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filed with the Securities and Exchange Commission on April 25, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CARRIZO OIL & GAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Texas
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76-0415919 |
(State or Other Jurisdiction of
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(I.R.S. Employer |
Incorporation or Organization)
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Identification No.) |
1000 Louisiana, Suite 1500
Houston, Texas 77002
(713) 328-1000
(Address, including zip code, and telephone
number, including area code, of
registrants principal executive offices)
S.P. Johnson IV
President and Chief Executive Officer
Carrizo Oil & Gas, Inc.
1000 Louisiana, Suite 1500
Houston, Texas 77002
(713) 328-1000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Gene J. Oshman
James H. Mayor
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002
(713) 229-1234
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Jurisdiction of |
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I.R.S. Employer |
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Exact Name of Additional Registrants |
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Incorporation/Organization |
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Identification Number |
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CCBM, Inc. |
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Delaware |
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76-0685601 |
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CLLR, Inc. |
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Delaware |
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20-5154104 |
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Approximate date of commencement of proposed sale to the public: From time to time after
this registration statement becomes effective.
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. o
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. þ
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. o
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. o
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. þ
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. o
CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
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Amount to be Registered/Proposed Maximum Aggregate |
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Securities to be Registered |
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Offering Price/Amount of Registration Fee(1)(2) |
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Debt Securities |
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Common Stock, par value $0.01 per share |
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Preferred Stock, par value $0.01 per share |
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Warrants |
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Guarantees of Debt Securities(3) |
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(1) |
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There is being registered hereunder such indeterminate number or amount of debt securities,
common stock, preferred stock and warrants and guarantees of debt securities as may from time to
time be issued at indeterminate prices and as may be issuable upon conversion, redemption,
exchange, exercise or settlement of any securities registered hereunder, including under any
applicable antidilution provisions. Any securities registered hereunder may be sold separately
or with other securities registered hereunder. In accordance with Rules 456(b) and 457(r) under
the Securities Act of 1933, as amended, the registrant is deferring payment of all of the
registration fee. |
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In reliance on Rule 456(b) and Rule 457(r) under the Securities Act, the registrant hereby
defers payment of the registration fee required in connection with this Registration Statement. |
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CCBM, Inc. and CLLR, Inc. may fully and unconditionally guarantee any series of debt
securities of Carrizo Oil & Gas, Inc. Pursuant to Rule 457(n), no separate fee is payable with
respect to the guarantees of the debt securities being registered. |
Prospectus
Carrizo Oil & Gas, Inc.
Senior Debt Securities
Subordinated Debt Securities
Common Stock
Preferred Stock
Warrants
We will provide the specific terms of the securities in supplements to this prospectus. You
should read this prospectus and any supplement carefully before you invest.
Our common stock is listed on the Nasdaq Global Select Market under the symbol CRZO.
You should consider carefully the risk factors beginning on page 2 of this prospectus and in
any applicable prospectus supplement before purchasing any of our securities.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is April 25, 2007.
Table of Contents
Page
About This Prospectus
This prospectus is part of a registration statement that we have filed with the U.S.
Securities and Exchange Commission (SEC) using a shelf registration process. Using this
process, we may offer any combination of the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general description of the securities we may offer.
Each time we use this prospectus to offer securities, we will provide a prospectus supplement and,
if applicable, a pricing supplement that will describe the specific terms of the offering. The
prospectus supplement and any pricing supplement may also add to, update or change the information
contained in this prospectus. If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the information in the prospectus
supplement. Please carefully read this prospectus, the prospectus supplement and any pricing
supplement, in addition to the information contained in the documents we refer to under the heading
Where You Can Find More Information.
You should rely only on the information contained in or incorporated by reference into this
prospectus, the prospectus supplement and any pricing supplement. We have not authorized anyone to
provide you with different information. You should assume that the information appearing in or
incorporated by reference into this prospectus, any prospectus supplement and any pricing
supplement is accurate only as of the date on its cover page and that any information we have
incorporated by reference is accurate only as of the date of the document incorporated by
reference. Our business, financial condition, results of operations and prospects may have changed
since such dates.
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Carrizo Oil & Gas, Inc.
We are an independent energy company engaged in the exploration, development and
production of natural gas and oil. Our current operations are focused in proven, producing natural
gas and oil geologic trends along the onshore Gulf Coast area in Texas and Louisiana, primarily in
the Miocene, Wilcox, Frio and Vicksburg trends, and, since mid-2003, in the Barnett Shale area in
North Texas. Our other interests include properties in East Texas, the U.K. North Sea, and acreage
in shale plays in the Barnett/Woodford in West Texas/New Mexico, Floyd/Neal in Mississippi, the
western New Albany in Kentucky/Illinois and the Fayetteville in Arkansas. We also have a coalbed
methane investment in the Rocky Mountains. Unless the context otherwise requires, all references
to we, us, our and the Company refer to Carrizo Oil & Gas, Inc. and its subsidiaries. The
term you refers to a prospective investor.
Our principal executive offices are located at 1000 Louisiana, Suite 1500, Houston, Texas
77002, and our telephone number at that location is (713) 328-1000. Information contained on our
website, http://www.carrizo.net, is not part of this prospectus.
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Risk Factors
An investment in our securities involves risks. You should carefully consider all of the
information contained in or incorporated by reference in this prospectus and other information
which may be incorporated by reference in this prospectus or any prospectus supplement as provided
under Where You Can Find More Information, including our Annual Reports on Form 10-K and our
Quarterly Reports on Form 10-Q. This prospectus also contains forward-looking statements that
involve risks and uncertainties. Please read Forward-Looking Statements. Our actual results
could differ materially from those anticipated in the forward-looking statements as a result of
certain factors, including the risks described elsewhere in this prospectus or any prospectus
supplement and in the documents incorporated by reference into this prospectus or any prospectus
supplement. If any of these risks occur, our business, financial condition or results of
operations could be adversely affected. Additional risks not currently known to us or that we
currently deem immaterial may also have a material adverse effect on us.
Risks Related to Our Company
Natural gas and oil drilling is a speculative activity and involves numerous risks and substantial
and uncertain costs that could adversely affect us.
Our success will be largely dependent upon the success of our drilling program. Drilling for
natural gas and oil involves numerous risks, including the risk that no commercially productive
natural gas or oil reservoirs will be discovered. The cost of drilling, completing and operating
wells is substantial and uncertain, and drilling operations may be curtailed, delayed or canceled
as a result of a variety of factors beyond our control, including:
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unexpected or adverse drilling conditions; |
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elevated pressure or irregularities in geologic formations; |
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equipment failures or accidents; |
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adverse weather conditions; |
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compliance with governmental requirements; and |
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shortages or delays in the availability of drilling rigs, crews and equipment. |
Because we identify the areas desirable for drilling from 3-D seismic data covering large
areas, we may not seek to acquire an option or lease rights until after the seismic data is
analyzed or until the drilling locations are also identified; in those cases, we may not be
permitted to lease, drill or produce natural gas or oil from those locations.
