Amount of | |||||||
Transaction Valuation* | Filing Fee** | ||||||
$300,000,000 |
$21,390 | ||||||
* | Calculated solely for the purpose of determining the amount of the filing fee. This amount is based upon the purchase of $300,000,000 aggregate principal amount of the issuers 4.375% Convertible Senior Notes due 2028 at the tender offer price of $1,000 per $1,000 principal amount of such Convertible Senior Notes. | |
** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #4 for Fiscal Year 2010 issued by the Securities and Exchange Commission, equals $71.30 per million of the value of the transaction. | |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $21,390
|
Filing Party: Carrizo Oil & Gas, Inc. | |
Form or Registration No.: Schedule TO-I
|
Date Filed: October 25, 2010 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1 | |
þ | issuer tender offer subject to Rule 13e-4 | |
o | going-private transaction subject to Rule 13e-3 | |
o | amendment to Schedule 13D under Rule 13d-2 |
2
| Fifth Supplemental Indenture among Carrizo Oil & Gas, Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee, dated November 2, 2010 (incorporated herein by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed with the SEC on November 2, 2010). |
| Fourth Supplemental Indenture among Carrizo Oil & Gas, Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee, dated November 2, 2010 (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed with the SEC on November 2, 2010). | ||
| Registration Rights Agreement, dated November 2, 2010, among Carrizo Oil & Gas, Inc., the Guarantors named therein and Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC and RBC Capital Markets, LLC (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on November 2, 2010). |
| our current reports on Form 8-K filed on January 20, 2010, April 7, 2010, April 13, 2010, May 21, 2010, September 16, 2010, October 25, 2010, October 28, 2010 and November 2, 2010. |
Exhibit | ||
Number | Description | |
(a)(5)(iii)
|
Press Release dated October 28, 2010 announcing the pricing of the Companys senior notes offering. | |
(a)(5)(iv)
|
Press Release dated November 2, 2010 announcing the completion of the Companys senior notes offering and the satisfaction of the financing condition to the tender offer. | |
(d)(45)
|
Fourth Supplemental Indenture dated November 2, 2010 among Carrizo Oil & Gas, Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee |
3
Exhibit | ||
Number | Description | |
(incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on November 2, 2010). | ||
(d)(46)
|
Fifth Supplemental Indenture dated November 2, 2010 among Carrizo Oil & Gas, Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on November 2, 2010). | |
(d)(47)
|
Registration Rights Agreement, dated November 2, 2010, among Carrizo Oil & Gas, Inc., the Guarantors named therein and Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC and RBC Capital Markets, LLC (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 2, 2010). |
4
Carrizo Oil & Gas, Inc. |
||||
By: | /s/ Paul F. Boling | |||
Paul F. Boling | ||||
Vice President and Chief Financial Officer | ||||
5
Exhibit | ||
Number | Description | |
(a)(1)(i)**
|
Offer to Purchase dated October 25, 2010. | |
(a)(1)(ii)**
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
(a)(2)
|
None. | |
(a)(3)
|
Not applicable. | |
(a)(4)
|
Not applicable. | |
(a)(5)(i)**
|
Press Release dated October 25, 2010 announcing the commencement of the tender offer. | |
(a)(5)(ii)**
|
Press Release dated October 25, 2010 announcing the Companys senior notes offering. | |
(a)(5)(iii)*
|
Press Release dated October 28, 2010 announcing the pricing of the Companys senior notes offering. | |
(a)(5)(iv)*
|
Press Release dated November 2, 2010 announcing the completion of the Companys senior notes offering and the satisfaction of the financing condition to the tender offer. | |
(b)
|
None. | |
(d)(1)
|
Indenture among Carrizo Oil & Gas, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as trustee, dated May 28, 2008 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on May 28, 2008). | |
(d)(2)
|
First Supplemental Indenture dated May 28, 2008 between Carrizo Oil & Gas, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on May 28, 2008). | |
(d)(3)
|
Second Supplemental Indenture dated May 14, 2009 among Carrizo Oil & Gas, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.21 to the Companys Registration Statement on Form S-3 (Registration No. 333-159237)). | |
(d)(4)
|
Third Supplemental Indenture effective as of October 19, 2009 among Carrizo Oil & Gas, Inc., Pecos Pipeline LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.19 to the Companys Amendment No. 1 to the Companys Registration Statement on Form S-3 (Registration No. 333-159237)). | |
(d)(5)
|
Amendment No. 1 to the Letter Agreement Regarding Participation in the Companys 2001 Seismic and Acreage Program, dated June 1, 2001 (incorporated herein by reference to Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2001). | |
(d)(6)
|
