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): September 4, 2012

 

 

CARRIZO OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   000-29187-87   76-0415919

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

500 Dallas Street

Suite 2300

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 September 4, 2012, Carrizo Oil & Gas, Inc. (the “Company” or “we”) entered into the Second Amendment to its senior secured revolving credit facility (the “Amendment”) to increase the basket available for issuances of additional senior notes. Prior to giving effect to the amendment, the Company had $200.0 million of availability in its basket for issuances of additional senior notes, and the amendment increases the available amount of this basket to $350.0 million.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01 Reg FD Disclosure

As of August 27, 2012, total production was estimated to be 24.2 MBoe/d, including 8,165 Bbls/d of oil (or approximately 30% of total production). Total production for the third quarter of 2012 is expected to be 23—24 MBoe/d, or 16% higher than production for the third quarter of 2011. As previously disclosed, oil production for the third quarter of 2012 is expected to be 7,800—8,200 Bbls/d (or approximately 34% of total production).

As previously disclosed, as of June 30, 2012, based on the Company’s internal estimates using SEC pricing for the 12 months ended June 30, 2012, total proved reserves were estimated to be 103.5 MMBoe. This total consisted of 2.4 MMBoe of proved reserves in the Niobrara Formation, 33.6 MMBoe of proved reserves in the Eagle Ford Shale, 342.5 Bcfe of proved reserves in the Barnett Shale, and 38.5 Bcfe of proved reserves in the Marcellus Shale. Internal estimates of reserves are subject to change and may have less certainty than reserve estimates prepared by our outside reserve engineering firms.

None of the information furnished in this Item 7.01 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 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 8.01 Other Events

2012 Capital Expenditure Plan and Funding Strategy. The Company’s gross U.S. capital expenditures for 2012 are expected to be $600.0 million, or $350.0 million net of capital raised through completed and expected asset sales in 2012. Management estimates that this plan currently includes approximately $522.0 million for drilling and completion activities (approximately $378.0 million for the Eagle Ford Shale, $61.0 million for the Niobrara Formation, $54.0 million for the Marcellus Shale and $29.0 million for the Barnett Shale) and $78.0 million for land, seismic and other activities. This plan does not include expected capital expenditures for the Huntington Field development project in the U.K. North Sea of $35.0 million, all of which is expected to be funded by our Huntington Facility. Our capital program could vary depending upon various factors, including the availability and cost of drilling rigs, land and industry partner issues, our available cash flow and financing, success of drilling programs, weather delays, commodity prices, market conditions, the acquisition of leases with drilling commitments and other factors.

 

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On May 2, 2012, the Company filed a Current Report on Form 8-K disclosing its, along with certain of its wholly-owned subsidiaries, closing on a definitive agreement to sell, effective January 1, 2012, a portion of its properties in the Barnett Shale to a subsidiary of Atlas Resource Partners, L.P. (NYSE: ARP) for approximately $187.0 million in cash, subject to final post-closing adjustments (the “Sale”). The Current Report on Form 8-K filed on May 2, 2012 provided pro forma financial information with respect to the Sale as of and for the year ended December 31, 2011. Certain additional pro forma financial information with respect to the Sale for the six months ended June 30, 2012 is provided in Item 9.01 to this Current Report on Form 8-K.

Statements in this report that are not historical facts, including expectations regarding production and capital expenditures 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 actions by governmental authorities, joint venture partners, industry partners, lenders and other third parties, market and other conditions, availability of well connects, capital needs and uses, commodity price changes, effects of the global economy on exploration activity, results of and dependence on exploratory drilling activities, operating risks, right-of-way and other land issues, availability of capital and equipment, weather, and other risks described in the Company’s Form 10-K for the year ended December 31, 2011 and its other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

 

(b) Pro Forma Financial Information.

Unaudited pro forma financial information of the Company to give effect to the Sale is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

 

   

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2012

 

(d) Exhibits.

 

Exhibit Number

  

Description

10.1    Second Amendment to Credit Agreement, dated as of September 4, 2012, among Carrizo Oil & Gas, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lender parties thereto.
99.1    Unaudited Pro Forma Condensed Consolidated Statement of Operations of Carrizo Oil & Gas, Inc. for the six months ended June 30, 2012.

