Sec Form 13D Filing - Magnetar Financial LLC filing for CARRIZO OIL & GAS INC (CRZO) - 2019-08-05

Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

Item 1.                                          & #xA0;              Security and Issuer

This Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.01 (the “Shares”), of Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”).  The principal executive offices of the Company are located at 500 Dallas Street, Suite 2300, Houston, TX 77002.

Item 2.                                                         Identity and Background

(a)                                 The persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”) (collectively, the “Reporting Persons”).

This Statement relates to Shares held for the accounts of each of (i) Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted company (“Magnetar Capital Master Fund”), (ii) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”), (iii) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (“Constellation Fund”), (iv) Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), (v) Magnetar MSW Master Fund Ltd, a Cayman Islands exempted company (“MSW Master Fund”), and (vi) an Irish Collective Asset-management Vehicle (the “ICAV”), collectively (the “Funds”).

Magnetar Financial is a Securities and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds except for the ICAV for which it serves as the sub-adviser. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds.  Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.

(b)                                 The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(c)                                  Each of the Funds except for the ICAV is a private investment fund; the ICAV is an account sub-advised for a client of Magnetar Financial; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of Magnetar Capital Partners; and Mr. Litowitz is a citizen of the United States of America, manager of Supernova Management and Chief Executive Officer of Magnetar Financial.

(d)                                 None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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(e)                                  None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)                                   Magnetar Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.

Item 3.                                                         Source and Amount of Funds or Other Consideration

The aggregate amount of funds used by the Reporting Persons in purchasing the 5,406,002 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $55,671,140.73 (excluding commissions and other execution-related costs).

Item 4.                                                         Purpose of Transaction

The Reporting Persons acquired the 5,406,002 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).

Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this Item 4.

Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

Item 5.                                                         Interest in Securities of the Issuer

The Company reported in their Form 8-K filed on July 15, 2019 that 92,552,930 Shares were issued and outstanding as of July 11, 2019.

(a)                                 As of August 3, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 5,406,002 Shares, which consisted of (i) 250,383 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 2,422,214 Shares held for the benefit of PRA Master Fund, (iii) 1,173,673 Shares held for the benefit of Constellation Fund; (iv) 193,654 Shares held for the benefit of Systematic Master Fund, (v) 98,647 Shares held for the benefit of MSW Master Fund and (vi) 1,267,431 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 5.84% of the Shares.

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(b)                                 As of August 3, 2019, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 5,406,002 Shares, which consisted of (i) 250,383 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 2,422,214 Shares held for the benefit of PRA Master Fund, (iii) 1,173,673 Shares held for the benefit of Constellation Fund; (iv) 193,654 Shares held for the benefit of Systematic Master Fund, (v) 98,647 Shares held for the benefit of MSW Master Fund and (vi) 1,267,431 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 5.84% of the Shares.

(c)                                  Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule A were effected in open market transactions on NASDAQ and various other trading markets.

As disclosed by the Company in the 8-K filed with the SEC on July 15, 2019:

On July 14, 2019, Carrizo Oil & Gas, Inc., a Texas corporation (“Carrizo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Callon Petroleum Company, a Delaware corporation (“Callon”). Pursuant to the Merger Agreement, on and subject to the terms and conditions set forth therein, Carrizo will be merged with and into Callon, with Callon continuing as the surviving entity (the “Merger”).

On and subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Carrizo’s common stock, par value $0.01 per share (“Carrizo Common Stock”), will automatically be converted into the right to receive 2.05 shares (the “Exchange Ratio”) of Callon’s common stock, par value $0.01 per share (“Callon Common Stock”). Pursuant to the terms of the Merger Agreement, if Carrizo obtains receipt of the affirmative vote or written consent of the holders of a majority of the outstanding shares of Carrizo’s 8.875% redeemable preferred stock, par value $0.01 per share (“Carrizo Preferred Stock”), entitled to vote thereon in favor of the Merger Agreement (the “Carrizo Preferred Shareholder Approval”), then each issued and outstanding share of Carrizo Preferred Stock will be converted into the right to receive one share of 8.875% redeemable preferred stock, par value $0.01 per share, of Callon (“Callon Preferred Stock”), which will be a newly created series of preferred stock with substantially the same terms as the Carrizo Preferred Stock. If the Carrizo Preferred Shareholder Approval is not obtained at or prior to the completion of Carrizo’s shareholder meeting described below, then Carrizo will redeem each issued and outstanding share of Carrizo Preferred Stock for an amount in cash equal to the applicable Secondary Company Redemption Price (as such term is defined in the Statement of Resolutions Establishing Series of 8.875% Redeemable Preferred Stock of Carrizo Oil & Gas, Inc.) (the “Preferred Redemption”).

