Carrizo Upsizes Stock Offering to $650 Million

Carrizo Oil & Gas, Inc. has priced an underwritten public offering of $650.0 million aggregate principal amount of senior notes due 2023 under its existing shelf registration statement.

The offering was upsized to $650.0 million aggregate principal amount from the original offering size of $600.0 million aggregate principal amount. The offering is expected to close on April 28, 2015, subject to customary closing conditions. 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 a portion of the net proceeds from this offering 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 will be used for general corporate purposes.

The notes will bear interest at a rate of 6.250% per annum and will mature on April 15, 2023. The company may redeem all or a portion of the notes at any time on or after April 15, 2018 at the redemption prices set forth in the prospectus supplement related to the offering. Before April 15, 2018, 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.

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.