Carrizo Launches $600 Million Note Offering

Carrizo Oil & Gas, Inc. has commenced an underwritten public offering, subject to market and other conditions, of $600.0 million aggregate principal amount of senior notes due 2023 under its existing shelf registration statement.

Concurrent with the notes offering, Carrizo is conducting a cash tender offer for any and all of its 8.625% Senior Notes due 2018 as well as a conditional call for redemption of the 8.625% senior notes that are not repurchased pursuant to the tender offer prior to the redemption date. The tender offer and conditional redemption are both subject to a number of conditions that may be waived or changed.

Carrizo intends to use the net proceeds from the notes offering, as well as some of the net proceeds already received from its offering of 5,175,000 shares of common stock of Carrizo completed on March 20, 2015 (which common stock offering proceeds, pending such use, were applied temporarily to reduce borrowings under Carrizo's revolving credit facility), to fund the repurchase or redemption, as applicable, of the 8.625% senior notes. In the event the net proceeds from the notes offering exceed the funds necessary to repurchase the 8.625% senior notes pursuant to the tender offer, Carrizo intends to use such excess net proceeds from the notes offering temporarily to repay borrowings outstanding under its revolving credit facility. Any proceeds not used as described above are expected to be used for general corporate purposes.

On April 14, 2015, Carrizo notified the trustee for its 8.625% senior notes of its election to conditionally call for redemption on May 14, 2015 any or all of its outstanding $600.0 million aggregate principal amount of 8.625% senior 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 preliminary prospectus, including the completion of one or more offerings of senior unsecured notes by Carrizo.

In connection with the notes offering, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, BBVA Securities Inc., Capital One Securities, Inc., and Credit Agricole Securities (USA) Inc. are acting as joint book-running managers and SG Americas Securities, LLC, Mitsubishi UFJ Securities (USA), Inc., Regions Securities LLC, IBERIA Capital Partners L.L.C., and KeyBanc Capital Markets Inc. are acting as joint lead managers.