Even if drilled, our completed wells may not produce reserves of natural gas or oil that are
economically viable or that meet our earlier estimates of economically recoverable reserves. Our
overall drilling success rate or our drilling success rate for activity within a particular project
area may decline. Unsuccessful drilling activities could result in a significant decline in our
production and revenues and materially harm our operations and financial condition by reducing our
available cash and resources. Because of the risks and uncertainties of our business, our future
performance in exploration and drilling may not be comparable to our historical performance
described in this prospectus, any prospectus supplement and our filings with the SEC.
We may not adhere to our proposed drilling schedule.
Our final determination of whether to drill any scheduled or budgeted wells will be dependent
on a number of factors, including:
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the results of our exploration efforts and the acquisition, review and analysis of the
seismic data; |
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the availability of sufficient capital resources to us and the other participants for
the drilling of the prospects; |
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the approval of the prospects by the other participants after additional data has been
compiled; |
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economic and industry conditions at the time of drilling, including prevailing and
anticipated prices for natural gas and oil and the availability and prices of drilling rigs
and crews; and |
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the availability of leases and permits on reasonable terms for the prospects. |
Although we have identified or budgeted for numerous drilling prospects, we may not be able to
lease or drill those prospects within our expected time frame or at all. Wells that are currently
part of our capital budget may be based on statistical results of drilling activities in other 3-D
project areas that we believe are geologically similar rather than on analysis of seismic or other
data in the prospect area, in which case actual drilling and results are likely to vary, possibly
materially, from those statistical results. In addition, our drilling schedule may vary from our
expectations because of future uncertainties.
Our reserve data and estimated discounted future net cash flows are estimates based on assumptions
that may be inaccurate and are based on existing economic and operating conditions that may change
in the future.
There are uncertainties inherent in estimating natural gas and oil reserves and their
estimated value, including many factors beyond the control of the producer. The reserve data
incorporated by reference in this prospectus represents only estimates. Reservoir engineering is a
subjective and inexact process of estimating underground accumulations of natural gas and oil that
cannot be measured in an exact manner and is based on assumptions that may vary considerably from
actual results.
Accordingly, reserve estimates may be subject to upward or downward adjustment, and actual
production, revenue and expenditures with respect to our reserves likely will vary, possibly
materially, from estimates. Additionally, there recently has been increased debate and disagreement
over the classification of reserves, with particular focus on proved undeveloped reserves. Changes
in interpretations as to classification standards, or disagreements with our interpretations, could
cause us to write down these reserves.
As of December 31, 2006, approximately 75% of our proved reserves were proved undeveloped and
proved nonproducing. Moreover, some of the producing wells included in our reserve reports as of
December 31, 2006 had produced for a relatively short period of time as of that date. Because most
of our reserve estimates are calculated using volumetric analysis, those estimates are less
reliable than estimates based on a lengthy production history. Volumetric analysis involves
estimating the volume of a reservoir based on the net feet of pay of the structure and an
estimation of the area covered by the structure based on seismic analysis. In addition, realization
or recognition of our proved undeveloped reserves will depend on our development schedule and
plans. Lack of certainty with respect to development plans for proved undeveloped reserves could
cause the discontinuation of the classification of these reserves as proved. Although we have
increased our development of the Camp Hill Field in East Texas, we have in the past chosen to delay
development of our proved undeveloped reserves in the Camp Hill Field in favor of pursuing
shorter-term exploration projects with higher potential rates of return, adding to our lease
position in this field and further evaluating additional economic enhancements for this fields
development.
The discounted future net cash flows incorporated by reference in this prospectus are not
necessarily the same as the current market value of our estimated natural gas and oil reserves. As
required by the SEC, the estimated discounted future net cash flows from proved reserves are based
on prices and costs as of the date of the estimate. Actual future net cash flows also will be
affected by factors such as:
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the actual prices we receive for natural gas and oil; |
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our actual operating costs in producing natural gas and oil; |
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the amount and timing of actual production; |
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supply and demand for natural gas and oil; |
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increases or decreases in consumption of natural gas and oil; and |
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changes in governmental regulations or taxation. |
In addition, the 10% discount factor we use when calculating discounted future net cash flows
for reporting requirements in compliance with the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 69 may not be the most appropriate discount factor based on
interest rates in effect from time to time and risks associated with us or the natural gas and oil
industry in general.
We depend on successful exploration, development and acquisitions to maintain reserves and revenue
in the future.
In general, the volume of production from natural gas and oil properties declines as reserves
are depleted, with the rate of decline depending on reservoir characteristics. Except to the extent
we conduct successful exploration and development activities or acquire properties containing
proved reserves, or both, our proved reserves will decline as reserves are produced. Our future
natural gas and oil production is, therefore, highly dependent on our level of success in finding
or acquiring additional reserves. In addition, we are dependent on finding partners for our
exploratory activity. To the extent that others in the industry do not have the financial resources
or choose not to participate in our exploration activities, we will be adversely affected.
Natural gas and oil prices are highly volatile, and lower prices will negatively affect our
financial results.
Our revenue, profitability, cash flow, future growth and ability to borrow funds or obtain
additional capital, as well as the carrying value of our properties, are substantially dependent on
prevailing prices of natural gas and oil. Historically, the markets for natural gas and oil prices
have been volatile, and those markets are likely to continue to be volatile in the future. It is
impossible to predict future natural gas and oil price movements with certainty. Prices for natural
gas and oil are subject to wide fluctuation in response to relatively minor changes in the supply
of and demand for natural gas and oil, market uncertainty and a variety of additional factors
beyond our control. These factors include:
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the level of consumer product demand; |
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overall economic conditions; |
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weather conditions; |
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domestic and foreign governmental relations, regulations and taxes; |
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the price and availability of alternative fuels; |
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political conditions; |
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the level and price of foreign imports of oil and liquefied natural gas; and |
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the ability of the members of the Organization of Petroleum Exporting Countries to agree
upon and maintain production constraints and oil price controls. |
Declines in natural gas and oil prices may materially adversely affect our financial
condition, liquidity and ability to finance planned capital expenditures and results of operations.
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We face strong competition from other natural gas and oil companies.
