $121.0 million drawn as of Oct 21, 2016. It also added 2017 oil and gas swaps and said it may sell non-core assets, possibly including Delaware Basin assets.

production update

Carrizo signed an eighth amendment to its Wells Fargo-led revolving credit facility on May 3, 2016, cutting the borrowing base from $685.0 million to $600.0 million and tightening terms. The amendment swaps the Total Debt/EBITDA covenant for a Total Secured Debt/EBITDA limit of 2.00x, adds a minimum EBITDA/Interest ratio of 2.50x, raises loan margins by 0.50%, and caps new senior notes at $400.0 million. This is a tougher version of the covenant relief and borrowing base changes that were pending in late 2015. The filing also furnishes the Q1 2016 earnings press release, whose figures are not in the text provided.

material agreement

On Oct 15, 2015 Carrizo agreed to sell 6,325,000 common shares at $37.80 per share to the company through Credit Suisse and Citigroup; the underwriters exercised their 825,000-share option in full on Oct 16. Proceeds are to repay revolver debt, with the rest for general purposes including possible Permian Basin acquisitions. Closing was expected Oct 21, 2015. Existing shareholders are diluted, and the price is below the $44.75 paid in March 2015.

material agreement

Carrizo estimated Q3 2015 production at 35,948 Boe/d, above its 33,133-34,300 guidance, and raised 2015 oil guidance to 22,750-22,850 Bbls/d. It expects a Q3 after-tax full cost ceiling impairment of $550.0M-$650.0M, which the filing attributes primarily to the significant drop in crude oil prices beginning in Q4 2014. The agent recommended keeping the borrowing base at $685.0M and loosening the Total Debt/EBITDA covenant to 4.75x through 2016, subject to lender approval. Carrizo closed a small Permian bolt-on and is negotiating more Delaware Basin acquisitions, with no agreements signed. It also added 2016 oil swaps of 8,000 Bbls/d at about $60.03 and sold calls for 2017-2020.

production update

The $650.0M 6.25% Senior Notes due 2023 closed April 28, 2015, as unsecured notes guaranteed by subsidiaries, maturing April 15, 2023. The tender offer for the 8.625% Senior Notes due 2018 expired April 23, 2015, and Carrizo accepted $264,202,000 of principal for payment. This completes the new notes sale and tender announced April 16; the filing does not say what happens to the remaining 8.625% notes, so the conditional redemption outcome is not shown here.

debt financing

On April 14, 2015 Carrizo and its subsidiary guarantors agreed to sell $650.0M of 6.25% Senior Notes due 2023. At the same time it launched a cash tender offer for any and all of its 8.625% Senior Notes due 2018, with a conditional redemption of any not tendered. Part of the proceeds will fund buying back or redeeming the 8.625% notes, with any excess used to repay revolver borrowings. Closing was expected April 28, 2015. This begins the refinancing of the 2018 notes.

material agreement

On March 16, 2015 Carrizo agreed to sell 4,500,000 new common shares to underwriters Citigroup and Goldman Sachs at $44.75 per share to the company, with an option for 675,000 more. Proceeds are to repay revolver borrowings and for general corporate purposes. Closing was expected March 20, 2015. Existing shareholders are diluted by the new shares; this is the second offering of 4,500,000 shares, after the Nov 2013 one at $44.00.

material agreement

Carrizo sold $300M of additional 7.50% Senior Notes due 2020 in a private placement that closed Oct 30, 2014, guaranteed by its subsidiaries. Proceeds are to fund the Eagle Ford Minerals acquisition ($243.0M, of which $93.0M was already paid via the revolver) and repay revolver debt. Under a registration rights agreement, Carrizo must try to register an exchange of these for registered notes. This follows the notes offering announced in the Oct 27 acquisition filing.

debt financing

On Oct 24, 2014 Carrizo closed the purchase from Eagle Ford Minerals of extra Eagle Ford interests (about 6,820 net acres, 20.1 net producing wells), taking it from a 75% to 100% working interest in properties it already operated. Price is $243.0M cash net of adjustments: about $93.0M paid at closing and $150.0M due by Feb 16, 2015, funded by revolver borrowings and a proposed notes offering. The company estimates 16.7 MMBoe of proved reserves on these properties (internal estimate). The banks also lifted the borrowing base to $800M from $675M, with commitments limited to $685M. The filing also announces a proposed senior notes offering.

