Obligation Callon Energy 7.5% ( US144577AF02 ) en USD

Callon Energy

100 % ⇌

Etas-Unis

US144577AF02 ( en USD )

7.5% par an ( paiement semestriel )

15/09/2020 - Obligation échue

Prospectus brochure de l'obligation Callon Petroleum Company (CPE) US144577AF02 en USD 7.5%, échue

2 000 USD

600 000 000 USD

144577AF0

N/A

Callon Petroleum Company (CPE) est une société d'exploration et de production pétrolière et gazière indépendante, axée principalement sur le bassin permien au Texas et au Nouveau-Mexique.

L'Obligation émise par Callon Energy ( Etas-Unis ) , en USD, avec le code ISIN US144577AF02, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2020

Definitive Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1040593/000119312512383359...
424B5 1 d403699d424b5.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No.
333-173821
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee (1)
7.50% Senior Notes due 2020

$300,000,000

$34,380

(1) The registration fee of $34,380 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 29, 2011)

$300,000,000
7.50% Senior Notes due 2020

We are offering $300,000,000 aggregate principal amount of 7.50% Senior Notes due 2020. We will pay cash interest on the
notes at an annual rate of 7.50%. Interest on the notes is payable on March 15 and September 15 of each year, beginning March 15,
2013. The notes will mature on September 15, 2020.
We may redeem all or a portion of the notes at any time on or after September 15, 2016 at the redemption prices set forth in this
prospectus supplement. Before September 15, 2016, 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 September 15, 2015, 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 certain of our subsidiaries. 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 senior secured 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-13 of this prospectus supplement and on
page 2 of the accompanying prospectus.

Underwriting
Proceeds to us
Price to
Discounts and
(before

Public(1)

Commissions

expenses)

Per Note

100.00%

1.65417%

98.34583%
Total

$300,000,000
$4,962,510
$295,037,490
(1) Plus accrued interest, if any, from September 10, 2012, if settlement occurs after that date.
We expect that delivery of the notes will be made in book-entry form on September 10, 2012.
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
Senior Co-Managers

SOCIETE GENERALE

Capital One Southcoast

Credit Agricole CIB
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Co-Managers

Global Hunter Securities

Mitsubishi UFJ Securities

September 5, 2012
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TABLE OF CONTENTS
Prospectus Supplement

Page

Page
Forward Looking Statements

S-ii Description of Other Indebtedness

S-21
Summary

S-1 Description of the Notes

S-25
Risk Factors

S-13
Material U.S. Federal Income and Estate Tax
Use of Proceeds

S-18
Considerations

S-81
Ratio of Earnings to Fixed Charges and Earnings to
Underwriting (Conflict of Interest)

S-86
Combined Fixed Charges and Preferred Stock
Legal Matters

S-91
Dividends

S-19
Experts

S-91
Capitalization

S-20
Where You Can Find More Information

S-91

Prospectus

Carrizo Oil & Gas, Inc.
1
Description of Capital Stock

17
Risk Factors
2
Description of Warrants

21
Forward-Looking Statements
6
Selling Shareholders

22
Use of Proceeds
8
Plan of Distribution

23
Ratio of Earnings to Fixed Charges and Earnings to
Legal Matters

26
Combined Fixed Charges and Preferred Stock
Experts

26
Dividends
8
Where You Can Find More Information

26
Description of Debt Securities
9

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. We are not 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 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 that date.

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FORWARD LOOKING STATEMENTS
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 expectations, beliefs, plans, 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:

·
our growth strategies;

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

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

·
our estimates regarding timing and levels of production;

·
anticipated trends in our business;

·
the effects of competition on us;

·
our future results of operations;

·
our liquidity and our ability to finance our exploration and development activities;

·
our capital expenditure plan;

·
plans regarding our North Sea assets;

·
future market conditions in the oil and gas industry;

·
our ability to make, integrate and develop acquisitions;

·
our ability to complete planned transactions on desirable terms; and

·
the impact of governmental regulation, taxes, market changes and world events.
You generally can identify our forward-looking statements by the words "anticipate," "believe," budgeted," "continue," "could,"
"estimate," "expect," "forecast," "goal," "intend," "may," "objective," "plan," "potential," "predict," "projection," "scheduled,"
"should," or other similar words. Such statements involve 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, borrowing base determinations and availability under our credit facilities, evaluations of
us by lenders under our credit facilities, 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, property 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 SEC.