We encounter competition from other natural gas and oil companies in all areas of our
operations, including the acquisition of exploratory prospects and proven properties. Our
competitors include major integrated natural gas and oil companies and numerous independent natural
gas and oil companies, individuals and drilling and income programs. Many of our competitors are
large, well-established companies that have been engaged in the natural gas and oil business much
longer than we have and possess substantially larger operating staffs and greater capital resources
than we do. These companies may be able to pay more for exploratory projects and productive natural
gas and oil properties and may be able to define, evaluate, bid for and purchase a greater number
of properties and prospects than our financial or human resources permit. In addition, these
companies may be able to expend greater resources on the existing and changing technologies that we
believe are and will be increasingly important to attaining success in the industry. Such
competitors may also be in a better position to secure oilfield services and equipment on a timely
basis or on favorable terms. We may not be able to conduct our operations, evaluate and select
suitable properties and consummate transactions successfully in this highly competitive
environment.
We may not be able to keep pace with technological developments in our industry.
The natural gas and oil industry is characterized by rapid and significant technological
advancements and introductions of new products and services using new technologies. As others use
or develop new technologies, we may be placed at a competitive disadvantage, and competitive
pressures may force us to implement those new technologies at substantial cost. In addition, other
natural gas and oil companies may have greater financial, technical and personnel resources that
allow them to enjoy technological advantages and may in the future allow them to implement new
technologies before we can. We may not be able to respond to these competitive pressures and
implement new technologies on a timely basis or at an acceptable cost. If one or more of the
technologies we use now or in the future were to become obsolete or if we are unable to use the
most advanced commercially available technology, our business, financial condition and results of
operations could be materially adversely affected.
We are subject to various governmental regulations and environmental risks.
Natural gas and oil operations are subject to various federal, state and local government
regulations that may change from time to time. Matters subject to regulation include discharge
permits for drilling operations, plug and abandonment bonds, reports concerning operations, the
spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory
agencies have imposed price controls and limitations on production by restricting the rate of flow
of natural gas and oil wells below actual production capacity in order to conserve supplies of
natural gas and oil. Other federal, state and local laws and regulations relating primarily to the
protection of human health and the environment apply to the development, production, handling,
storage, transportation and disposal of natural gas and oil, by-products thereof and other
substances and materials produced or used in connection with natural gas and oil operations. In
addition, we may be liable for environmental damages caused by previous owners of property we
purchase or lease. As a result, we may incur substantial liabilities to third parties or
governmental entities and may be required to incur substantial remediation costs. Further, we or
our affiliates hold certain mineral leases in the State of Montana that require coalbed methane
drilling permits, the issuance of which has been challenged in pending litigation. We may not be
able to obtain new permits in an optimal time period or at all. We also are subject to changing and
extensive tax laws, the effects of which cannot be predicted. Compliance with existing, new or
modified laws and regulations could have a material adverse effect on our business, financial
condition and results of operations.
We are subject to various operating and other casualty risks that could result in liability
exposure or the loss of production and revenues.
The natural gas and oil business involves operating hazards such as:
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well blowouts; |
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mechanical failures; |
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explosions; |
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uncontrollable flows of oil, natural gas or well fluids; |
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fires; |
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geologic formations with abnormal pressures; |
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pipeline ruptures or spills; |
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releases of toxic gases; and |
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other environmental hazards and risks. |
Any of these hazards and risks can result in the loss of hydrocarbons, environmental
pollution, personal injury claims and other damage to our properties and the property of others.
Offshore operations are subject to a variety of operating risks, such as capsizing, collisions
and damage or loss from hurricanes or other adverse weather conditions. These conditions can and
have caused substantial damage to facilities and interrupt production. Our operations in the U.K.
North Sea are dependent upon the availability, proximity and capacity of pipelines, natural gas
gathering systems and processing facilities. Any significant change affecting these infrastructure
facilities could materially harm our business. We deliver crude oil and natural gas through
gathering systems and pipelines that we do not own. These facilities may be temporarily unavailable
due to adverse weather conditions or may not be available to us in the future. As a result, we
could incur substantial liabilities or experience reductions in revenue that could reduce or
eliminate the funds available for our exploration and development programs and acquisitions, or
result in the loss of properties.
A substantial portion of our operations is exposed to the additional risk of tropical weather
disturbances.
A substantial portion of our production and reserves is located onshore South Louisiana and
Texas. Operations in this area are subject to tropical weather disturbances. Some of these
disturbances can be severe enough to cause substantial damage to facilities and possibly interrupt
production. For example, a number of our wells in the Gulf Coast were shut in following Hurricanes
Katrina and Rita in 2005. In accordance with customary industry practices, we maintain insurance
against some, but not all, of these risks.
Losses could occur for uninsured risks or in amounts in excess of existing insurance coverage.
We cannot assure you that we will be able to maintain adequate insurance in the future at rates we
consider reasonable or that any particular types of coverage will be available. An event that is
not fully covered by insurance could have a material adverse effect on our financial position and
results of operations.
We may not have enough insurance to cover all of the risks we face.
We maintain insurance against losses and liabilities in accordance with customary industry
practices and in amounts that management believes to be prudent; however, insurance against all
operational risks is not available to us. We do not carry business interruption insurance. We may
elect not to carry insurance if management believes that the cost of available insurance is
excessive relative to the risks presented. In addition, we cannot insure fully against pollution
and environmental risks. The occurrence of an event not fully covered by insurance could have a
material adverse effect on our financial condition and results of operations.
We cannot control the activities on properties we do not operate and are unable to ensure their
proper operation and profitability.
We do not operate all of the properties in which we have an interest. As a result, we have
limited ability to exercise influence over, and control the risks associated with, operations of
these properties. The failure of an operator of our wells to adequately perform operations, an
operators breach of the applicable agreements or an
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operators failure to act in ways that are in our best interests could reduce our production
and revenues. The success and timing of our drilling and development activities on properties
operated by others therefore depend upon a number of factors outside of our control, including the
operators:
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timing and amount of capital expenditures; |
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expertise and financial resources; |
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inclusion of other participants in drilling wells; and |
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use of technology. |
The marketability of our natural gas production depends on facilities that we typically do not own
or control, which could result in a curtailment of production and revenues.
The marketability of our production depends in part upon the availability, proximity and
capacity of natural gas gathering systems, pipelines and processing facilities. We generally
deliver natural gas through gas gathering systems and gas pipelines that we do not own under
interruptible or short-term transportation agreements. Under the interruptible transportation
agreements, the transportation of our gas may be interrupted due to capacity constraints on the
applicable system, for maintenance or repair of the system, or for other reasons as dictated by the
particular agreements. Our ability to produce and market natural gas on a commercial basis could be
harmed by any significant change in the cost or availability of such markets, systems or pipelines.
Our future acquisitions may yield revenues or production that varies significantly from our
projections.
