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 2019securities registration● Neutral
CARRIZO OIL & GAS INC amended its automatic shelf registration statement.
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.
20 Dec 2019securities registration● Neutral
CARRIZO OIL & GAS INC amended an already-effective registration statement.
20 Dec 2019securities registration● Neutral
CARRIZO OIL & GAS INC amended its automatic shelf registration statement.
20 Dec 2019substantial holder notice● Neutral
Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, Alec N. Litowitz reported a CARRIZO OIL & GAS INC shareholding of 4,619,273 shares (4.99% of votes) in a periodic institutional filing.
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 2019quarterly activities report● Neutral
CARRIZO OIL & GAS INC reported a quarterly net income of $108.3 million for the period ended 2019-09-30.
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.
4 Nov 2019quarterly activities report● Neutral
CARRIZO OIL & GAS INC reported a quarterly net income of $108.3 million for the period ended 2019-09-30.
29 Oct 2019substantial holder notice● Neutral
LION POINT MASTER, LP, LION POINT CAPITAL GP, LLC, LION POINT CAPITAL, LP, LION POINT HOLDINGS GP, LLC, DIDRIC CEDERHOLM, JIM FREEMAN reported a CARRIZO OIL & GAS INC shareholding of 4,584,400 shares (4.95% of votes) in a periodic institutional filing.
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.
8 Aug 2019quarterly activities report● Neutral
CARRIZO OIL & GAS INC reported a quarterly net income of $108.3 million for the period ended 2019-09-30.
7 Aug 2019quarterly activities report● Neutral
CARRIZO OIL & GAS INC reported a quarterly net income of $108.3 million for the period ended 2019-09-30.
5 Aug 2019substantial holder notice● Neutral
Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, Alec N. Litowitz disclosed a new substantial CARRIZO OIL & GAS INC shareholding (5.84% of votes).
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.
9 May 2019quarterly activities report● Neutral
CARRIZO OIL & GAS INC reported a quarterly net income of $107.5 million for the period ended 2019-06-30.
7 May 2019quarterly activities report● Neutral
CARRIZO OIL & GAS INC reported a quarterly net income of $107.5 million for the period ended 2019-06-30.
6 May 2019substantial holder notice● Neutral
LION POINT MASTER, LP, LION POINT CAPITAL GP, LLC, LION POINT CAPITAL, LP, LION POINT HOLDINGS GP, LLC, DIDRIC CEDERHOLM, JIM FREEMAN disclosed a new substantial CARRIZO OIL & GAS INC shareholding (5.10% of votes).
2 Apr 2019agm notice● Neutral
CARRIZO OIL & GAS INC announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
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.
25 Feb 2019quarterly activities report● Neutral
CARRIZO OIL & GAS INC reported a quarterly net income of $151.4 million for the period ended 2019-03-31.
13 Feb 2019substantial holder notice● Neutral
Dan H. Wilks, Staci Wilks, Wilks Brothers, LLC reported a CARRIZO OIL & GAS INC shareholding of 1,353,737 shares (1.48% of votes) in a periodic institutional filing.
11 Feb 2019substantial holder notice● Neutral
FRONTIER CAPITAL MANAGEMENT CO., LLC reported a CARRIZO OIL & GAS INC shareholding of 4,854,877 shares (5.28% of votes) in a periodic institutional filing.
11 Feb 2019substantial holder notice● Neutral
The Vanguard Group reported a CARRIZO OIL & GAS INC shareholding of 10,789,959 shares (11.77% of votes) in a periodic institutional filing.
24 Jan 2019substantial holder notice● Neutral
BlackRock, Inc reported a CARRIZO OIL & GAS INC shareholding of 12,685,504 shares (13.80% of votes) in a periodic institutional filing.
10 Dec 2018substantial holder notice● Neutral
The Vanguard Group reported a CARRIZO OIL & GAS INC shareholding of 10,005,728 shares (10.92% of votes) in a periodic institutional filing.