Carrizo 8-K UK Sale Announcement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 27, 2012
 
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Texas
 
000-29187-87
 
76-0415919
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
500 Dallas Street
Suite 2300
Houston, Texas
 
77002
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (713) 328-1000
Not applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







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.
 
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
 
 
 
Exhibit Number
  
Description
 
 
 
99.1
  
Press Release dated December 28, 2012.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                            
CARRIZO OIL & GAS, INC.
 
 
By:
/s/ David L. Pitts
Name:
David L. Pitts
Title:
Vice President and Chief Accounting Officer
Date: January 3, 2013




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EXHIBIT INDEX
99.1 Press Release dated December 28, 2012.



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