Item 1.01 Entry into a Material Definitive Agreement.
On August 14, 2018, Carrizo Oil & Gas, Inc. (the “Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale in an
underwritten public offering of 9,500,000 shares of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s registration statement on
Form S-3
(File
No. 333-221121)
at a price to the public of $23.00 per share ($22.5525 per share, net of underwriting discounts and commissions).
Certain of the Underwriters and their respective affiliates have from time to time performed, and may in the future perform, various financial
advisory, commercial banking and investment banking services for the Company and its affiliates, in the ordinary course of business for which they have received and would receive customary compensation. Certain of the Underwriters, or one or more of
their respective affiliates, are lenders under the revolving credit facility and, as a result, may receive a portion of the net proceeds from the offering.
The Company intends to use the net proceeds from the offering to fund the purchase price for the previously disclosed acquisition of
approximately 10,600 gross (9,600 net) acres located in the Delaware Basin in Reeves and Ward Counties, Texas (the “Pending Acquisition”), that is due at closing, and for general corporate purposes, including funding future potential
acquisitions or a portion of its 2018 capital expenditure plan. Pending such uses, the Company intends to use the net proceeds from the offering to reduce borrowings under its revolving credit facility, including repaying the borrowings used for the
$21.5 million deposit on the purchase price for the Pending Acquisition. If the Pending Acquisition is not consummated, the Company intends to use net proceeds from the offering for general corporate purposes, including funding future potential
acquisitions or a portion of its 2018 capital expenditure plan. The offering is expected to close on August 17, 2018, subject to customary conditions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the agreement, which is attached as Exhibit 1.1 to this report and incorporated by reference herein.
Statements in this
report, including but not limited to those relating to the closing of the offering, use of proceeds, sales by the Underwriters, consummation of the Pending Acquisition 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 satisfaction of closing conditions to the Underwriting Agreement, satisfaction of closing conditions to the purchase agreement for the Pending Acquisition,
failure of the Pending Acquisition to close, effects of purchase price adjustments, integration and other risks of acquisitions, exercise of third party purchase rights under area of mutual interest provisions under joint operating agreement,
actions by the Underwriters, actions by the seller in the Pending Acquisition, market conditions, risks regarding financing, capital needs and other risks described in the prospectus relating to the offering and the Company’s
Form 10-K for
the year ended December 31, 2017 and its other filings with the Securities and Exchange Commission.
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