Pursuant to the terms of the Merger Agreement, immediately after the Effective Time, Callon will take all such action as may be necessary so that the members of the board of directors of Callon shall consist of (i) each director of Callon immediately prior to the Effective Time and (ii) (a) two members of the board of directors of Carrizo, who shall be designated by Carrizo prior to the closing of the Merger and appointed to the board of directors of Callon, and (b) one additional member of the board of directors of Carrizo, who shall be designated by Callon prior to the closing of the Merger and appointed to the board of directors of Callon (such three individuals described in clauses (a) and (b), together, the “Carrizo Designated Directors”), with the Carrizo Designated Director designated by Callon being appointed as a Class III director, with a term ending at the 2021 annual meeting of the stockholders of Callon, and the two Carrizo Designated Directors designated by Carrizo being appointed as Class I directors, each with a term ending at the 2022 annual meeting of the stockholders of Callon. Additionally, the Merger Agreement provides that, upon consummation of the Merger, the officers of Callon immediately prior to the Effective Time will be the officers of the combined company.

The Merger Agreement contains customary representations and warranties from both the Company, on the one hand, and the Parent and the Merger Sub, on the other hand. It also contains customary covenants, including

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covenants providing for each of the Company and the Parent to use its reasonable best efforts to cause the Merger to be consummated, subject to certain limitations, and covenants requiring the Company, among other things, (i) to use commercially reasonable efforts to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) not to engage in specified types of transactions during such period and (iii) not to solicit proposals or engage in discussions relating to alternative acquisition proposals or change the recommendation of the Board to the Company’s stockholders regarding the Merger Agreement, in each case except as otherwise permitted by the Merger Agreement, including in connection with the compliance by the Board with its fiduciary duties under applicable law.

(d)                                 No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.

Certain clients of Magnetar Financial have entered into total return swap agreements giving them economic exposure to the Company.

Magnetar Asset Management LLC (“Magnetar Asset Management”) is a SEC registered investment adviser and an affiliate of Magnetar Financial.  Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Asset Management.  Certain clients of Magnetar Asset Management have entered into total return swap agreements giving them economic exposure to the Company.

Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person or entity.

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Item 7.                                                         Material to be Filed as Exhibits

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:           August 3, 2019

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SCHEDULE A

Funds

(1) Excludes commissions and other execution-related costs.

(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.

(3) Reflects a weighted average purchase price of $10.81534 per share, at prices ranging from $10.62 to $11.19 per share.

(4) Reflects a weighted average purchase price of $11.16383.per share, at prices ranging from $10.815 to $11.61 per share.

(5) Reflects a weighted average purchase price of $10.58300.per share, at prices ranging from $10.25 to $11.20 per share.

(6) Reflects a weighted average purchase price of $9.69433 per share, at prices ranging from $9.38 to $10.38 per share.

(7) Reflects a weighted average purchase price of $10.43000 per share, at prices ranging from $10.41 to $10.47 per share.

(8) Reflects a weighted average purchase price of $9.46916 per share, at prices ranging from $9.33 to $9.76 per share.

(9) Reflects a weighted average purchase price of $9.89667 per share, at prices ranging from $9.51 to $10.21 per share.

(10) Reflects a weighted average purchase price of $10.49921 per share, at prices ranging from $10.18 to $10.73 per share.

(11) Reflects a weighted average purchase price of $10.53086 per share, at prices ranging from $10.23 to $11.00 per share.

(12) Reflects a weighted average purchase price of $10.03491 per share, at prices ranging from $9.77 to $10.52 per share.

(13) Reflects a weighted average purchase price of $9.79560 per share, at prices ranging from $9.62 to $10.00 per share.

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EXHIBIT INDEX

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