30 Dec 2019listing compliance notice▼ BadMajor
CARRIZO OIL & GAS INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Dec 2019listing compliance notice▼ BadMajor
CARRIZO OIL & GAS INC suspended its duty to file periodic reports with the SEC.
20 Dec 2019business combination● NeutralMajor
On Dec 20, 2019, after both companies' common shareholders approved, Carrizo merged into Callon, with Callon surviving. Each Carrizo common share was cancelled and converted into 1.75 Callon shares (cash for fractions), the lower ratio from the November amendment rather than the original 2.05. The 8.875% preferred stock was redeemed for cash at a total of $220.4M, the BNP Paribas credit agreement was paid off and terminated, Carrizo stock will stop trading on Nasdaq before the open on Dec 23, 2019, and Carrizo intends to file to suspend its reporting obligations. This resolves the Callon merger thread and ends Carrizo as a standalone company.
20 Dec 2019listing compliance notice● NeutralMajor
CARRIZO OIL & GAS INC's exchange filed to remove a class of its securities from listing.
18 Nov 2019business combination● Neutral
Carrizo adjourned its Nov 14 special meeting without voting and rescheduled it for Dec 20, 2019, with a new record date of Nov 29, 2019 (replacing Oct 7). Proxies already submitted will not count, so shareholders must vote again, and a supplement to the proxy statement explains the amended 1.75-share exchange ratio. This continues the Callon merger thread, which is still not approved or closed.
14 Nov 2019business combination▼ BadMajor
Carrizo and Callon amended the merger on Nov 13, 2019, cutting the exchange ratio from 2.05 to 1.75 Callon shares per Carrizo share, a lower payout for Carrizo shareholders than the original deal. The amendment also lowers the termination fee Carrizo might owe from $47.4M to $20.0M and removes Carrizo's expense reimbursement obligation, and Callon would pay $10.0M if its own shareholders vote the deal down; both companies adjourned their Nov 14 meetings to December (Callon to Dec 13 then Dec 20, Carrizo to Dec 20). This changes the terms of the open Callon merger thread.
5 Nov 2019business combination● Neutral
Carrizo disclosed that twelve shareholder lawsuits have been filed over the pending Callon merger, claiming the proxy statement left out material information and seeking to block the deal. Carrizo and Callon say the claims have no merit but added background detail to the merger proxy (such as the March-June 2019 sale process and the competing proposals) to avoid delays; this continues the Callon merger thread and does not change the deal terms.
9 Oct 2019business combination● NeutralMajor
Carrizo and Callon mailed the final joint proxy statement for the July 2019 merger, with both shareholder meetings set for Nov 14, 2019 in Houston. Carrizo holders vote on the merger (needing two-thirds of common shares) and the Carrizo board unanimously recommends FOR. At the fixed 2.05 exchange ratio, each Carrizo share was worth about $13.12 at announcement but about $8.00 on Oct 8, 2019 based on Callon's falling share price. Carrizo holders would own about 46% of Callon after closing. The merger has not yet been approved or closed.
15 July 2019business combination● NeutralMajor
On July 14, 2019 Carrizo agreed to merge into Callon Petroleum, with Callon surviving. Each Carrizo common share would convert into 2.05 Callon shares, subject to approval by two-thirds of Carrizo common shareholders, Callon shareholder approvals, regulatory waiting periods and other conditions. The 8.875% preferred stock would convert into a matching Callon preferred if holders approve, otherwise Carrizo would redeem it for cash. Carrizo's equity awards convert into Callon shares or rights. Two Carrizo-designated directors plus one designated by Callon join Callon's board. This is a new thread that would end Carrizo as a standalone company if completed, but it is not yet complete.
28 Mar 2019material agreement● Neutral
On Mar 27, 2019 Carrizo amended its revolving credit facility again (fourteenth amendment), setting the borrowing base at $1.35 billion with a $1.25 billion commitment, up from $1.3 billion and $1.1 billion in Oct 2018, and changing the Current Ratio definition. The filing gives no further detail on usage or other effects.