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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, 2011, 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, as updated by our subsequent filings under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). 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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SUMMARY
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.
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, 2011.
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 in the United States and United Kingdom. Our current operations are
principally focused in proven, producing oil and gas plays primarily in the Eagle Ford Shale in South Texas, the Niobrara
Formation in Colorado, the Barnett Shale in North Texas, the Marcellus Shale in Pennsylvania, New York and West Virginia, the
Utica Shale in Ohio and Pennsylvania, and the U.K. North Sea.
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:

·
Grow Primarily Through Drilling. We pursue a technology-driven exploration drilling program. We generate
exploration prospects through geological and geophysical analysis of 3-D seismic and other data. Our ability to
successfully define and drill exploratory prospects is demonstrated by our consistent success in rapidly growing oil

and gas reserves and production in our oil and gas focused resource plays. Additionally, we believe our success and
ability to execute our growth strategy is demonstrated by our ability to attract joint venture partners on our existing
acreage in the Eagle Ford, Marcellus, and Utica Shales.

·
Pursue Growth in Crude Oil and Liquids-Rich Plays. Since April 2010, we have pursued a growth strategy in crude
oil and liquids-rich plays driven by the attractive economics associated with those commodities. By focusing on and
implementing this strategy our crude oil and liquids revenue as a percentage of total revenues has increased

significantly to 10%, 37% and 78% for the years ended December 31, 2010 and 2011 and for the six months ended
June 30, 2012, respectively. Additionally, over 80% of our 2012 U.S. drilling capital expenditure plan is directed
towards opportunities that we believe are predominantly productive for crude oil and liquids.

·
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, our discretionary capital spending
has been strategically redeployed to pursue growth in crude oil and liquids-rich plays.

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·
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 non-core

assets, proceeds from sales of securities, proceeds, payments or carried interest from our joint ventures and
borrowings under our bank credit facilities.

·
Focus on Areas Where We Have Experience and a Technical Advantage. We believe we have developed a technical
advantage from our extensive experience drilling over 260 horizontal wells in the Barnett Shale, where our
management, technical staff and field operations teams have significant experience. We are now leveraging this

advantage in other shale trends, principally in the Eagle Ford Shale, the Niobrara, and the Marcellus and Utica Shales.
In 2012, we have focused a majority of our capital expenditures in these core areas, where we have acquired, or are
acquiring significant acreage positions and a large prospect inventory.

·
Maintain a Conservative Exploration and Development Portfolio. We continue to focus our primary exploration

effort and capital program on resource plays, where individual wells tend to have lower risk and attractive economics,
such as our successful drilling program in the Eagle Ford Shale.

·
Manage Risk Exposure. We seek to limit our financial and operating risks by varying our level of participation in
drilling prospects with differing risk profiles and by seeking well funded partners to ensure that we are able to move
forward on projects in a timely manner. Prominent examples of this strategy include our joint ventures with an affiliate

of Reliance Industries in Pennsylvania, with an affiliate of GAIL (India) Limited in the Eagle Ford Shale and with an
affiliate of Avista Capital Partners in the Marcellus Shale and the Utica Shale. 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.
Our Competitive Strengths
We believe we have the following competitive strengths that will support our efforts to successfully execute our business
strategy:

·
Large inventory of oil-focused drilling locations with attractive economics. We have developed a significant
inventory of future drilling locations. As of December 31, 2011, we had approximately 100,000 total net acres and 29.5

MMboe combined proved reserves in the crude oil and liquids-rich plays in the Eagle Ford Shale and Niobrara
Formation. Our oil revenue as a percentage of total revenues was 78% for the six months ended June 30, 2012.

·
Successful drilling history. We follow a disciplined approach to drilling wells by applying proven horizontal drilling

technology. Additionally, we rely on advanced technologies, such as 3-D seismic and microseismic analysis, to better
define geologic risk and enhance the results of our drilling efforts.

·
Experienced management and professional workforce. We have an experienced staff of oil and gas professionals,
including geophysicists, petrophysicists, geologists, petroleum engineers and production and reservoir engineers and

technical support staff. We believe our experience and expertise, particularly as they relate to successfully identifying
and developing resource plays, is a competitive advantage.