asset acquisition disposition

On Nov 6, 2013 Carrizo agreed to sell 4,500,000 new common shares to underwriters (RBC, Wells Fargo Securities, Global Hunter) at $44.00, or $42.24 net per share, with an option for 675,000 more. Proceeds are to fund its increased capital plan, including the recently completed Utica Shale acreage acquisition and accelerated Eagle Ford fracking, plus general purposes. Existing shareholders are diluted by the new shares; closing expected Nov 13, 2013.

material agreement

On Oct 9, 2013 Carrizo signed the Fourth Amendment to its revolving credit facility (Wells Fargo agent): maturity extended from Jan 27, 2016 to July 2, 2018, maximum commitments raised from $750M to $1.0B, and interest margins lowered. The senior debt/EBITDA and EBITDA/interest covenants were removed, while total debt/EBITDA and current ratio covenants remain. Borrowing base stays at $530M until the Barnett sale closes, then drops automatically to $470M; banks supported $535M but Carrizo chose to request $470M, saying that is enough liquidity and controls unused-commitment fees.

debt financing

Carrizo agreed on Sept 3, 2013 to sell substantially all of its remaining Barnett Shale assets to affiliates of EnerVest for about $218.0 million in cash plus assumed liabilities, expected to close in late October. The press release adds sales of its Camp Hill Field (East Texas) interest and some undeveloped Marcellus acreage, for about $268.0 million total including roughly $250.4 million cash. Proceeds are meant to repay revolver borrowings and fund part of 2013 spending, largely in the Eagle Ford. This continues the Barnett exit begun with the 2012 sale to Atlas Resource Partners.

material agreement

Carrizo closed the $300 million 7.50% Senior Notes due 2020 offering on September 10, 2012. The notes are unsecured and guaranteed by its subsidiaries, with interest paid every March 15 and September 15 starting March 15, 2013. They mature September 15, 2020 and can be redeemed early under set terms. This completes the deal announced September 5.

debt financing

On September 5, 2012 Carrizo agreed to sell $300 million of 7.50% Senior Notes due 2020 to underwriters, with closing expected September 10. It expects net proceeds of about $294.2 million to repay revolver borrowings and for general corporate purposes. This uses the extra note capacity created by the credit facility amendement days earlier.

material agreement

Carrizo amended its revolving credit facility on September 4, 2012 to raise the room for additional senior notes from $200 million to $350 million. It also gave a 2012 plan of $600 million gross U.S. capital spending ($350 million net of asset-sale proceeds), most of it for Eagle Ford drilling ($378 million), plus production of 24.2 MBoe/d as of August 27 and June 30 proved reserves of 103.5 MMBoe. The amendment names Wells Fargo as administrative agent, whereas the 2011 agreement named BNP Paribas.

material agreement

On April 30, 2012 Carrizo closed the sale of part of its Barnett Shale properties to a subsidiary of Atlas Resource Partners for about $187 million in cash (subject to adjustments). The properties held about 312 Bcfe of proved reserves at year-end 2011. Substantially all proceeds went to pay down the revolver, no gain or loss was booked, and the spring borrowing base was set at $325 million, down from $340 million in fall 2011.

asset acquisition disposition

On November 14, 2011 Carrizo agreed to sell an additional $200 million of 8.625% Senior Notes due 2018, closing November 17, with expected net proceeds of about $192.8 million. It plans to use the money to repay a substantial portion of its US bank credit facility. The notes are added to the existing 2018 series, so total notes of this type rise to $600 million (inference from adding $200 million to the earlier $400 million), and a registration rights agreement requires a later exchange offer.

debt financing

On March 30, 2011 Carrizo said its third-quarter 2010 results should no longer be relied on. The $20.8 million it received from the Avista-affiliated ACP II Marcellus investment should reduce the cost of its oil and gas properties rather than count as income. The restatement cuts previously reported net income and shareholders' equity by $11.5 million for the three and nine months to September 30, 2010 (a $0.32 and $0.34 per share reduction). The company says it does not affect cash, liquidity or its credit-facility covenant compliance or borrowing capacity. This is a further accounting correction following the 2009 restatement.

financial restatement

On January 27, 2011 Carrizo signed a new bank credit facility with BNP Paribas as agent: up to $750 million (initial borrowing base $350 million), maturing January 27, 2016, and it borrowed $112 million to repay the old 2006 credit agreement in full. This delivers the amend-and-restate flagged earlier, with maturity extended to 2016 rather than 2015. On January 28 it also signed a separate limited-recourse facility for its UK Huntington Field share: a $55 million term loan, $6.5 million cost-overrun loan and $22.5 million post-completion facility, after a roughly $19 million equity contribution; the company must fund any cost overruns beyond those sources. This resolves the open Huntington financing thread.

