Item 7.01. Regulation FD Disclosure.
On December 28, 2012, Carrizo Oil & Gas, Inc. (the "Company") issued a press
release announcing that it had entered into a definitive agreement to sell its
wholly owned subsidiary Carrizo UK Huntington Limited and all of its interest in
the Huntington Field in the UK North Sea to a subsidiary of Iona Energy Inc.
(TSX-V: INA) for cash consideration of $184.0 million.
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.
On December 28, 2012, the Company entered into a definitive agreement to sell
its wholly owned subsidiary Carrizo UK Huntington Limited and all of its
interest in the Huntington Field in the UK North Sea to a subsidiary of Iona
Energy Inc. (TSX-V: INA) for cash consideration of $184.0 million. The Company
intends to use the net proceeds from this sale to retire and close its U.K.
Huntington Field development project credit facility, fund a portion of our 2013
capital investment needs and for other general corporate purposes.
The definitive agreement contains customary representations and warranties,
including, ownership of the assets being purchased, compliance with laws,
including environmental laws, and payment of taxes, and indemnification
provisions under which the parties thereto have agreed to indemnify each other
against certain liabilities. During the period following signing of the
definitive agreement until the closing, the Company has agreed to operate the
assets being purchased according to the guidelines in the definitive agreement.
The sale is expected to close on or before the end of January, subject to
customary closing conditions and purchase price adjustments. There can be no
assurance as to such timing or that all of the conditions to closing the sale
will be satisfied.
Statements in this report that are not historical facts, including but not
limited to those related to impact under the UK credit facility, the proposed
sale (including timing, purchase price, adjustments, net receipts and effects
thereof), timing and levels of production, development plans, growth, use of
proceeds, oil and gas sales, the Company's or management's intentions, beliefs,
expectations, hopes, projections, assessment of risks, estimations, plans or
predictions for the future, results of the Company's strategies 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 purchase price adjustments, failure of closing conditions, actions by
the purchaser, actions by banks, results of wells and production testing,
performance of rig operators and gathering systems, 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.