1 Nov 2018material agreement▲ GoodMajor
On Oct 29, 2018 Carrizo amended its bank credit facility (thirteenth amendment), setting the borrowing base at $1.3 billion with a $1.1 billion commitment and lowering interest margins. It also confirmed it will redeem the remaining $130.0 million of 7.50% Senior Notes due 2020 on Nov 19, 2018 at 100% of principal plus accrued interest, mainly funded by revolver borrowings. This continues the debt clean-up of the 2020 notes started after the Eagle Ford sale.
16 Aug 2018material agreement● NeutralMajor
On Aug 14, 2018 Carrizo agreed to sell 9,500,000 new common shares to the public at $23.00 each ($22.5525 net) through Citigroup and Goldman Sachs, closing expected Aug 17, 2018. The money is meant to pay the closing price of a pending Delaware Basin purchase of about 10,600 gross (9,600 net) acres in Reeves and Ward Counties, Texas (a $21.5 million deposit was already paid), and for general corporate purposes. Existing shareholders are diluted by the new shares.
6 Feb 2018asset acquisition disposition● NeutralMajor
The sale of part of Carrizo's Eagle Ford assets to EP Energy, agreed Dec 11, 2017 for $245.0 million, closed on Jan 31, 2018, with net proceeds of $236.2 million after preliminary adjustments (a $24.5 million deposit plus $211.7 million at closing). The proceeds were used to repay revolver borrowings pending redemption of 7.50% Senior Notes due 2020 called for Feb 18 and Mar 2, 2018, and the revolver borrowing base fell from $900.0 million to $830.0 million (commitment unchanged at $800.0 million). This resolves the pending EP Energy sale.
15 Dec 2017material agreement● NeutralMajor
On December 11, 2017 Carrizo agreed to sell part of its Eagle Ford assets to EP Energy E&P Company for about $245.0 million in cash, effective October 1, 2017, with closing expected in late January 2018 and no assurance on timing. Carrizo says it intends to use the net proceeds to retire debt. This is a disposal of part of its core Eagle Ford position, which it added to in 2016 with the Sanchez purchase; the filing does not say which acreage is included or how much production is being sold.
11 Aug 2017asset acquisition disposition● NeutralMajor
On August 10, 2017 Carrizo closed the ExL Delaware Basin acquisition: about 16,508 net acres in Reeves and Ward Counties, Texas, for about $676.0 million in cash (including the $75.0 million deposit), roughly $28.0 million above the announced $648.0 million because of closing adjustments, with further post-closing adjustments possible. The contingent payments of up to $50.0 million a year (capped at $125.0 million) if WTI averages above $50 in 2018-2021 remain. At the same time Carrizo issued 250,000 shares of 8.875% Redeemable Preferred Stock and warrants for 2,750,000 common shares at $16.08 to GSO funds for about $236.2 million net, which is below the roughly $242.5 million expected in June. The preferred ranks ahead of common shareholders, and the filing sets out dividend terms and limits on common payouts above $15 million a year in some circumstances. This resolves the ExL closing and the GSO financing threads.
24 July 2017auditor change● Neutral
On July 19, 2017 Carrizo's audit committee dismissed KPMG LLP, its auditor since 2009, and hired Ernst & Young LLP for the year ending December 31, 2017. The filing says KPMG's 2015 and 2016 reports had no adverse opinion or disclaimer (the 2016 report had an explanatory paragraph about a change in accounting for deferred income taxes), and that there were no disagreements or reportable events. No reason for the change is given in the filing.
14 July 2017debt financing● NeutralMajor
The $250.0 million 8.25% Senior Notes due July 15, 2025 closed on July 14, 2017, completing the offering agreed on June 29. The notes are unsecured and guaranteed by Carrizo's subsidiaries, with interest paid every January 15 and July 15 starting January 15, 2018. They carry a special redemption at the offering price if the ExL acquisition is terminated or not completed by October 28, 2017; that feature ends once ExL closes.
