Carrizo Oil & Gas Prices Offering of $250 Million of Senior Notes Due 2025
June 29 2017 - 9:00PM
Carrizo Oil & Gas, Inc. (Nasdaq:CRZO)
announced today that it has priced an underwritten public offering
of $250.0 million aggregate principal amount of senior notes due
2025 under its existing shelf registration statement. The offering
is expected to close on July 14, 2017, subject to customary closing
conditions. Carrizo intends to use the net proceeds from this
offering to fund a portion of the purchase price for the pending
acquisition of approximately 16,488 net acres located in the
Delaware Basin (the “Pending Acquisition”) and for general
corporate purposes. Pending the closing of the Pending Acquisition,
Carrizo intends to use the net proceeds from this offering to
reduce borrowings under its revolving credit facility. Carrizo
intends to use net proceeds from this offering not used to pay the
purchase price for the Pending Acquisition for general corporate
purposes, including to fund future potential acquisitions or a
portion of its 2017 and 2018 capital expenditure plans.
The notes will bear interest at a rate of 8.250%
per annum and will mature on July 15, 2025. The company may redeem
all or a portion of the notes at any time on or after July 15, 2020
at the redemption prices set forth in the prospectus supplement
related to the offering. Before July 15, 2020, the company may, at
its option, redeem all or a portion of the notes at 100% of the
principal amount plus a make-whole premium. Holders of the notes
may require Carrizo to repurchase some or all of its notes for cash
in the event of certain fundamental changes, at 101% of the amount
plus accrued and unpaid interest.
If the Pending Acquisition is not consummated by
October 28, 2017 (the date that is 122 days after the date of
execution of the purchase and sale agreement related to the Pending
Acquisition (the “Purchase Agreement”) or if the Purchase Agreement
is terminated at any time prior to the consummation of the Pending
Acquisition, Carrizo will be required to redeem the notes in cash
at a redemption price equal to the initial offering price, plus
accrued and unpaid interest to, but not including, the date of
redemption. Additionally, if Carrizo determines it is reasonably
likely that the Pending Acquisition will not close on or prior to
October 28, 2017, or the Purchase Agreement will be terminated at
any time prior to the consummation of the Pending Acquisition,
Carrizo may, at its option, redeem the notes then outstanding in
cash at a redemption price equal to the initial offering price,
plus accrued and unpaid interest to, but not including, the date of
redemption.
In connection with this offering, Citigroup
Global Markets Inc. and BofA Merrill Lynch are acting as joint
global coordinators and bookrunners. The offering is being made
pursuant to an effective shelf registration statement filed with
the Securities and Exchange Commission on August 28, 2014. When
available, copies of the prospectus for the offering may be
obtained from the offices of: Citigroup Global Markets Inc., via
telephone: (800) 831-9146, email: prospectus@citi.com, or standard
mail c/o Broadridge Financial Services, 1155 Long Island Avenue,
Edgewood, New York 11717; or BofA Merrill Lynch, via email:
dg.prospectus_requests@baml.com, or standard mail c/o Prospectus
Department, NC1-004-03-43, 200 North College Street, 3rd floor,
Charlotte NC 28255-0001.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy the notes nor shall
there be any sale of the notes in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Carrizo Oil & Gas, Inc. is a Houston-based
energy company actively engaged in the exploration, development,
and production of oil, NGLs, 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 Delaware Basin in West Texas,
the Niobrara Formation in Colorado, the Utica Shale in Ohio, and
the Marcellus Shale in Pennsylvania.
Statements in this news release that are not
historical facts, including but not limited to those relating to
the proposed public offering, the use of proceeds from the proposed
public offering and other matters related to the public offering,
the consummation of the Pending Acquisition and other statements
that are not historical facts, are forward-looking statements that
are based on current expectations. Although Carrizo believes that
its expectations are based on reasonable assumptions, it can give
no assurance that these expectations will prove correct. Important
factors that could cause actual results to differ materially from
those in the forward-looking statements include satisfaction of
closing conditions of the Pending Acquisition, failure of the
Pending Acquisition to close, market conditions and other factors
affecting Carrizo’s ability to complete its common stock offering
and the preferred stock and warrants issuance, integration and
other acquisition risks, other factors affecting Carrizo’s ability
to reach agreements or complete acquisitions or dispositions,
actions by the seller in the Pending Acquisition, results of
operations, market conditions, capital needs and uses and other
risks and uncertainties that are beyond Carrizo’s control,
including those described in the prospectus, Carrizo’s Form 10-K
for the year ended December 31, 2016 and its other filings with the
Securities and Exchange Commission. Any forward-looking statement
speaks only as of the date on which such statement is made and
Carrizo undertakes no obligation to correct or update
forward-looking information. Carrizo may not consummate the Pending
Acquisition and the closing of the offering is not conditioned upon
the consummation of the Pending Acquisition.
Source: Carrizo Oil & Gas, Inc.
Contact:
Jeffrey P. Hayden, CFA, VP - Investor Relations
(713) 328-1044
Kim Pinyopusarerk, Manager - Investor Relations
(713) 358-6430
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