material agreement termination

Carrizo agreed on December 9, 2010 to sell 3,500,000 new common shares to Credit Suisse at $28.90 per share to the company, and the underwriter's option for 475,000 more shares was exercised in full. It plans to repay revolving credit facility borrowings with the proceeds and then use the freed capacity for its 2011 Eagle Ford and Niobrara spending. This issuance adds to the share count, and closing was expected December 15, 2010.

material agreement

Carrizo reported early Eagle Ford results: its first two wells produce about 1,260 barrels of oil a day combined, and a third well flowed 1,035 barrels of oil a day in a 24-hour test. Its Niobrara drilling is proceeding, with first results expected before year-end. Fourth-quarter production is now estimated at 114 Mmcfe/d, about 5% below prior guidance, due to continued Barnett connection delays, though the roughly 127 Mmcfe/d year-end exit rate is still expected if hookups are on schedule. The company also expects the lenders to be advised to cut the $350 million borrowing base, and says the UK government approved the Huntington Field development, with first production expected in Q1 2012 and about $50 million of 2011 spending.

drilling progress report

Carrizo closed a $400 million sale of 8.625% Senior Notes due 2018 on November 2, 2010, with expected net proceeds of about $387.7 million. It plans to repay the bank credit facility in full, then use the rest, plus bank borrowings, to fund the tender offer for up to $300 million of its 4.375% convertible notes, or otherwise to fund its expanded capital programme (including Eagle Ford and Niobrara) and general purposes. This carries out the financing flagged in the October 25 filing, replacing bank debt and convertible debt with fixed-rate notes that pay interest twice yearly from April 15, 2011.

debt financing

Carrizo amended its credit agreement a fourteenth time to allow up to $425 million of new senior notes and a tender offer for its 4.375% convertible notes due 2028 (the tender offer is allowed only if at least $200 million is raised from the notes). Once notes are issued, the bank debt must be repaid in full, and the borrowing base is reduced when convertible notes are bought. The filing also raises the 2010 capital plan to $280 million (from $225 million), estimates 2010 production at about 38 Bcfe, and says fourth-quarter production should average about 120 Mmcfe/d, with Barnett pipeline connection delays holding back new output. Carrizo also says it intends to amend and restate the credit facility to extend maturity to 2015 by the end of April 2011.

material agreement

On September 10, 2010 Carrizo sold 20% of its interests in some Pennsylvania Marcellus Shale properties to Reliance for $11.4 million in cash (up to $1.7 million more expected in 2010), and formed a new joint venture with Reliance over about 104,400 gross acres. Carrizo keeps a 40% working interest and stays operator; Reliance takes 60% and will pay 75% of Carrizo's share of certain development costs, up to about $52 million, until September 2012. Avista (the existing Marcellus partner) sold its entire interest in the same properties to Reliance for about $327 million, and Carrizo expects up to about $44 million in distributions from that. The Avista joint venture continues on about 140,000 gross acres, mainly in West Virginia and New York. The credit agreement was amended a thirteenth time to allow this.

material agreement

Carrizo sold 2,800,000 new shares at $23.50 each ($23.00 net of underwriting discount) through Wells Fargo Securities, plus 420,000 more shares from the underwriter's fully exercised option. This was upsized from an original 2.5 million shares. Proceeds will repay revolving credit facility borrowings, freeing capacity for a 2010 capital budget raised from $170 million to $225 million. The company also announced a new growth strategy in oil and liquids-rich plays in the Eagle Ford (LaSalle County, Texas) and Niobrara (Weld County, Colorado). Issuing shares dilutes existing holders.

material agreement

On December 16, 2009 an Eleventh Amendment raised Carrizo's borrowing base from $290 million to $350 million and lender commitments from $284 million to $350 million, under the Wells Fargo-led facility. The filing also furnishes press releases, including one on a strategic joint venture with Sumitomo Corporation in the Barnett Shale; terms of that venture are not in the filing text.

material agreement

Carrizo said investors should not rely on its 2008 annual and first-quarter 2009 financial statements, and will restate them after finding non-cash errors in how it calculated its oil and gas property write-downs (ceiling test) and deferred taxes. The 2008 net loss rises from $17.9 million to $45.0 million (impairment $178.5 million versus $138.6 million), while the Q1 2009 net loss falls from $148.3 million to $124.2 million. The filing says the figures are preliminary. It also furnishes second-quarter 2009 results. Possibly connected to the auditor change a couple of months earlier, but the filing does not say so (inference only).

financial restatement