3 July 2017material agreement● NeutralMajor
On June 28, 2017 Carrizo agreed to sell 15,600,000 new common shares to underwriters led by Goldman Sachs and Wells Fargo Securities at $14.60 to the public ($14.28 net per share), with closing expected July 3, 2017. Proceeds are to fund part of the pending ExL Delaware Basin purchase and general corporate purposes, and pending closing to reduce revolver borrowings, including those used for the $75.0 million deposit. Existing shareholders are diluted by the new shares; this is the equity piece of the ExL financing. (Gross proceeds are not stated in the filing; 15.6M x $14.28 is roughly $223M net, an inference.)
3 July 2017material agreement● NeutralMajor
On June 29, 2017 Carrizo agreed to sell $250.0 million of 8.25% Senior Notes due 2025 to underwriters led by Citigroup and Merrill Lynch, with closing expected July 14, 2017. Proceeds are to fund part of the pending ExL Delaware Basin purchase and general corporate purposes, and meanwhile to pay down the revolver, including the borrowings used for the $75.0 million ExL deposit. If the ExL deal is not completed by October 28, 2017 or the agreement is terminated, Carrizo must redeem the notes at the initial offering price plus accrued interest. This is one of the debt/equity financings for ExL flagged in earlier filings.
28 June 2017capital raising announcement● NeutralMajor
On June 28, 2017 Carrizo agreed to sell GSO Capital Partners funds 250,000 shares of 8.875% redeemable preferred stock plus warrants for 2,750,000 common shares (exercise price $16.08) at $970 per preferred share, for expected net proceeds of about $242.5 million. The money is to fund part of the ExL Delaware Basin acquisition, and closing is expected in August 2017, conditional on the ExL closing and other financings. The preferred ranks ahead of common stock for dividends and in liquidation, and the warrants would dilute common holders if exercised.
28 June 2017material agreement● NeutralMajor
On June 28, 2017 Carrizo agreed to buy about 16,488 net acres in the Delaware Basin (Reeves and Ward Counties, Texas) from ExL Petroleum, a Quantum Energy Partners portfolio company, for about $648.0 million in cash, with a $75.0 million deposit paid and closing expected in mid-August 2017. It may owe up to $50.0 million a year (capped at $125.0 million) if WTI averages above $50 in 2018-2021. The company also signed a tenth credit facility amendment, raised 2017 oil production guidance to 35,700-36,000 Bbls/d, and said it is starting to sell Marcellus and Utica assets, targeting $300 million of proceeds from non-core sales. This is a major Delaware Basin purchase, following the 2016 Eagle Ford purchase from Sanchez.
26 Oct 2016material agreement● NeutralMajor
Carrizo signed an underwriting agreement on Oct 24, 2016 with Citigroup and Wells Fargo Securities to sell up to 6,900,000 new common shares (including a 900,000-share option) at $37.32 per share to the company, closing expected Oct 28, 2016. Proceeds are meant to fund the pending Sanchez Eagle Ford acquisition, with any excess going to general corporate purposes. Existing shareholders are diluted, and the offering is not conditioned on the acquisition closing.
24 Oct 2016production update▲ GoodMajor
On Oct 24, 2016 Carrizo agreed to buy about 15,000 net acres in the Eagle Ford Shale from Sanchez Energy for roughly $181.0 million in cash, with closing expected around Dec 14, 2016. The company estimates Q3 2016 production at 40,762 Boe/d (above its 37,433-38,700 guidance), an estimated after-tax impairment of $68.3 million, and says lenders kept the borrowing base at $600.0 million with about $121.0 million drawn as of Oct 21, 2016. It also added 2017 oil and gas swaps and said it may sell non-core assets, possibly including Delaware Basin assets.