In acquiring producing properties, we assess the recoverable reserves, future natural gas and
oil prices, operating costs, potential liabilities and other factors relating to the properties.
Our assessments are necessarily inexact and their accuracy is inherently uncertain. Our review of a
subject property in connection with our acquisition assessment will not reveal all existing or
potential problems or permit us to become sufficiently familiar with the property to assess fully
its deficiencies and capabilities. We may not inspect every well, and we may not be able to observe
structural and environmental problems even when we do inspect a well. If problems are identified,
the seller may be unwilling or unable to provide effective contractual protection against all or
part of those problems. Any acquisition of property interests may not be economically successful,
and unsuccessful acquisitions may have a material adverse effect on our financial condition and
future results of operations.
Our business may suffer if we lose key personnel.
We depend to a large extent on the services of certain key management personnel, including our
executive officers and other key employees, the loss of any of whom could have a material adverse
effect on our operations. We have entered into employment agreements with each of S.P. Johnson IV,
our President and Chief Executive Officer, Paul F. Boling, our Vice President and Chief Financial
Officer, J. Bradley Fisher, our Vice President and Chief Operating Officer, Gregory E. Evans, our
Vice President of Exploration and Richard H. Smith, our Vice President of Land. We do not maintain
key-man life insurance with respect to any of our employees. Our success will be dependent on our
ability to continue to employ and retain skilled technical personnel.
We may experience difficulty in achieving and managing future growth.
We have experienced growth in the past primarily through the expansion of our drilling
program. Future growth may place strains on our financial, technical, operational and
administrative resources and cause us to rely more on project partners and independent contractors,
possibly negatively affecting our financial condition and results of operations. Our ability to
grow will depend on a number of factors, including:
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our ability to obtain leases or options on properties, including those for which we have 3-D seismic data; |
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our ability to acquire additional 3-D seismic data; |
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our ability to identify and acquire new exploratory prospects; |
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our ability to develop existing prospects; |
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our ability to continue to retain and attract skilled personnel; |
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our ability to maintain or enter into new relationships with project partners and independent contractors; |
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the results of our drilling program; |
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hydrocarbon prices; and |
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our access to capital. |
We may not be successful in upgrading our technical, operations and administrative resources
or in increasing our ability to internally provide certain of the services currently provided by
outside sources, and we may not be able to maintain or enter into new relationships with project
partners and independent contractors. Our inability to achieve or manage growth may adversely
affect our financial condition and results of operations.
We may continue to enter into derivative transactions to manage the price risks associated with our
production. Our derivative transactions may result in our making cash payments or prevent us from
benefiting from increases in prices for natural gas and oil.
Because natural gas and oil prices are unstable, we periodically enter into
price-risk-management transactions such as swaps, collars, futures and options to reduce our
exposure to price declines associated with a portion of our natural gas and oil production and
thereby to achieve a more predictable cash flow. The use of these arrangements limits our ability
to benefit from increases in the prices of natural gas and oil. Our derivative arrangements may
apply to only a portion of our production, thereby providing only partial protection against
declines in natural gas and oil prices. These arrangements may expose us to the risk of financial
loss in certain circumstances, including instances in which production is less than expected, our
customers fail to purchase contracted quantities of natural gas and oil or a sudden, unexpected
event materially impacts natural gas or oil prices.
We have substantial capital requirements that, if not met, may hinder operations.
We have experienced and expect to continue to experience substantial capital needs as a result
of our active exploration, development and acquisition programs. We expect that additional external
financing will be required in the future to fund our growth. We may not be able to obtain
additional financing, and financing under existing or new credit facilities may not be available in
the future. Even if additional capital becomes available, it may not be on terms acceptable to us.
Without additional capital resources, we may be forced to limit or defer our planned natural gas
and oil exploration and development program and thereby adversely affect the recoverability and
ultimate value of our natural gas and oil properties, in turn negatively affecting our business,
financial condition and results of operations.
High demand for field services and equipment and the ability of suppliers to meet that demand may
limit our ability to drill and produce our oil and natural gas properties.
Due to current industry demands, well service providers and related equipment and personnel
are in short supply. This is causing escalating prices, delays in drilling and other exploration
activities, the possibility of poor services coupled with potential damage to downhole reservoirs
and personnel injuries. Such pressures will likely increase the actual cost of services, extend the
time to secure such services and add costs for damages due to any accidents sustained from the
overuse of equipment and inexperienced personnel.
8
Our credit facilities contain operating restrictions and financial covenants, and we may have
difficulty obtaining additional credit.
Over the past few years, increases in commodity prices and proved reserve amounts and the
resulting increase in our estimated discounted future net revenue have allowed us to increase our
available borrowing amounts. In the future, commodity prices may decline, we may increase our
borrowings or our borrowing base may be adjusted downward, thereby reducing our borrowing capacity.
Our credit facilities are secured by a pledge of substantially all of our producing natural gas and
oil properties and assets, are guaranteed by our subsidiaries CCBM, Inc. and CLLR, Inc. and contain
covenants that limit additional borrowings, dividends, the incurrence of liens, investments, sales
or pledges of assets, changes in control, repurchases or redemptions for cash of our common stock,
speculative commodity transactions and other matters. The credit facilities also require that
specified financial ratios be maintained. We may not be able to refinance our debt or obtain
additional financing, particularly in view of the restrictions of our credit facilities on our
ability to incur additional debt and the fact that substantially all of our assets are currently
pledged to secure obligations under the credit facilities. The restrictions of our credit
facilities and our difficulty in obtaining additional debt financing may have adverse consequences
on our operations and financial results, including:
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our ability to obtain financing for working capital, capital expenditures, our drilling
program, purchases of new technology or other purposes may be impaired; |
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the covenants in our credit facilities that limit our ability to borrow additional funds
and dispose of assets may affect our flexibility in planning for, and reacting to, changes
in business conditions; |
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because our indebtedness is subject to variable interest rates, we are vulnerable to
increases in interest rates; |
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any additional financing we obtain may be on unfavorable terms; |
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we may be required to use a substantial portion of our cash flow to make debt service
payments, which will reduce the funds that would otherwise be available for operations and
future business opportunities; |
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a substantial decrease in our operating cash flow or an increase in our expenses could
make it difficult for us to meet debt service requirements and could require us to modify
our operations, including by curtailing portions of our drilling program, selling assets,
reducing our capital expenditures, refinancing all or a portion of our existing debt or
obtaining additional financing; and |
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we may become more vulnerable to downturns in our business or the economy. |
In addition, under the terms of our credit facilities, our borrowing base is subject to
redeterminations at least quarterly based in part on prevailing natural gas and oil prices. In the
event the amount outstanding exceeds the redetermined borrowing base, we could be forced to repay a
portion of our borrowings. We may not have sufficient funds to make any required repayment. If we
do not have sufficient funds and are otherwise unable to negotiate renewals of our borrowings or
arrange new financing, we may have to sell a portion of our assets.
