Listing
Our common stock is listed on the NASDAQ Global Select Market under the symbol CRZO.
Price Stabilizations, Short Positions
Until the distribution of the shares is completed, SEC rules may limit the underwriters and selling group members from bidding for and
purchasing our common stock. However, the underwriters may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.
In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include
short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than it is required to purchase in the offering.
Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.
Similar to other purchase transactions, any purchases by the underwriters in the open market to cover the syndicate short sales may have the
effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in
the open market. The underwriters may conduct these transactions on the NASDAQ Global Select Market, in the
over-the-counter
market or otherwise.
Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be
discontinued without notice.
Conflicts of Interest
Affiliates of Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Capital One Securities, Inc., RBC
Capital Markets, LLC and BMO Capital Markets Corp. are lenders under our revolving credit facility and, as a result, may receive a portion of the net proceeds of this offering. Because affiliates of such underwriters may receive more than 5% of the
net proceeds in this offering, such underwriters are deemed to have a conflict of interest under FINRA Rule 5121. Accordingly, this offering is being conducted in accordance with FINRA Rule 5121. The appointment of a qualified
independent underwriter is not required in connection with this offering as a bona fide public market, as defined in Rule 5121, exists for our common stock. In accordance with Rule 5121, Citigroup Global Markets Inc., Goldman Sachs
& Co. LLC, Wells Fargo Securities, LLC, Capital One Securities, Inc., RBC Capital Markets, LLC and BMO Capital Markets Corp. will not confirm sales to any account over which it exercises discretionary authority without the specific written
approval of the transaction from the account holder. Please read Use of Proceeds.
Wells Fargo Bank, N.A., an affiliate of
Wells Fargo Securities, LLC, serves as the transfer agent with respect to our Preferred Stock and the warrant agent with respect to our Warrants in connection with the preferred stock and warrants issuance.
Other Relationships
The underwriters and
their respective affiliates are full service financial institutions engaged in various activities, which may include securities sales and trading, commercial and investment banking, financial advisory, investment management, investment research,
principal investment, hedging, market making, financing, brokerage activities and other financial and
non-financial
activities and services.
Certain of the underwriters and their respective affiliates have from time to time performed, and may in the future perform, various financial
advisory, commercial banking and investment banking services for us and for
S-21