4 May 2016material agreement▼ BadMajor
Carrizo signed an eighth amendment to its Wells Fargo-led revolving credit facility on May 3, 2016, cutting the borrowing base from $685.0 million to $600.0 million and tightening terms. The amendment swaps the Total Debt/EBITDA covenant for a Total Secured Debt/EBITDA limit of 2.00x, adds a minimum EBITDA/Interest ratio of 2.50x, raises loan margins by 0.50%, and caps new senior notes at $400.0 million. This is a tougher version of the covenant relief and borrowing base changes that were pending in late 2015. The filing also furnishes the Q1 2016 earnings press release, whose figures are not in the text provided.
20 Oct 2015material agreement● NeutralMajor
On Oct 15, 2015 Carrizo agreed to sell 6,325,000 common shares at $37.80 per share to the company through Credit Suisse and Citigroup; the underwriters exercised their 825,000-share option in full on Oct 16. Proceeds are to repay revolver debt, with the rest for general purposes including possible Permian Basin acquisitions. Closing was expected Oct 21, 2015. Existing shareholders are diluted, and the price is below the $44.75 paid in March 2015.
15 Oct 2015production update● NeutralMajor
Carrizo estimated Q3 2015 production at 35,948 Boe/d, above its 33,133-34,300 guidance, and raised 2015 oil guidance to 22,750-22,850 Bbls/d. It expects a Q3 after-tax full cost ceiling impairment of $550.0M-$650.0M, which the filing attributes primarily to the significant drop in crude oil prices beginning in Q4 2014. The agent recommended keeping the borrowing base at $685.0M and loosening the Total Debt/EBITDA covenant to 4.75x through 2016, subject to lender approval. Carrizo closed a small Permian bolt-on and is negotiating more Delaware Basin acquisitions, with no agreements signed. It also added 2016 oil swaps of 8,000 Bbls/d at about $60.03 and sold calls for 2017-2020.
28 Apr 2015debt financing● NeutralMajor
The $650.0M 6.25% Senior Notes due 2023 closed April 28, 2015, as unsecured notes guaranteed by subsidiaries, maturing April 15, 2023. The tender offer for the 8.625% Senior Notes due 2018 expired April 23, 2015, and Carrizo accepted $264,202,000 of principal for payment. This completes the new notes sale and tender announced April 16; the filing does not say what happens to the remaining 8.625% notes, so the conditional redemption outcome is not shown here.
16 Apr 2015material agreement● NeutralMajor
On April 14, 2015 Carrizo and its subsidiary guarantors agreed to sell $650.0M of 6.25% Senior Notes due 2023. At the same time it launched a cash tender offer for any and all of its 8.625% Senior Notes due 2018, with a conditional redemption of any not tendered. Part of the proceeds will fund buying back or redeeming the 8.625% notes, with any excess used to repay revolver borrowings. Closing was expected April 28, 2015. This begins the refinancing of the 2018 notes.
18 Mar 2015material agreement● NeutralMajor
On March 16, 2015 Carrizo agreed to sell 4,500,000 new common shares to underwriters Citigroup and Goldman Sachs at $44.75 per share to the company, with an option for 675,000 more. Proceeds are to repay revolver borrowings and for general corporate purposes. Closing was expected March 20, 2015. Existing shareholders are diluted by the new shares; this is the second offering of 4,500,000 shares, after the Nov 2013 one at $44.00.
14 Jan 2015business combination● Neutral
Carrizo filed a registration statement (Form S-4) to swap the $300M of 7.50% Senior Notes due 2020 it sold privately on Oct 30, 2014 for identical notes registered with the SEC, as required by the registration rights agreement. The new notes carry the same debt and interest and are fungible with the $300M of 2020 notes issued in Sept 2012. Carrizo receives no proceeds. This is the registered exchange flagged as an open thread; the exchange period and expiry date were left blank in the filing.