We may record ceiling limitation write-downs that would reduce our shareholders equity.
We use the full-cost method of accounting for investments in natural gas and oil properties.
Accordingly, we capitalize all the direct costs of acquiring, exploring for and developing natural
gas and oil properties. Under the full-cost accounting rules, the net capitalized cost of natural
gas and oil properties may not exceed a ceiling limit that is based on the present value of
estimated future net revenues from proved reserves, discounted at 10%, plus the lower of the cost
or the fair market value of unproved properties. If net capitalized costs of natural gas and oil
properties exceed the ceiling limit, we must charge the amount of the excess to operations through
depreciation, depletion and amortization expense. This charge is called a ceiling limitation
write-down. This charge does not impact cash flow from operating activities but does reduce our
shareholders equity. The risk that we will be required to write down the carrying value of our
natural gas and oil properties increases when natural gas and oil prices are low or volatile. In
addition, write-downs would occur if we were to experience sufficient downward
9
adjustments to our estimated proved reserves or the present value of estimated future net
revenues, as further discussed above in Our reserve data and estimated discounted future net cash
flows are estimates based on assumptions that may be inaccurate and are based on existing economic
and operating conditions that may change in the future. Once incurred, a write-down of natural gas
and oil properties is not reversible at a later date.
We participate in oil and natural gas leases with third parties.
We may own less than 100% of the working interest in certain leases acquired by us, and other
parties will own the remaining portion of the working interest. Financial risks are inherent in any
operation where the cost of drilling, equipping, completing and operating wells is shared by more
than one person. We could be held liable for the joint activity obligations of the other working
interest owners such as nonpayment of costs and liabilities arising from the actions of the working
interest owners. In the event other working interest owners do not pay their share of such costs,
we would likely have to pay those costs, which could materially adversely affect our financial
condition.
We may incur losses as a result of title deficiencies.
We purchase working and revenue interests in the natural gas and oil leasehold interests upon
which we will perform our exploration activities from third parties or directly from the mineral
fee owners. The existence of a material title deficiency can render a lease worthless and can
adversely affect our results of operations and financial condition. Title insurance covering
mineral leaseholds is not generally available and, in all instances, we forego the expense of
retaining lawyers to examine the title to the mineral interest to be placed under lease or already
placed under lease until the drilling block is assembled and ready to be drilled. As is customary
in our industry, we rely upon the judgment of natural gas and oil lease brokers or independent
landmen who perform the field work in examining records in the appropriate governmental offices and
abstract facilities before attempting to acquire or place under lease a specific mineral interest.
We, in some cases, perform curative work to correct deficiencies in the marketability of the title
to us. The work might include obtaining affidavits of heirship or causing an estate to be
administered. In cases involving more serious title problems, the amount paid for affected natural
gas and oil leases can be generally lost, and the target area can become undrillable.
We have risks associated with our foreign operations.
We currently have international activities and we continue to evaluate and pursue new
opportunities for international expansion in select areas. Ownership of property interests and
production operations in areas outside the United States is subject to the various risks inherent
in foreign operations. These risks may include:
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currency restrictions and exchange rate fluctuations; |
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loss of revenue, property and equipment as a result of expropriation, nationalization,
war or insurrection; |
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increases in taxes and governmental royalties; |
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renegotiation of contracts with governmental entities and quasi-governmental agencies; |
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changes in laws and policies governing operations of foreign-based companies; |
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labor problems; and |
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other uncertainties arising out of foreign government sovereignty over our international operations. |
Our international operations also may be adversely affected by the laws and policies of the
United States affecting foreign trade, taxation and investment. In addition, if a dispute arises
with respect to our foreign operations, we may be subject to the exclusive jurisdiction of foreign
courts or may not be successful in subjecting foreign persons to the jurisdiction of the courts of
the United States.
10
The threat and impact of terrorist attacks or similar hostilities may adversely impact our
operations.
We cannot assess the extent of either the threat or the potential impact of future terrorist
attacks on the energy industry in general, and on us in particular, either in the short-term or in
the long-term. Uncertainty surrounding such hostilities may affect our operations in unpredictable
ways, including the possibility that infrastructure facilities, including pipelines and gathering
systems, production facilities, processing plants and refineries, could be targets of, or indirect
casualties of, an act of terror or war.
Risks Related to Our Common Stock
The market price of our common stock is volatile.
The trading price of our common stock and the price at which we may sell common stock in the
future are subject to large fluctuations in response to any of the following:
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limited trading volume in our common stock; |
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quarterly variations in operating results; |
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our involvement in litigation; |
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general financial market conditions; |
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the prices of natural gas and oil; |
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announcements by us and our competitors; |
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our liquidity; |
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our ability to raise additional funds; |
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changes in government regulations; and |
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other events. |
We do not anticipate paying dividends on our common stock in the near future.
We have not paid any dividends on our common stock in the past and do not intend to pay cash
dividends on our common stock in the foreseeable future. We currently intend to retain any
earnings for the future operation and development of our business, including exploration,
development and acquisition activities. Any future dividend payments will be restricted by the
terms of our credit facilities.
Certain anti-takeover provisions may affect your rights as a shareholder.
Our articles of incorporation authorize our board of directors to set the terms of and issue
preferred stock without shareholder approval. Our board of directors could use the preferred stock
as a means to delay, defer or prevent a takeover attempt that a shareholder might consider to be in
our best interest. In addition, our credit facilities contain terms that may restrict our ability
to enter into change of control transactions, including requirements to repay our credit facilities
on a change in control. These provisions, along with specified provisions of the Texas Business
Corporation Act and our articles of incorporation and bylaws, may discourage or impede transactions
involving actual or potential changes in our control, including transactions that otherwise could
involve payment of a premium over prevailing market prices to holders of our common stock.
11
Sales of substantial amounts of shares of our common stock could cause the price of our common
stock to decrease.
This prospectus covers the issuance by us of a substantial number of shares of our common
stock. In addition, other investors may sell substantial number of shares of our common stock, as
described in other filings under the Securities Act. These shares previously were not freely
tradeable in the market. Our stock price may decrease due to the additional amount of shares
available in the market.
Risks Related to Debt Securities
A holders right to receive payments on the debt securities is effectively subordinate to the
rights of our existing and future secured creditors. Further, the guarantees of senior debt
securities by the subsidiary guarantors are effectively subordinated to the subsidiary guarantors
existing and future secured indebtedness.
