As filed with the Securities and Exchange Commission on December 20, 2019
Registration No. 333-221121
Registration No. 333-221122
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-3 REGISTRATION STATEMENT NO. 333-221121
FORM S-3 REGISTRATION STATEMENT NO. 333-221122
Under
THE
SECURITIES ACT OF 1933
CARRIZO OIL & GAS, INC.*
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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64-0844345
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042
(281) 589-5200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Michol L. Ecklund
Senior Vice President, General Counsel and Corporate Secretary
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042
(281) 589-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sean
T. Wheeler, P.C.
Lanchi D. Huynh
Kirkland & Ellis LLP
609 Main Street
Houston,
TX 77002
United States
(713) 836-3600
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Pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019 (as amended), by and between
Callon Petroleum Company, a Delaware corporation (Callon), and Carrizo Oil & Gas, Inc. (Carrizo), Carrizo merged with and into Callon (the Merger) on December 20, 2019, with Callon surviving the
Merger. Callon is Carrizos successor-in-interest as a result of the Merger. Carrizos state of incorporation was Texas and its I.R.S. Employer Identification
Number was 76-0415919. Certain subsidiaries of Carrizo prior to the Merger are also registrants and are identified below.
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TABLE OF ADDITIONAL REGISTRANTS
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Exact Name of Additional Registrants
as Specified in Their Respective Charters(1)
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Jurisdiction of
Incorporation/Organization
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I.R.S. Employer
Identification
Number
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Bandelier Pipeline Holding, LLC
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Delaware
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27-0629697
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Callon (Eagle Ford) LLC (f/k/a Carrizo (Eagle Ford)
LLC)
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Delaware
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45-2648836
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Callon (Marcellus) LLC (f/k/a Carrizo (Marcellus)
LLC)
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Delaware
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26-3529055
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Callon (Marcellus) WV LLC (f/k/a Carrizo (Marcellus) WV
LLC)
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Delaware
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27-3279601
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Callon (Niobrara) LLC (f/k/a Carrizo (Niobrara) LLC)
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Delaware
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45-2648909
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Callon (Permian) LLC (f/k/a Carrizo (Permian) LLC)
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Delaware
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46-2191866
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Callon (Utica) LLC (f/k/a Carrizo (Utica) LLC)
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Delaware
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45-3092066
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Callon Marcellus Holding Inc. (f/k/a Carrizo Marcellus
Holding Inc.)
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Delaware
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26-3528920
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CLLR, Inc.
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Delaware
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20-5154104
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Hondo Pipeline, Inc.
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Delaware
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26-1309563
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Mescalero Pipeline, LLC
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Delaware
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27-0638159
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(1)
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The address and telephone number of each additional registrants principal executive office is 2000 W. Sam
Houston Parkway S., Suite 2000, Houston, Texas 77042, telephone number: (281) 589-5200. The agent for service for each additional registrant is Michol L. Ecklund at the same address and telephone number.
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Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