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CRZO > SEC Filings for CRZO > Form 8-K on 8-Nov-2013All Recent SEC Filings

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Form 8-K for CARRIZO OIL & GAS INC


8-Nov-2013

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On November 6, 2013, Carrizo Oil & Gas, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with RBC Capital Markets, LLC, Wells Fargo Securities, LLC and Global Hunter Securities, LLC, as joint book-running managers and representatives (the "Representatives") of the several underwriters named on Schedule A therein (the "Underwriters"), relating to the issuance and sale in an underwritten public offering of 4,500,000 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. 333-173821) at a price to the Company of $44.00 per share ($42.24 per share, net of underwriting discounts and commissions). The Underwriters were also granted an option to purchase up to an additional 675,000 shares from the Company within 30 days of the date of the Underwriting Agreement.
The Company expects to use the net proceeds from the offering, and any proceeds from the exercise of the Underwriters' option to purchase additional shares, to fund in part its increased capital expenditure plan that takes into account its recently completed Utica Shale acreage acquisition, the second half 2013 development of its expanded position in the Utica Shale and the accelerated fracking of a portion of its existing inventory of Eagle Ford wells and for other general corporate purposes. The offering is expected to close on November 13, 2013, 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 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, actions by the Underwriters, results of operations, market conditions, capital needs and uses and other risks described in the prospectus relating to the offering and the Company's Form 10-K for the year ended December 31, 2012 and its other filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number Description
1.1            Underwriting Agreement, dated as of November 6, 2013, by and between
               Carrizo Oil & Gas, Inc., the Subsidiary Guarantors named therein and
               RBC Capital Markets, LLC, Wells Fargo Securities, LLC and Global
               Hunter Securities, LLC, as representatives of the several
               Underwriters.
5.1            Opinion of Baker Botts L.L.P.
23.1           Consent of Baker Botts L.L.P. (included in Exhibit 5.1).


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