 

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: September 5, 2012

 

4


Exhibit Index

 

Exhibit Number

 

Description

10.1   Second Amendment to Credit Agreement, dated as of September 4, 2012, among Carrizo Oil & Gas, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lender parties thereto.
99.1   Unaudited Pro Forma Condensed Consolidated Statement of Operations of Carrizo Oil & Gas, Inc. for the six months ended June 30, 2012.

Exhibit 10.1

S ECOND A MENDMENT

TO

C REDIT A GREEMENT

D ATED AS OF S EPTEMBER  4, 2012

A MONG

C ARRIZO O IL  & G AS , I NC .,

AS B ORROWER ,

W ELLS F ARGO B ANK , N ATIONAL A SSOCIATION ,

AS A DMINISTRATIVE A GENT ,

AND

T HE L ENDERS P ARTY H ERETO


S ECOND A MENDMENT TO C REDIT A GREEMENT

T HIS S ECOND A MENDMENT TO C REDIT A GREEMENT (this “ Second Amendment ”) dated as of September 4, 2012, among CARRIZO OIL & GAS, INC., a Texas corporation (the “ Borrower ”); the Lenders listed on the signature pages hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”).

R E C I T A L S

WHEREAS, the Borrower, the Administrative Agent, the Lenders and the other Agents party thereto are parties to that certain Credit Agreement dated as of January 27, 2011 (as heretofore amended, supplemented or otherwise modified, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower; and

WHEREAS, the Borrower has requested that the Administrative Agent and the Majority Lenders amend certain provisions of the Credit Agreement, and the Administrative Agent and the Majority Lenders are willing to do so on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, to induce the Administrative Agent and the Majority Lenders to enter into this Second Amendment, and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Second Amendment. Unless otherwise indicated, all section references in this Second Amendment refer to sections of the Credit Agreement.

Section 2. Amendments to Credit Agreement .

2.1 Amendments to Section 1.02 .

(a) Section 1.02 is hereby amended by deleting the defined terms “Agreement”, “Existing 2018 Notes”, “Existing 2018 Notes Indenture”, “Permitted Additional Senior Notes” and “Senior Notes” and replacing them with the following:

“‘ Agreemen t’ means this Credit Agreement, as amended by that certain First Amendment dated as of March 26, 2012 and that Second Amendment dated as of September 4, 2012, as the same may from time to time be further amended, modified, supplemented or restated.

Existing 2018 Notes ’ means the Borrower’s 8.625% Senior Notes due 2018 issued on November 2, 2010 pursuant to the Existing 2018 Notes Indenture, the aggregate outstanding principal amount of which as of the Effective Date is $400,000,000.


Existing 2018 Notes Indenture ’ means that certain Indenture dated as of May 28, 2008 among the Borrower, certain Subsidiaries of the Borrower and Wells Fargo Bank, National Association, as trustee, as supplemented by the Fourth Supplemental Indenture dated as of November 2, 2010, the Sixth Supplemental Indenture dated as of May 4, 2011, the Eighth Supplemental Indenture dated as of August 5, 2011 and the Officer’s Certificate dated as of November 17, 2011, and as the same may be amended, restated, modified or further supplemented from time to time (to the extent such amendment, restatement, modification or supplement is applicable to the Existing 2018 Notes or the Additional 2018 Notes) in accordance with the terms of this Agreement.

Permitted Additional Senior Notes ’ means any unsecured senior, senior subordinated or convertible notes issued after the Second Amendment Effective Date by the Borrower under Section 9.02(f).

Senior Notes ’ means the Existing Senior Notes, the Additional 2018 Notes, any Permitted Additional Senior Notes and any Permitted Refinancing Debt in respect thereof.”

(b) Section 1.02 is hereby amended by adding the following defined terms thereto in the appropriate alphabetical order:

“‘ Additional 2018 Notes ’ means the Borrower’s 8.625% Senior Notes due 2018, issued on November 17, 2011 pursuant to the Existing 2018 Notes Indenture, the aggregate outstanding principal amount of which as of the Second Amendment Effective Date is $200,000,000.

Second Amendment Effective Date ’ means September 4, 2012.”