Holders of our secured indebtedness and the secured indebtedness of the subsidiary guarantors
will have claims that are prior to the claims of holders of senior debt securities to the extent of
the value of the assets securing that other indebtedness. Notably, we are party to two credit
facilities, which are secured by liens on substantially all of our assets and are guaranteed by our
subsidiaries CCBM, Inc. and CLLR, Inc. The senior debt securities will be effectively subordinated
to that secured indebtedness. In the event of any distribution or payment of our assets in any
foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding,
holders of secured indebtedness will have prior claim to our assets that constitute their
collateral. Holders of the senior debt securities will participate ratably with all holders of our
unsecured indebtedness that is deemed to be of the same class as the senior debt securities, and
potentially with all of our other general creditors, based upon the respective amounts owed to each
holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you
that there will be sufficient assets to pay amounts due on the senior debt securities. As a
result, holders of senior debt securities may receive less, ratably, than holders of senior
indebtedness.
Holders of debt securities may be structurally subordinated to the creditors of our subsidiaries.
We currently conduct our coalbed methane operations and hold interests in Pinnacle Gas
Resources, Inc. through our wholly-owned subsidiary CCBM, Inc. We also hold a large portion of our
interests in the Barnett Shale area in North Texas through our other wholly owned subsidiary, CLLR,
Inc. Contractual provisions or laws, as well as our subsidiaries financial condition and
operating requirements, may limit our ability to obtain cash from our subsidiaries that we use to
pay our debt service obligations, including payments on the debt securities. In addition, holders
of the debt securities will have a junior position to the claims of creditors, including trade
creditors and tort claimants, of our subsidiaries to the extent that our subsidiaries do not
guarantee such debt securities.
A holders right to receive payments on the debt securities could be adversely affected if any of
our subsidiaries is not a guarantor of the debt securities and declares bankruptcy, liquidates or
reorganizes.
If any of our subsidiaries is not a guarantor of the debt securities and declares bankruptcy,
liquidates or reorganizes, holders of such subsidiarys indebtedness and its trade creditors will
generally be entitled to payment of their claims from the assets of the subsidiary before any
assets are made available for distribution to us.
Federal and state statutes allow courts, under specific circumstances, to void guarantees and
require holders of the debt securities to return payments received from guarantors.
Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws,
a guarantee could be voided or claims in respect of a guarantee could be subordinated to all other
debts of the applicable guarantor if, among other things, the guarantor, at the time it incurred
the indebtedness evidenced by its guarantee received less than reasonably equivalent value or fair
consideration for the incurrence of such guarantee and either:
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was insolvent or rendered insolvent by reason of such incurrence; |
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was engaged or about to engage in a business or transaction for which the guarantors
remaining assets constituted unreasonably small capital; or |
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intended to incur, or believed that it would incur, debts beyond its ability to pay such
debts as they mature. |
In addition, any payment by that guarantor pursuant to its guarantee could be voided and
required to be returned to the guarantor or to a fund for the benefit of the creditors of the
guarantor.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending
upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred.
Generally, a guarantor would be considered insolvent if, at the relevant time, the sum of its debts
and other liabilities, including contingent liabilities, was greater than the sum of its assets at
a fair valuation, and a guarantor that was generally not then paying its debts as they became due
would be presumed to be insolvent.
We may incur additional debt ranking equal to the debt securities.
If we incur additional debt that ranks equally with the debt securities, the holders of that
debt will be entitled to share ratably with the holders of the debt securities in any proceeds
distributed in connection with any insolvency liquidation, reorganization, dissolution and other
winding-up of us. This may have the effect of reducing the amount of proceeds paid to holders of
debt securities.
13
Forward-Looking Statements
This prospectus and the documents incorporated by reference in this prospectus contain
statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future
events or performance and underlying assumptions and other statements that are not historical
facts. These statements are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. You generally can identify our forward-looking
statements by the words anticipate, believe, budgeted, continue, could, estimate,
expect, forecast, goal, intend, may, objective, plan, potential, predict,
projection, scheduled, should, will or other similar words. These forward-looking
statements include, among others, statements regarding:
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our growth strategies; |
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our ability to explore for and develop natural gas and oil resources successfully and economically; |
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our estimates of the timing and number of wells we expect to drill and other exploration activities; |
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anticipated trends in our business; |
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our future results of operations; |
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our liquidity and our ability to finance our exploration and development activities; |
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our capital expenditure program; |
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future market conditions in the oil and gas industry; |
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our ability to make and integrate acquisitions; and |
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the impact of governmental regulation. |
More specifically, our forward-looking statements include, among others, statements relating
to our schedule, targets, estimates or results of future drilling, including the number, timing and
results of wells, budgeted wells, increases in wells, the timing and risk involved in drilling
follow-up wells, expected working or net revenue interests, planned expenditures, prospects
budgeted and other future capital expenditures, risk profile of oil and gas exploration,
acquisition of 3-D seismic data (including number, timing and size of projects), planned evaluation
of prospects, probability of prospects having oil and natural gas, expected production or reserves,
increases in reserves, acreage, working capital requirements, hedging activities, the ability of
expected sources of liquidity to implement our business strategy, future hiring, future exploration
activity, production rates, potential drilling locations targeting coal seams, the outcome of legal
challenges to new coalbed methane drilling permits in Montana, financing for our 2007 exploration
and development program, all and any other statements regarding future operations, financial
results, business plans and cash needs and other statements that are not historical facts.
Such statements involve risks and uncertainties, including, but not limited to, those relating
to our dependence on our exploratory drilling activities, the volatility of oil and natural gas
prices, the need to replace reserves depleted by production, operating risks of oil and natural gas
operations, our dependence on our key personnel, factors that affect our ability to manage our
growth and achieve our business strategy, risks relating to our limited operating history,
technological changes, our significant capital requirements, the potential impact of government
regulations, adverse regulatory determinations, including those related to coalbed methane drilling
in Montana, litigation, competition, the uncertainty of reserve information and future net revenue
estimates, property acquisition risks, industry partner issues, availability of equipment, weather
and other factors detailed herein and in our other filings with the SEC.
14
We have based our forward-looking statements on our managements beliefs and assumptions based
on information available to our management at the time the statements are made. We caution you
that assumptions, beliefs, expectations, intentions and projections about future events may and
often do vary materially from actual results. Therefore, we cannot assure you that actual results
will not differ materially from those expressed or implied by our forward-looking statements.
