Obbligazione Carrizo Oil Gas 6.25% ( US144577AH67 ) in USD

Emittente Carrizo Oil Gas
Prezzo di mercato 100.07 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US144577AH67 ( in USD )
Tasso d'interesse 6.25% per anno ( pagato 2 volte l'anno)
Scadenza 14/04/2023 - Obbligazione scaduto

Prospetto opuscolo dell'obbligazione Carrizo Oil Gas US144577AH67 in USD 6.25%, scaduta

Importo minimo 2 000 USD
Importo totale 650 000 000 USD
Cusip 144577AH6
Standard & Poor's ( S&P ) rating CC ( Default imminent with little prospect for recovery )
Moody's rating Caa1 ( Substantial risks )
Descrizione dettagliata The Obbligazione issued by Carrizo Oil Gas ( United States ) , in USD, with the ISIN code US144577AH67, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/04/2023

The Obbligazione issued by Carrizo Oil Gas ( United States ) , in USD, with the ISIN code US144577AH67, was rated Caa1 ( Substantial risks ) by Moody's credit rating agency.

The Obbligazione issued by Carrizo Oil Gas ( United States ) , in USD, with the ISIN code US144577AH67, was rated CC ( Default imminent with little prospect for recovery ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d887468d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-198459

Title of Each Class
Maximum Aggregate
Amount of
of Securities to be Offered

Offering Price

Registration Fee(1)
6.25% Senior Notes due 2023



Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

(To Prospectus Dated August 28, 2014)

Carrizo Oil & Gas, Inc.
6.25% Senior Notes due 2023

We are offering $650,000,000 aggregate principal amount of 6.25% senior notes due 2023. We will pay cash interest on the notes at an annual rate
of 6.25%. Interest on the notes is payable on April 15 and October 15 of each year, beginning October 15, 2015. The notes will mature on April 15,
We may redeem all or a portion of the notes at any time on or after April 15, 2018 at the redemption prices set forth in this prospectus supplement.
Before April 15, 2018, we may, at our option, redeem all or a portion of the notes at 100% of the principal amount plus a make-whole premium. In
addition, prior to April 15, 2018, we may, at our option, redeem up to 35% of the aggregate principal amount of the notes with the proceeds of
certain equity offerings at the redemption price set forth in this prospectus supplement. See "Description of the Notes -- Optional Redemption."
The notes will be our general unsecured obligations and will rank equally with all of our existing and future unsecured senior indebtedness and
senior in right of payment to any future subordinated indebtedness. The notes will be guaranteed on a senior, unsecured basis by all of our
subsidiaries that guarantee our revolving credit facility and existing senior notes. The guarantees will rank equal in right of payment with all of the
existing and future senior indebtedness of our subsidiary guarantors and senior in right of payment to any future subordinated indebtedness of our
subsidiary guarantors. The notes and guarantees will be effectively subordinated to all of our secured indebtedness (including all borrowings under
our revolving credit facility) to the extent of the value of the collateral securing such indebtedness and to all existing and future indebtedness and
other liabilities of our subsidiaries that do not guarantee the notes.
Holders of the notes will have the right to require us to repurchase their notes upon a change of control, as further described in this prospectus
supplement, at a repurchase price in cash equal to 101% of the principal amount of the notes to be repurchased, plus any accrued and unpaid
interest to, but excluding, the date of purchase.
This prospectus supplement includes additional information about the terms of the notes, including optional redemption prices and covenants.
We do not intend to apply to list the notes on any securities exchange or include them in any automated quotation system. Currently, there is no
public market for the notes offered hereby.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement and on page 2 of the
accompanying prospectus.

Proceeds to
Price to
Discounts and
us (before

Per Note



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Plus accrued interest, if any, from April 28, 2015, if settlement occurs after that date.

We expect that delivery of the notes will be made in book-entry form on or about April 28, 2015.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Joint Book-Running Managers

RBC Capital Markets
Wells Fargo Securities

Credit Suisse
Capital One Securities

Credit Agricole CIB
Joint Lead Managers


Regions Securities LLC
IBERIA Capital Partners L.L.C.

KeyBanc Capital Markets

April 14, 2015
Table of Contents
Prospectus Supplement


Forward Looking Statements
Description of the Notes
Certain Material U.S. Federal Income and Estate Tax
Risk Factors
Use of Proceeds
Underwriting (Conflicts of Interest)
Ratio of Earnings to Fixed Charges
Legal Matters
Description of Other Indebtedness
Where You Can Find More Information


Carrizo Oil & Gas, Inc.

