Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
CARRIZO OIL & GAS INC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.