Some of the factors that could cause actual results to differ from those expressed or implied
in forward-looking statements are described under Risk Factors in this prospectus and in any
prospectus supplement and in the Risk Factors and other sections of the documents that we
incorporate by reference into this prospectus, including our Annual Reports on Form 10-K and our
Quarterly Reports on Form 10-Q and in our other reports filed with the SEC. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
outcomes may vary materially from those indicated. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their
entirety by reference to these risks and uncertainties. You should not place undue reliance on our
forward-looking statements. Each forward-looking statement speaks only as of the date of the
particular statement, and we undertake no duty to update any forward-looking statement.
15
Use of Proceeds
Unless we inform you otherwise in the prospectus supplement, the net proceeds from the
sale of the securities will be used for general corporate purposes, including:
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repayment or refinancing of debt, |
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acquisitions, |
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working capital, |
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capital expenditures, and |
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repurchases and redemptions of securities. |
Pending any specific application, we may initially invest funds in short-term marketable
securities or apply them to the reduction of other short-term indebtedness.
Ratio of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends
The following table presents our historical ratio of earnings to fixed charges and
historical ratio of earnings to combined fixed charges and preferred stock dividends for each of
the years in the five-year period ended December 31, 2006.
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Year Ended December 31, |
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2006 |
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Ratio of Earnings to Fixed Charges |
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1.97x |
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2.11x |
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5.18x |
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4.40x |
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2.45x |
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Ratio of Earnings to Combined Fixed |
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Charges and Preferred Stock
Dividends |
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1.97x |
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2.11x |
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4.81x |
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3.73x |
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2.22x |
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For purposes of this table, earnings consist of income before income taxes, extraordinary
items and cumulative effect of accounting changes, plus fixed charges (excluding capitalized
interest, but including amortization of amounts previously capitalized). Fixed charges consist
of interest (including capitalized interest) on all debt, amortization of debt discounts and
expenses incurred on issuance, and an estimate of the interest within rental expense.
16
Description of Debt Securities
Our debt securities covered by this prospectus will be our general unsecured obligations.
We will issue senior debt securities on a senior unsecured basis under one or more separate
indentures between us, one or both of our subsidiaries CCBM, Inc. and CLLR, Inc., if they are
guarantors (the Subsidiary Guarantors), and a trustee that we will name in the prospectus
supplement. We refer to any such indenture as a senior indenture. We will issue subordinated debt
securities under one or more separate indentures between us, the Subsidiary Guarantors, if
applicable, and a trustee that we will name in the prospectus supplement. We refer to any such
indenture as a subordinated indenture. We refer to the senior indentures and the subordinated
indentures collectively as the indentures. The indentures will be substantially identical, except
for provisions relating to subordination. The senior debt securities will constitute senior debt
and will rank equally with all of our unsecured and unsubordinated debt. The subordinated debt
securities will be subordinated to, and thus have a junior position to, our senior debt (as defined
with respect to the series of subordinated debt securities) and may rank equally with or senior or
junior to our other subordinated debt that may be outstanding from time to time.
We have summarized material provisions of the indentures, the debt securities and the
guarantees below. This summary is not complete. We have filed the form of senior indenture and
the form of subordinated indenture with the SEC as exhibits to the registration statement, and you
should read the indentures for provisions that may be important to you. Please read Where You Can
Find More Information.
In this summary description of the debt securities, unless we state otherwise or the context
clearly indicates otherwise, all references to us or we mean Carrizo Oil & Gas, Inc. only.
Provisions applicable to each indenture
General. The indentures do not limit the amount of debt securities that may be issued under
that indenture, and do not limit the amount of other unsecured debt or securities that we may
issue. We may issue debt securities under the indentures from time to time in one or more series,
each in an amount authorized prior to issuance. The indentures also give us the ability to reopen
a previous issue of a series of debt securities and issue additional debt securities of that
series.
The indentures do not contain any covenants or other provisions designed to protect holders of
the debt securities in the event we participate in a highly leveraged transaction or upon a change
of control. The indentures also do not contain provisions that give holders the right to require
us to repurchase their securities in the event of a decline in our credit ratings for any reason,
including as a result of a takeover, recapitalization or similar restructuring or otherwise.
Terms. The prospectus supplement relating to any series of debt securities being offered will
include specific terms relating to the offering. These terms will include some or all of the
following:
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whether the debt securities will be senior or subordinated debt securities; |
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the title of the debt securities; |
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the total principal amount of the debt securities; |
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whether the debt securities will be issued in individual certificates to each holder or
in the form of temporary or permanent global debt securities held by a depositary on behalf
of holders; |
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the date or dates on which the principal of and any premium on the debt securities will
be payable; |
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any interest rate, the date from which interest will accrue, interest payment dates and
record dates for interest payments; |
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any right to extend or defer the interest payment periods and the duration of the
extension; |
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whether and under what circumstances any additional amounts with respect to the debt
securities will be payable; |
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whether debt securities are entitled to a guarantee of any Subsidiary Guarantors; |
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the place or places where payments on the debt securities will be payable; |
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any provisions for optional redemption or early repayment; |
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any sinking fund or other provisions that would require the redemption, purchase or
repayment of debt securities; |
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the denominations in which the debt securities will be issued, if other than
denominations of $1,000 and integral multiples thereof; |
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whether payments on the debt securities will be payable in foreign currency or currency
units or another form and whether payments will be payable by reference to any index or
formula; |
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the portion of the principal amount of debt securities that will be payable if the
maturity is accelerated, if other than the entire principal amount; |
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any additional means of defeasance of the debt securities, any additional conditions or
limitations to defeasance of the debt securities or any changes to those conditions or
limitations; |
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any changes or additions to the events of default or covenants described in this prospectus; |
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any restrictions or other provisions relating to the transfer or exchange of debt securities; |
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any terms for the conversion or exchange of the debt securities for other securities of
ours or any other entity; |
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with respect to any subordinated indenture, any changes to the subordination provisions
for the subordinated debt securities; and |
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any other terms of the debt securities not prohibited by the applicable indenture. |
We may sell the debt securities at a discount, which may be substantial, below their stated
principal amount. These debt securities may bear no interest or interest at a rate that at the
time of issuance is below market rates. If we sell these debt securities, we will describe in the
prospectus supplement any material United States federal income tax consequences and other special
considerations.
If we sell any of the debt securities for any foreign currency or currency unit or if payments
on the debt securities are payable in any foreign currency or currency unit, we will describe in
the prospectus supplement the restrictions, elections, tax consequences, specific terms and other
information relating to those debt securities and the foreign currency or currency unit.