Description of Capital Stock

Risk Factors

Description of Warrants

Forward-Looking Statements

Selling Shareholders

Use of Proceeds

Plan of Distribution

Ratio of Earnings to Fixed Charges

Legal Matters

Description of Debt Securities


Where You Can Find More Information


This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of the notes. The second
part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering of the notes. We
sometimes refer to the prospectus supplement and the accompanying prospectus together as "this prospectus." If the information varies between
this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus or in any free writing prospectus made available by us. Neither we nor the underwriters have authorized any other person to
provide you with different information. If anyone provides you with different information, you should not rely on it. Neither we nor the
underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume the
information appearing in this prospectus supplement is accurate only as of the date on the cover of this prospectus supplement and that
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any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference. Our
business, financial condition, results of operations and prospects may have changed since those dates.
This document is not a prospectus for the purposes of the European Union's Directive 2003/71 (and any amendments thereto) as implemented
in member states of the European Economic Area (the "Prospectus Directive). This document has been prepared on the basis that all offers of notes
offered hereby made to persons in the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the
requirement to produce a prospectus in connection with offers of such shares.

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The communication of this document and any other document or materials relating to the issue of any notes offered hereby is not being made,
and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the United Kingdom's
Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order), or within Article 49(2)(a) to (d) of the Financial
Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons
together being referred to as "relevant persons"). In the United Kingdom, the notes offered hereby are only available to, and any investment or
investment activity to which this document relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a
relevant person should not act or rely on this document or any of its contents.
We expect that delivery of the notes will be made to investors on or about April 28, 2015, which will be the tenth business day following the
date of this prospectus supplement (such settlement being referred to as "T+10"). Under Rule 15c6-1 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), trades in the secondary market are required to settle in three business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder may be required, by virtue
of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed
settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

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This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, contain statements concerning our intentions, expectations, projections, assessments of risk,
estimations, plans or predictions for the future, beliefs, objectives, goals, strategies, future events or performance and underlying assumptions and
other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding:

Y our growth strategies;

Y our ability to explore for and develop oil and gas resources successfully and economically;

Y our estimates of the timing, number and results of wells we expect to drill and other exploration activities;

Y our estimates and forecasts regarding timing and levels of production;

Y changes in reserves, acreage and working capital requirements;

Y commodity price risk management activities and the impact on our average realized prices;

Y anticipated trends in our business;

Y availability of pipeline connections and water disposal on economic terms;

Y the effects of competition on us;

Y our future results of operations;

Y our liquidity and our ability to finance our exploration and development activities, including accessibility of borrowings under our

revolving credit facility, our borrowing base, and the result of any borrowing base redetermination;

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Y our planned expenditures, prospects budgeted and capital expenditure plan;

Y future market conditions in the oil and gas industry;

Y our ability to make, integrate and develop acquisitions and realize any expected benefits or effects of completed acquisitions;

Y the benefits, results, effects, availability of and results of new and existing joint ventures and sales transactions;

Y receipt of receivables, drilling carry and proceeds from sales;

Y our ability to complete planned transactions on desirable terms;

Y the impact of governmental regulation, taxes, market changes and world events;

Y our tender offer and redemption of our 8.625% senior notes;

Y our ability to successfully complete the tender offer for our outstanding 8.625% senior notes; and

Y our use of proceeds and any benefits or effects thereof.
You generally can identify our forward-looking statements by the words "anticipate," "believe," budgeted," "continue," "could," "estimate,"
"expect," "forecast," "goal," "intend," "objective," "plan," "potential," "predict," "projection," "scheduled," "should," or other similar words. Such
statements involve

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risks and uncertainties, including, but not limited to, those relating to the worldwide economic downturn, availability of financing, our dependence
on our exploratory drilling activities, the volatility of and changes in oil and gas prices, the need to replace reserves depleted by production,
operating risks of oil and gas operations, our dependence on our key personnel, factors that affect our ability to manage our growth and achieve our
business strategy, results, delays and uncertainties that may be encountered in drilling, development or production, interpretations and impact of oil
and gas reserve estimation and disclosure requirements, activities and approvals of our partners and parties with whom we have alliances,
technological changes, capital requirements, the timing and amount of borrowing base determinations (including determinations by lenders) and
availability under our revolving credit facility, evaluations of us by lenders under our revolving credit facility, the potential impact of government
regulations, including current and proposed legislation and regulations related to hydraulic fracturing, oil and natural gas drilling, air emissions and
climate change, regulatory determinations, litigation, competition, the uncertainty of reserve information and future net revenue estimates,
acquisition risks, availability of equipment and crews, actions by our midstream and other industry partners, weather, availability of financing,
actions by lenders, our ability to obtain permits and licenses, the results of audits and assessments, the failure to obtain certain bank and lease
consents, the existence and resolution of title defects, new taxes and impact fees, delays, costs and difficulties relating to our joint ventures, actions
by joint venture partners, results of exploration activities, the availability and completion of land acquisitions, completion and connection of wells
and other factors detailed in this prospectus and in our filings with the Securities and Exchange Commission ("SEC").
We have based our forward-looking statements on our management's beliefs and assumptions based on information available to our
management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future
events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from
those expressed or implied by our forward-looking statements.
Some of the factors that could cause actual results to differ from those expressed or implied in forward-looking statements are described
under "Risk Factors" and in other sections of this prospectus and described under "Risk Factors" and elsewhere in the documents that we
incorporate by reference into this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2014, our subsequent
Quarterly Reports on Form 10-Q and current reports on Form 8-K, and all other documents incorporated by reference into this prospectus. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially
from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements.
Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to
update or revise any forward-looking statement.