·
Operational control. As of December 31, 2011, we operated approximately 66.3% of the wells in which we held an
interest, and of the wells we operated, we held an average interest of approximately 82.8%. Our significant operational

control provides us with the flexibility to align capital expenditures with cash flow as we are generally able to adjust
drilling plans in response to changes in commodity prices.

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Recent Developments
Recent Sales of Select Assets
In April 2012, we completed the sale of a significant portion of our remaining Barnett Shale properties to Atlas Resource
Partners, L.P. for an agreed upon price of $190.0 million. Net proceeds received from the sale were approximately $187.0
million in cash, subject to final post-closing adjustments. The purchase price adjustments primarily related to proceeds we
received for sales of hydrocarbons from such properties between the effective date of January 1, 2012 and the closing date of
April 30, 2012. The net proceeds have been recognized as a reduction of our capitalized oil and gas property costs and
accordingly, no gain or loss was recognized as a result of the sale. The sale included approximately 221 gross (110 net) wells
that produced at an approximate net rate of 35 MMcfe per day. Estimated total proved reserves associated with the divested
properties, derived from the reserve reports prepared for our Annual Reports on Form 10-K for the years ended December 31,
2011, 2010 and 2009, were approximately 312 Bcfe (comprised of 177 Bcfe of proved developed and 135 Bcfe of proved
undeveloped reserves), of which 53 Bcfe were non-operated. We used substantially all of the net proceeds from this sale to
reduce the outstanding borrowings under our senior secured revolving credit facility.
We recently conducted processes to rationalize our interests in certain of our non-core assets. Our wholly-owned subsidiary
Carrizo (Utica) LLC is party to a joint venture in the Utica Shale with certain affiliates of Avista Capital Partners, LP, an affiliate
of the Chairman of our Board of Directors. Under the terms of this Utica Shale joint venture, we and Avista have acquired certain
acreage in the Utica Shale play. On August 23, 2012, consistent with our previously announced strategy, we and Avista severally
entered into an agreement with a third party whereby we each agreed to sell certain of our acreage in the non-core northern
portion of the play. As a consequence of the sale, we have agreed to sell our 10% interest in these properties and, until
mid-September, may exercise an option to acquire from Avista an additional 40% of the joint venture's interest in properties
subject to the sale. Exercise of the option in connection with the sale is subject to approval of a special committee of our Board
of Directors that is charged with reviewing certain transactions with Avista.
In addition, we recently executed a purchase and sale agreement with another party to sell substantially all of our remaining
non-core conventional oil and gas properties in the Gulf Coast region of the United States (not including, among other properties,
any of our Eagle Ford acreage). This constitutes substantially all of our remaining domestic conventional resources and
production.
These two property packages (the Utica and the Gulf Coast) accounted for approximately 5% of our daily production on an
equivalent basis in the second quarter of 2012 and totaled less than 1% of our proved reserves as of year-end 2011. These
property packages are expected to close in late September or early October and should ultimately net us approximately $60
million, subject to normal post-closing adjustments.
The transactions described above are subject to closing conditions and there can be no assurances such transactions will be
consummated on the terms or timing described above, or at all.
Niobrara Joint Venture
As previously announced, we are seeking joint venture partners for our Niobrara acreage. We are currently in negotiations to
sell 10% to 30% interests in our Niobrara acreage to buyers and establish a joint venture under which a portion of the purchase
price will be a carry that can be applied to development costs within a specified time relating to the acreage.

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North Sea Huntington Development Project
As previously announced, initial bids were received for our North Sea Huntington Development project; we are currently
working with the high bidder to assist them in securing the financing necessary to complete the purchase of our interest.
Amendment to Credit Agreement
In connection with this offering, on September 4, 2012, the credit agreement governing the senior secured revolving credit
facility was amended to, among other things, increase the basket available for issuances of additional senior notes. Prior to giving
effect to the amendment, we had $200.0 million of availability in our basket for issuances of additional senior notes, and the
amendment increases the available amount of this basket to $350.0 million. Please see "Description of Other Indebtedness --
Senior Secured Revolving Credit Facility."
Corporate Information
Our principal executive offices are located at 500 Dallas Street, Suite 2300, Houston, Texas 77002, and our telephone
number at that location is (713) 328-1000. Information contained on our website, http://www.crzo.net, is not part of this
prospectus.

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