Carrizo Oil & Gas Announces Cash Tender Offer for 8.625% Senior Notes Due 2018
April 14 2015 - 8:43AM
Carrizo Oil & Gas, Inc. (Nasdaq:CRZO) today
announced that it has commenced a tender offer to purchase for cash
any and all of its outstanding 8.625% Senior Notes due 2018
(CUSIP/ISIN: 144577 AC7 / US144577AC70) and any related guarantees.
The tender offer is being made pursuant to an Offer to Purchase
dated today and a related Letter of Transmittal and Notice of
Guaranteed Delivery, which set forth the terms and conditions of
the tender offer. As of April 14, 2015, the aggregate principal
amount of the notes outstanding is $600.0 million.
The consideration for each $1,000 principal amount of notes
validly tendered and accepted for payment pursuant to the tender
offer will be $1,046.13. Holders whose notes are purchased will
also receive accrued and unpaid interest thereon from the last
interest payment date up to, but not including, the settlement
date.
The tender offer will expire at 5:00 p.m. New York City time on
April 23, 2015, unless extended. Holders of notes must validly
tender and not validly withdraw their notes before 5:00 p.m. New
York City time on the tender offer expiration date to be eligible
to receive the consideration. Tendered notes may be withdrawn at
any time prior to the expiration time.
The tender offer is subject to the satisfaction of certain
conditions more fully described in the Offer to Purchase, including
the completion of one or more offerings of senior unsecured notes
by Carrizo. The tender offer is not conditioned upon any minimum
amount of notes being tendered. The tender offer may be amended,
extended, terminated, or withdrawn.
On April 14, 2015, Carrizo delivered a notice to the trustee
under which it conditionally called for redemption on May 14, 2015
all the notes that are then outstanding. Carrizo will not redeem
notes that have been purchased by Carrizo pursuant to the tender
offer and that therefore do not remain outstanding. This call for
redemption is conditioned upon the satisfaction of certain
conditions more fully described in the notice and the Offer to
Purchase, including the completion of one or more offerings of
senior unsecured notes by Carrizo.
Carrizo has retained RBC Capital Markets, LLC to serve as the
Dealer Manager for the tender offer. RBC Capital Markets, LLC may
be contacted at (877) 381-2099 (toll free) for banks and brokers or
(212) 618-7822 (collect).
Carrizo has also retained Wells Fargo Bank, N.A, to serve as the
Depositary Agent and D.F. King & Co., Inc. to serve as the
Information Agent for the tender offer.
The tender offer is being made pursuant to the terms and
conditions contained in the Offer to Purchase, Letter of
Transmittal and Notice of Guaranteed Delivery, copies of which may
be obtained from D.F. King & Co., Inc. by telephone at (800)
581-3783 (toll free) or for banks and brokers at (212) 269-5550 or
in writing at D.F. King & Co., Inc., 48 Wall Street, 22nd
Floor, New York, New York 10005.
Copies of the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery are also available at the following
web address: www.dfking.com/carrizo
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the tender offer. In
addition, this press release is not an offer to sell or the
solicitation of an offer to buy any securities issued in connection
with any notes offering, nor shall there be any sale of the
securities issued in such offering in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any such securities will be offered only by means of
a prospectus, including a prospectus supplement relating to such
securities, meeting the requirements of Section 10 of the U.S.
Securities Act of 1933.
Carrizo Oil & Gas, Inc. is a Houston-based energy company
actively engaged in the exploration, development, and production of
oil and gas from resource plays located in the United States.
Carrizo's 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.
CONTACT: Jeffrey P. Hayden, CFA, VP - Investor Relations
(713) 328-1044
David L. Pitts, Chief Financial Officer
(713) 328-1000
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