2.2 Amendments to Section 9.02 .

(a) Section 9.02(f) is hereby amended by deleting the reference to “$400,000,000” and replacing it with “$350,000,000”.

(b) Section 9.02 is hereby amended by adding a new clause (k) thereto reading in its entirety as follows:

“(k) the Additional 2018 Notes and any Permitted Refinancing Debt in respect thereof.”

Section 3. Conditions Precedent . This Second Amendment shall become effective on the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02) (such date, the “ Second Amendment Effective Date ”):

3.1 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

 

2


3.2 The Administrative Agent shall have received from the Majority Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Person.

3.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Second Amendment.

3.4 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require in connection with the transactions contemplated hereby.

The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 4. Miscellaneous.

4.1 Confirmation . The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the effectiveness of this Second Amendment.

4.2 Ratification and Affirmation; Representations and Warranties . The Borrower hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment:

(i) all of the representations and warranties of the Borrower and the Guarantors contained in the Loan Documents are true and correct in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and

(ii) no Default or Event of Default has occurred and is continuing.

4.3 Loan Document . This Second Amendment is a Loan Document.

4.4 Counterparts . This Second Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

 

3


4.5 NO ORAL AGREEMENT . THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

4.6 GOVERNING LAW . THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

4.7 Payment of Expenses . In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of- pocket costs and reasonable expenses incurred in connection with this Second Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

4.8 Severability . Any provision of this Second Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.9 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[SIGNATURES BEGIN NEXT PAGE]

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first written above.

 

BORROWER:    

CARRIZO OIL & GAS, INC.

    By:   /s/ Paul F. Boling
      Paul F. Boling Chief Financial Officer,
      Vice President, Secretary and Treasurer

 

Signature Page to Second Amendment


LENDERS:     WELLS FARGO BANK, NATIONAL
    ASSOCIATION , as Administrative Agent
    and a Lender
    By:   /s/ Greg Smothers
     

 

    Name:   Greg Smothers
    Title:   Director

 

Signature Page to Second Amendment


CREDIT AGRICOLE CORPORATE
AND INVESTMENT BANK, as a Lender
By:   /s/ Tom Byargeon
 

 

Name:   Tom Byargeon
Title:   Managing Director
By:   /s/ Sharada Manne
 

 

Name:   Sharada Manne
Title:   Managing Director

 

Signature Page to Second Amendment


ROYAL BANK OF CANADA, as a Lender
By:  

/s/ Mark Lumpkin, Jr.

Name:   Mark Lumpkin, Jr.
Title:   Authorized Signatory

 

Signature Page to Second Amendment


CAPITAL ONE, N.A., as a Lender
By:  

/s/ Robert James

Name:   Robert James
Title:   Vice President

 

Signature Page to Second Amendment


COMPASS BANK, as a Lender
By:  

/s/ Ann Van Wagener

Name:   Ann Van Wagener
Title:   Vice President

 

Signature Page to Second Amendment


UNION BANK, N.A., as a Lender

 

By:   /s/ Damien G. Meiburger
Name:   Damien G. Meiburger
Title:   Senior Vice President

 

Signature Page to Second Amendment


SOCIETE GENERALE, as a Lender
By:   /s/ Graeme Bullen
Name:   Graeme Bullen
Title:   Managing Director

 

Signature Page to Second Amendment


CREDIT SUISSE AG, CAYMAN

ISLANDS BRANCH, as a Lender

By:   /s/ Ari Bruger
Name:   Ari Bruger
Title:   Vice President
By:   /s/ Michael Spaight
Name:   Michael Spaight
Title:   Associate

 

Signature Page to Second Amendment

Exhibit 99.1

CARRIZO OIL & GAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

 

     For the Six Months Ended June 30, 2012  
     Historical     Pro Forma
Adjustments
    Pro
Forma
 
     (In thousands, except per share amounts)  

OIL AND GAS REVENUES

   $ 164,533      $ (6,878 )(1)    $ 157,655   

COSTS AND EXPENSES

      