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This summary highlights selected information about us but does not contain all the information that may be important to you. This
prospectus supplement includes specific terms of the offering and information about our business and financial data. You should read
carefully this prospectus supplement and the accompanying prospectus, including the matters set forth under the caption "Risk Factors," and
the information incorporated by reference in this prospectus supplement and the accompanying prospectus before making an investment
decision with respect to the notes.
In this prospectus supplement, except under the caption "Description of the Notes" and unless the context indicates otherwise, references
to "Carrizo," the "Company," "we" and "us" refer to Carrizo Oil & Gas, Inc. and its subsidiaries. For more information about the industry
terms used in this prospectus supplement, please read "Glossary of Certain Industry Terms" in our Annual Report on Form 10-K for the year
ended December 31, 2014.
Our Company
Carrizo Oil & Gas, Inc. is a Houston-based energy company which, together with its subsidiaries, is actively engaged in the exploration,
development, and production of oil and gas primarily from resource plays located in the United States. Our current operations are principally
focused in proven, producing oil and gas plays primarily in the Eagle Ford Shale in South Texas, the Utica Shale in Ohio, the Niobrara
Formation in Colorado, and the Marcellus Shale in Pennsylvania.
Our Business Strategy
Our objective is to increase value through the execution of a business strategy focused on organic growth through the drillbit. Key
elements of our business strategy include:

Y Grow primarily through drilling. We pursue a manufacturing-style development drilling program. We seek to identify resource plays
through our extensive experience with the help of geological and geophysical analysis of 3-D seismic and other data and then

accumulate sizeable acreage positions in high-quality areas. This provides us with the scale to drive efficiencies through our
operations and improve our margins. Our ability to successfully identify, define and develop resource plays is demonstrated by our
consistent success in rapidly growing oil and gas reserves and production in our oil and gas focused plays.

Y Maintain our financial flexibility. We are committed to preserving our financial flexibility. We have historically funded our capital

program with a combination of cash generated from operations, proceeds from the sale of assets, proceeds from sales of securities,
proceeds, payments or carried interest from our joint ventures and borrowings under our revolving credit facility.

Y Control operating and capital costs. We emphasize efficiencies to lower our costs to find, develop and produce our oil and gas
reserves. This includes concentrating on our core areas, which allows us to optimize drilling and completion techniques as well as
benefit from economies of scale. In addition, as we operate a significant percentage of our properties, the majority of our capital

expenditure plan is discretionary allowing us the ability to reduce or reallocate our spending in response to changes in market
conditions. For example, we have reduced our 2015 capital expenditure plan by approximately 42% from our 2014 capital
expenditures (excluding prior acquisitions), which reflects our strategy of maintaining financial flexibility in a low commodity price

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Y Manage risk exposure. We seek to limit our financial risks, in part by seeking well-funded partners to ensure that we are able to
move forward on projects in a timely manner. We also attempt to limit our exposure to reductions in commodity prices by actively

hedging production of both crude oil and natural gas. Our current long-term strategy is to manage exposure for a substantial, but
varying, portion of forecasted production up to 36 months.

Y Pursue growth in crude oil plays. Since April 2010, we have pursued a growth strategy in crude oil plays driven by the attractive
relative economics associated with this commodity. By focusing on and implementing this strategy, our crude oil production as a
percentage of total production has increased significantly from 3% for the year ended December 31, 2010 to 58% for the year ended
December 31, 2014, which resulted in a significant increase in crude oil revenue as a percentage of total revenues from 10% for the

year ended December 31, 2010 to 86% for the year ended December 31, 2014. Additionally, over 95% of our 2015 drilling and
completion capital expenditure plan is directed towards opportunities that we believe are predominantly prospective for crude oil
development. We continue to focus our capital program on resource plays where individual wells tend to have lower risk, such as our
operations in the Eagle Ford.

Y Utilize our experience as a technical advantage. We believe we have developed a technical advantage from our extensive experience
drilling over 700 horizontal wells in various resource plays, including the Eagle Ford, Utica, Niobrara, Marcellus, and previously, the
Barnett, which has allowed our management, technical staff and field operations teams to gain significant experience in resource
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