CARRIZO OIL & GAS, INC. (NASDAQ:CRZO) Files An 8-K Regulation FD DisclosureItem 7.01Regulation FD Disclosure.
On February 1, 2018, Carrizo Oil& Gas, Inc. (the “Company”) issued a press release announcing the partial redemption of its 7.50% Senior Notes due 2020 (CUSIP No.144577 AF0) (the “Notes”). A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.
None of the information furnished in this Item 7.01 and the accompanying exhibit will be deemed “filed” for purposes of Section18 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 Item 7.01 and the accompanying exhibit is not intended to, and does not, constitute a determination or admission by the Company, that the information in this Item 7.01 and the accompanying exhibit 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 8.01Other Events.
On January 31, 2018, the Company delivered a notice to the trustee for the Notes under which it called for redemption on March2, 2018 (the “Redemption Date”) $220.0million aggregate principal amount of the outstanding Notes. This is in addition to the currently pending partial redemption of $100.0 million aggregate principal amount of notes scheduled to occur on February 18, 2018. The $220.0 million of Notes called for redemption represents approximately 49% of the aggregate principal amount of the outstanding Notes as of January 31, 2018 and approximately 63% of the aggregate principal amount of the Notes that will be outstanding following completion of the previously-announced redemption of $100.0 million aggregate principal amount of Notes. The Company instructed the trustee to provide notice of such redemption to the holders of the Notes on January 31, 2018 in accordance with the terms of the indenture governing such Notes. The Notes will be redeemed at a redemption price of 101.875% of the principal amount thereof plus accrued and unpaid interest on the Notes to be redeemed to the Redemption Date. The funds to be used for the redemption are expected to primarily be proceeds from the Company’s sale of a portion of its assets in the Eagle Ford Shale. Selection of the Notes for redemption will be made by the trustee in accordance with the terms of the indenture governing such Notes based on The Depository Trust Company’s method that most nearly approximates pro rata selection unless otherwise required by law; provided, that Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000, except that if all of the Notes of a registered holder are to be redeemed, the entire outstanding amount of Notes held by such registered holder, even if not a multiple of $1,000, shall be redeemed.
This report shall not constitute a notice of redemption with respect to or an offer to purchase or sell (or the solicitation of an offer to purchase or sell) any securities.
The Board of Directors of the Company has established May 22, 2018 as the date of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”). The exact time and location of the 2018 Annual Meeting will be specified in the Company’s proxy statement for the 2018 Annual Meeting.
Statements in this report that are not historical facts, including but not limited to those relating to the proposed redemptions, the disposition program including the timing and effects of either of them, proceeds to be used for the redemptions 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 the terms of the redemptions, further results of the disposition program, other sources and uses of funds for the Company, actions by purchasers and debt holders, results of operations, market conditions, capital needs and uses and other risks and uncertainties that are beyond the Company’s control, including those described in the Company’s Form10-Kfor the year ended December31, 2016 and in its other filings with the Securities and Exchange Commission.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit Number |
Description |
99.1 |
Press release dated February 1, 2018.
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CARRIZO OIL & GAS INC ExhibitEX-99.1 2 pressreleasefebruary12018.htm EXHIBIT 99.1 PRESS RELEASE Exhibit Exhibit 99.1 CARRIZO OIL & GAS,…To view the full exhibit click here
About CARRIZO OIL & GAS, INC. (NASDAQ:CRZO)
Carrizo Oil & Gas, Inc. is an energy company. The Company is engaged in the exploration, development and production of oil and gas from resource plays located in the United States. Its operations are focused in proven, producing oil and gas plays in the Eagle Ford Shale in South Texas, the Delaware Basin in West Texas, the Utica Shale in Ohio, the Niobrara Formation in Colorado, and the Marcellus Shale in Pennsylvania. The Company has a total production of over 13.4 million barrels of oil equivalent (MMBoe) per year. The Company’s proved reserves of over 170.6 MMBoe are over 64% crude oil, 12% natural gas liquids (NGLs) and 24% natural gas. It operates over 90% of the wells in Eagle Ford in which it holds an interest. It holds an average interest of over 88% in these operated wells. It owns leases covering approximately 291,610 gross (165,470 net) acres in the Eagle Ford, Niobrara, Utica and the Delaware Basin areas. It operates over 70 gross wells drilled in the Eagle Ford.