Lease operating

     15,454        (3,664 )(1)      11,790   

Production tax

     6,227        (67 )(1)      6,160   

Ad valorem tax

     5,911        (547 )(1)      5,364   

Depreciation, depletion and amortization

     74,941        (5,570 )(2)      69,371   

General and administrative

     24,632        —          24,632   

Accretion expense related to asset retirement obligations

     348        (27 )(3)      321   
  

 

 

   

 

 

   

 

 

 

TOTAL COSTS AND EXPENSES

     127,513        (9,875     117,638   
  

 

 

   

 

 

   

 

 

 

OPERATING INCOME (LOSS)

     37,020        (2,997     40,017   

OTHER INCOME AND EXPENSES

      

Interest expense

     (35,022     986 (4)      (34,036

Capitalized interest

     13,832        (314 )(5)      13,518   

Other income, net

     40,925        —          40,925   
  

 

 

   

 

 

   

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

     56,755        (3,669     60,424   

INCOME TAX (EXPENSE) BENEFIT

     (18,828     1,284 (6)      (20,112
  

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS)

   $ 37,927      $ (2,385   $ 40,312   
  

 

 

   

 

 

   

 

 

 

NET INCOME PER COMMON SHARE

      

BASIC

   $ 0.96        $ 1.02   
  

 

 

     

 

 

 

DILUTED

   $ 0.95        $ 1.01   
  

 

 

     

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      

BASIC

     39,520          39,520   

DILUTED

     39,987          39,987   

See the accompanying notes to the unaudited pro forma condensed consolidated financial statement.


CARRIZO OIL & GAS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT

1. BASIS OF PRESENTATION

On April 30, 2012, Carrizo Oil & Gas, Inc. (the “Company”), along with certain of its wholly-owned subsidiaries, completed its sale, effective January 1, 2012, of a portion of its properties in the Barnett Shale (the “Divested Properties”) to a subsidiary of Atlas Resource Partners, L.P. for approximately $187.0 million in cash, subject to final post-closing adjustments. The above unaudited pro forma condensed consolidated statement of operations is presented to illustrate the effect of the Company’s disposition of these properties on its historical operating results. The unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2012 is based on the historical financial statements of the Company after giving effect to the transaction as if the disposition had occurred on January 1, 2012. The unaudited pro forma condensed consolidated statement of operations should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto contained in the Company’s 2011 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

The preparation of the unaudited pro forma condensed consolidated statement of operations is based on financial statement prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.

The unaudited pro forma condensed consolidated statement of operations is provided for illustrative purposes only and does not purport to represent what the actual results of operations would have been had the transaction occurred on the respective date assumed, nor is it necessarily indicative of the Company’s future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma condensed consolidated statement of operations reflect estimates and assumptions that the Company’s management believes to be reasonable.

2. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

The unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2012 reflects the following pro forma adjustments:

 

(1) Eliminate the revenues and direct operating expenses of the Divested Properties.

 

(2) Reflect the reduction in depreciation, depletion and amortization resulting from the application of the net proceeds as a reduction of Property and Equipment, net.

 

(3) Eliminate the accretion expense related to asset retirement obligations of the Divested Properties.

 

(4) Reduce interest expense resulting from the application of a portion of the net proceeds as a reduction of the amounts outstanding under the Company’s U.S. senior secured revolving credit facility.

 

(5) Reduce capitalized interest resulting from the reduction in unproved property costs associated with the Divested Properties.

 

(6) Record income tax benefit of the pro forma adjustments using the U.S. federal statutory rate of 35%.


3. Under the terms of its senior secured revolving credit facility, the Company is subject to certain financial covenants for the quarter ended June 30, 2012: (1) a ratio of Total Debt to EBITDA of not more than 4.75 to 1.00; (2) a Current Ratio of not less than 1.00 to 1.00; (3) a ratio of Senior Debt to EBITDA of not more than 2.50 to 1.00; and (4) a ratio of EBITDA to Interest Expense of not less than 2.50 to 1.00 (each term as defined in the credit agreement). At June 30, 2012, after giving pro forma effect to the Sale, the ratio of Total Debt to EBITDA was 3.68 to 1.00, the Current Ratio was 1.13 to 1.00, the ratio of Senior Debt to EBITDA was 0.52 to 1.00, and the ratio of EBITDA to Interest Expense was 4.28 to 1.00.