Amended and Restated Incentive Plan of the Company effective as of April 30, 2009 (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on May 6, 2009). | |
(d)(7)
|
Amended and Restated Employment Agreement between the Company and S.P. Johnson IV (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(8)
|
Amended and Restated Employment Agreement between the Company and Paul F. Boling (incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(9)
|
Amended and Restated Employment Agreement between the Company and J. Bradley Fisher (incorporated herein by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed on June 9, 2009). |
6
Exhibit | ||
Number | Description | |
(d)(10)
|
Amended and Restated Employment Agreement between the Company and Gregory E. Evans (incorporated herein by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(11)
|
Amended and Restated Employment Agreement between the Company and Richard H. Smith (incorporated herein by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(12)
|
Employment Agreement between the Company and David L. Pitts (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on January 20, 2010). | |
(d)(13)
|
Form of Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.43 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004). | |
(d)(14)
|
Form of Director Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 22, 2005). | |
(d)(15)
|
Form of Director Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on April 22, 2005). | |
(d)(16)
|
Form of Employee Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on April 22, 2005). | |
(d)(17)
|
Form of 2009 Employee Restricted Stock Unit Award Agreement (with performance-based vesting and time-based vesting) (incorporated herein by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(18)
|
Form of 2009 Employee Restricted Stock Unit Award Agreement (with performance-based vesting only) (incorporated herein by reference to Exhibit 10.8 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(19)
|
Form of 2009 Employee Cash or Stock Settled Stock Appreciation Rights Award Agreement under the Carrizo Oil & Gas, Inc. Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(20)
|
Carrizo Oil & Gas, Inc. Cash-Settled Stock Appreciation Rights Plan (incorporated herein by reference to Exhibit 10.10 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(21)
|
Form of 2009 Employee Cash-Settled Stock Appreciation Rights Award Agreement pursuant to the Carrizo Oil & Gas, Inc. Stock Appreciation Rights Plan (incorporated herein by reference to Exhibit 10.11 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(22)
|
Form of Independent Contractor Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed on May 30, 2006). | |
(d)(23)
|
Form of Employee Restricted Stock Award Agreement (with performance-based vesting) (incorporated herein by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed on December 23, 2008). | |
(d)(24)
|
S Corporation Tax Allocation, Payment and Indemnification Agreement among the Company and Messrs. Loyd, Webster, Johnson, Hamilton and Wojtek (incorporated herein by reference to Exhibit 10.8 to the Companys Registration Statement on Form S-1 (Registration No. 333-29187)). | |
(d)(25)
|
S Corporation Tax Allocation, Payment and Indemnification Agreement among Carrizo Production, Inc. and Messrs. Loyd, Webster, Johnson, Hamilton and Wojtek (incorporated herein by reference to Exhibit 10.9 to the Companys Registration Statement on Form S-1 (Registration No. 333-29187)). | |
(d)(26)
|
Amended and Restated Registration Rights Agreement dated December 15, 1999 among the |
7
Exhibit | ||
Number | Description | |
Company, Paul B. Loyd Jr., Douglas A. P. Hamilton, Steven A. Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM Partnership, L.P. (incorporated herein by reference to Exhibit 99.5 to the Companys Current Report on Form 8-K filed on December 15, 1999). | ||
(d)(27)
|
Registration Rights Agreement dated February 20, 2002 among the Company, Mellon Ventures, L.P. and Steven A. Webster (incorporated herein by reference to Exhibit 99.5 to the Companys Current Report on Form 8-K filed on February 20, 2002). | |
(d)(28)
|
Credit Agreement dated as of May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, and J.P. Morgan Securities Inc., as Sole Bookrunner and Lead Arranger (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 30, 2006). | |
(d)(29)
|
First Lien Stock Pledge and Security Agreement dated as of May 25, 2006, by Carrizo Oil & Gas, Inc., in favor of JPMorgan Chase Bank, National Association, as Administrative Agent (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on May 30, 2006). | |
(d)(30)
|
Second Amendment effective as of September 11, 2007 to Credit Agreement dated as of May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, JPMorgan Chase Bank, National Association, as Administrative Agent and Lender, and Guaranty Bank as Lender (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 11, 2007). | |
(d)(31)
|
