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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 1, 1999
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 000-22915 76-0415919
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
14811 ST. MARY'S LANE
SUITE 148
HOUSTON, TEXAS 77079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 496-1352
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ITEM 5. OTHER EVENTS.
On December 1, 1999, Carrizo Oil & Gas, Inc., a Texas
corporation (the "Company"), signed a commitment letter (the "Commitment
Letter") with an investor group led by Chase Capital Partners (the "Investors")
whereby the Investors will purchase $30,000,000 of the Company's securities.
Under the terms of the Commitment Letter, the Investors will purchase
$22,000,000 aggregate principal amount of Senior Subordinated Notes due 2007,
along with warrants to purchase up to 2,760,189 shares of the Company's Common
Stock at the exercise price of $2.20 per share, subject to adjustments, and
purchase 3,636,364 shares of the Company's Common Stock for $2.20 per share (the
"Financing").
The Financing contemplates a shareholders' agreement among the
Investors and the Company's five current directors that will allow Chase Capital
Partners, among other things, to elect up to two directors to the Company's
current Board of Directors. As required by Chase Capital Partners under the
Commitment Letter, three of the Company's directors, Paul B. Loyd, Jr., Steven
A. Webster, and Douglas A. P. Hamilton, will be included among the Investors and
will invest an aggregate of at least $3 million in the Financing.
The Company also signed a Stock and Warrant Purchase Agreement
(the "Purchase Agreement") among the Company, Enron North America Corp.,
Sundance Assets, L.P. ("Sundance") and Joint Energy Development Investments II
Limited Partnership ("JEDI II") (collectively, the "Enron Parties"), providing
for the repurchase of all the outstanding shares of the Company's 9% Series A
Preferred Stock, the repurchase of 750,000 currently outstanding warrants to
purchase the Company's Common Stock held by the Enron Parties and the amendment
of the terms of 250,000 warrants to purchase the Company's Common Stock retained
by the Enron Parties, for the total purchase price of $12,000,000 (the "Enron
Repurchase"). The exercise price of these retained warrants will be reduced from
$11.50 per share to $4 per share.
The proceeds of the Financing will be used to fund the Enron
Repurchase and repay a total of approximately $5 million of the Company's senior
debt, with the remaining proceeds of approximately $12 million being available
to fund the Company's exploration and development program, working capital and
general corporate purposes.
The Company has also reached an agreement with Compass Bank,
subject to closing the Financing, whereby the $9 million of maturities due in
the year 2000 under the existing Term Loan facility would be extended. The
revised maturities under the Term Loan provide for a $2 million principal
payment at closing, $1.74 million of principal payments during the second half
of the year 2000, $2.64 million of principal payments during the first half of
the year 2001 and the remaining balance due in July 2001. In addition, the
maturity date for the remaining bank loan borrowing base facility will be
extended from June 2000 until January 2002, subject to interim borrowing base
reviews.
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The funding of the Financing is subject to certain conditions,
including the Enron Repurchase, the extension of the bank debt and the execution
of definitive agreements. The closing of the Enron Repurchase and debt extension
are subject to certain conditions, including the Financing. The closings of the
Enron Repurchase, the Financing, and the debt extension are expected to occur
simultaneously on or before December 15, 1999.
The descriptions of the Purchase Agreement and the Commitment
Letter do not purport to be complete and are qualified in their entirety by
provisions of each such agreement, copies of which have been filed as Exhibits
99.1 and 99.2, respectively, and which are incorporated by reference herein.
Statements in this document, including but not limited to
those relating to the effects, results and timing of closing of the Financing,
Enron Repurchase and Compass Bank agreement, use and amount of proceeds, 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 possible failure of the Company to close the Enron Repurchase, or the
Financing, and the agreement with Compass Bank and other risks described in the
Company's filings with the Securities and Exchange Commission. There can be no
assurance as to the completion of any transaction described herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Stock and Warrant Purchase Agreement dated December 1, 1999
among the Company, Enron North America Corp., Sundance Assets,
L.P. and Joint Energy Development Investments II Limited
Partnership.
99.2 Commitment Letter dated December 1, 1999 between Carrizo Oil &
Gas, Inc. and Chase Capital Partners.
99.3 Press Release of the Company dated December 2, 1999.
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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/ FRANK A. WOJTEK
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Name: Frank A. Wojtek
Title: Chief Financial Officer,
Vice President, Secretary
and Treasurer
Date: December 3, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Stock and Warrant Purchase Agreement dated December 1, 1999
among the Company, Enron North America Corp., Sundance Assets,
L.P. and Joint Energy Development Investments II Limited
Partnership.
99.2 Commitment Letter dated December 1, 1999 between Carrizo Oil &
Gas, Inc. and Chase Capital Partners.
99.3 Press Release of the Company dated December 2, 1999.