Third Amendment effective as of December 20, 2007 to Credit Agreement dated as of May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, JPMorgan Chase Bank, National Association, as Administrative Agent and Lender, and Guaranty Bank as Lender (incorporated by reference to Exhibit 10.48 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008). | |
(d)(32)
|
Fourth Amendment to Credit Agreement, dated as of May 20, 2008, by and among Carrizo Oil & Gas, Inc. and certain subsidiaries thereof, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 22, 2008). | |
(d)(33)
|
Fifth Amendment to Credit Agreement dated as of June 11, 2008 to Credit Agreement dated as of May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 11, 2008). | |
(d)(34)
|
Sixth Amendment dated as of July 7, 2008 to Credit Agreement dated as of May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on July 11, 2008). | |
(d)(35)
|
Seventh Amendment dated as of October 29, 2008 to Credit Agreement dated as of May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as resigning administrative agent and as resigning issuing bank, and Guaranty Bank, as successor administrative agent and as successor issuing bank (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 4, 2008). | |
(d)(36)
|
Lender Certificate dated December 16, 2008 of Union Bank of California, N.A. regarding joinder as Lender to Credit Agreement, as amended, dated as of May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, Guaranty Bank, as Administrative Agent and the Lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the |
8
Exhibit | ||
Number | Description | |
Companys Current Report on Form 8-K filed on December 22, 2008). | ||
(d)(37)
|
Eighth Amendment dated as of April 22, 2009 to Credit Agreement dated May 25, 2006 by and among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and Guaranty Bank, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 28, 2009). | |
(d)(38)
|
Ninth Amendment dated as of April 30, 2009 to Credit Agreement dated May 25, 2006 by and among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and Guaranty Bank, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 6, 2009). | |
(d)(39)
|
Tenth Amendment to Credit Agreement dated as of May 20, 2009 among Carrizo Oil & Gas, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, Guaranty Bank, as resigning administrative agent and as resigning issuing bank, and Wells Fargo Bank, N.A., as successor administrative agent and as successor issuing bank (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 27, 2009). | |
(d)(40)
|
Lender Certificate dated June 5, 2009 of Calyon New York Branch regarding joinder as Lender to Credit Agreement, as amended, dated as of May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, Guaranty Bank, as Administrative Agent and the Lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 9, 2009). | |
(d)(41)
|
Eleventh Amendment to Credit Agreement dated as of December 16, 2009 among Carrizo Oil & Gas, Inc., as Borrower, certain Subsidiaries of the Borrower, as Guarantors, the Lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent and issuing bank (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 17, 2009). | |
(d)(42)
|
Twelfth Amendment to Credit Agreement dated as of May 5, 2010, among Carrizo Oil & Gas, Inc., as Borrower, certain Subsidiaries of the Borrower, as Guarantors, the Lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent and issuing bank (incorporated herein by reference to Exhibit 10.40 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2010). | |
(d)(43)
|
Thirteenth Amendment to Credit Agreement, dated as of August 23, 2010 and effective as of September 10, 2010, among Carrizo Oil & Gas, Inc., as Borrower, certain Subsidiaries of the Borrower, as Guarantors, the Lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent and issuing bank (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 16, 2010). | |
(d)(44)
|
Fourteenth Amendment to Credit Agreement, dated as of October 20, 2010, among Carrizo Oil & Gas, Inc., as Borrower, certain Subsidiaries of the Borrower, as Guarantors, the Lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent and issuing bank (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 25, 2010). | |
(d)(45)
|
Fourth Supplemental Indenture dated November 2, 2010 among Carrizo Oil & Gas, Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on November 2, 2010). | |
(d)(46)
|
Fifth Supplemental Indenture dated November 2, 2010 among Carrizo Oil & Gas, Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on November 2, 2010). |
9
Exhibit | ||
Number | Description | |
(d)(47)
|
Registration Rights Agreement, dated November 2, 2010, among Carrizo Oil & Gas, Inc., the Guarantors named therein and Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC and RBC Capital Markets, LLC (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 2, 2010). | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
| Incorporated by reference as indicated. | |
* | Filed herewith. | |
** | Previously filed on Schedule TO. |
10