Consolidation, Merger and Sale of Assets. The indentures generally permit a consolidation or
merger between us or any Subsidiary Guarantor and another entity. They also permit any Subsidiary
Guarantor or us to sell, lease, convey, transfer or otherwise dispose of all or substantially all
of our assets. We and any Subsidiary Guarantors have agreed, however, that we will not consolidate
with or merge into any entity or sell, lease, convey, transfer or otherwise dispose of all or
substantially all of our assets to any entity unless:
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immediately after giving effect to the transaction, no default or event of default would
occur and be continuing or would result from the transaction; and |
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if we or the Subsidiary Guarantor, as the case may be, are not the continuing entity,
the resulting entity or transferee is organized and existing under the laws of any United
States jurisdiction and assumes the due and punctual payments on the debt securities and
the performance of our covenants and obligations under the indenture and the debt
securities. |
Upon any such consolidation or merger in which we are not the continuing entity or any such
asset sale, lease, conveyance, transfer or disposition involving us, the resulting entity or
transferee will be substituted for us under the applicable indenture and debt securities. In the
case of an asset sale, conveyance, transfer or disposition other than a lease, we will be released
from the applicable indenture.
Events of Default. Unless we inform you otherwise in the applicable prospectus supplement,
the following are events of default with respect to a series of debt securities:
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failure to pay interest when due on that series of debt securities for 30 days; |
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failure to pay principal of or any premium on that series of debt securities when due; |
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failure to make any sinking fund payment when required for that series for 30 days; |
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failure to comply with any covenant or agreement in that series of debt securities or
the applicable indenture (other than an agreement or covenant that has been included in the
indenture solely for the benefit of one or more other series of debt securities) for 90
days after written notice by the trustee or by the holders of at least 25% in principal
amount of the outstanding debt securities issued under that indenture that are affected by
that failure; |
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specified events involving bankruptcy, insolvency or reorganization of Carrizo Oil &
Gas, Inc. or any Subsidiary Guarantor, if it is a guarantor with respect to that series of
debt securities and it is a significant subsidiary as defined in Article I, Rule 1-02 of
Regulation S-X promulgated under the Securities Act; |
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specified events involving the guarantees; and |
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any other event of default provided for that series of debt securities. |
A default under one series of debt securities will not necessarily be a default under another
series. The indentures provide that the trustee generally must mail notice of a default or event
of default of which it has actual knowledge to the registered holders of the applicable debt
securities within 90 days of occurrence. However, the trustee may withhold notice to the holders
of the debt securities of any default or event of default (except in any payment on the debt
securities) if the trustee considers it in the interest of the holders of the debt securities to do
so.
If an event of default relating to certain events of bankruptcy, insolvency or reorganization
occurs, the principal of and interest on all the debt securities issued under the applicable
indenture will become immediately due and payable without any action on the part of the trustee or
any holder. If any other event of default for any series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt
securities of the series affected by the default (or, in some cases, 25% in principal amount of all
debt securities issued under the applicable indenture that are affected, voting as one class) may
declare the principal of and all accrued and unpaid interest on those debt securities immediately
due and payable. The holders of a majority in principal amount of the outstanding debt securities
of the series affected by the event of default (or, in some cases, of all debt securities issued
under the applicable indenture that are affected, voting as one class) may in some cases rescind
this accelerated payment requirement.
A holder of a debt security of any series issued under an indenture may pursue any remedy
under that indenture only if:
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the holder gives the trustee written notice of a continuing event of default for that
series; |
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the holders of at least 25% in principal amount of the outstanding debt securities of
that series make a written request to the trustee to pursue the remedy; |
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the holders offer to the trustee indemnity satisfactory to the trustee; |
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the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and |
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during that 60-day period, the holders of a majority in principal amount of the debt
securities of that series do not give the trustee a direction inconsistent with the
request. |
This provision does not, however, affect the right of a holder of a debt security to sue for
enforcement of any overdue payment.
In most cases, holders of a majority in principal amount of the outstanding debt securities of
a series (or of all debt securities issued under the applicable indenture that are affected, voting
as one class) may direct the time, method and place of:
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with respect to debt securities of a series, conducting any proceeding for any remedy
available to the trustee and exercising any trust or power conferred on the trustee
relating to or arising as a result of specified events of default; or |
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with respect to all debt securities issued under the applicable indenture that are
affected, conducting any proceeding for any remedy available to the trustee and exercising
any trust or power conferred on the trustee relating to or arising other than as a result
of such specified events of default. |
The trustee, however, may refuse to follow any such direction that conflicts with law or the
indentures, is unduly prejudicial to the rights of other holders of the debt securities, or would
involve the trustee in personal liability. In addition, prior to acting at the direction of
holders, the trustee will be entitled to be indemnified by those holders against any loss and
expenses caused thereby.
The indentures require us to file each year with the trustee a written statement as to our
compliance with the covenants contained in the applicable indenture.
Modification and Waiver. Each indenture may be amended or supplemented if the holders of a
majority in principal amount of the outstanding debt securities of all series issued under that
indenture that are affected by the amendment or supplement (acting as one class) consent to it.
Without the consent of the holder of each debt security issued under the indenture and affected,
however, no modification to that indenture may:
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reduce the amount of debt securities whose holders must consent to an amendment,
supplement or waiver; |
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reduce the rate of or change the time for payment of interest on the debt security; |
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reduce the principal of the debt security or change its stated maturity; |
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reduce any premium payable on the redemption of the debt security or change the time at
which the debt security may or must be redeemed; |
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change any obligation to pay additional amounts on the debt security; |
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make payments on the debt security payable in currency other than as originally stated
in the debt security; |
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impair the holders right to institute suit for the enforcement of any payment on the
debt security; |
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make any change in the percentage of principal amount of debt securities necessary to
waive compliance with certain provisions of the indenture or to make any change in the
provision related to modification; |
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with respect to the subordinated indenture, modify the provisions relating to the
subordination of any subordinated debt security in a manner adverse to the holder of that
security; or |
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waive a continuing default or event of default regarding any payment on the debt
securities. |
Each indenture may be amended or supplemented or any provision of that indenture may be waived
without the consent of any holders of debt securities issued under that indenture in certain
circumstances, including:
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to cure any ambiguity, omission, defect or inconsistency; |
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to provide for the assumption of our obligations under the indenture by a successor upon
any merger or consolidation or asset sale, lease, conveyance, transfer or other disposition
of all or substantially all of our assets, in each case as permitted under the indenture; |
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to provide for uncertificated debt securities in addition to or in place of certificated
debt securities or to provide for bearer debt securities; |
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to provide any security for, any guarantees of or any additional obligors on any series
of debt securities; |
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to comply with any requirement to effect or maintain the qualification of that indenture
under the Trust Indenture Act of 1939, as amended (the Trust Indenture Act); |
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to add covenants that would benefit the holders of any debt securities or to surrender
any rights we have under the indenture; |
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to add events of default with respect to any debt securities; |
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to make any change that does not adversely affect any outstanding debt securities of any
series issued under that indenture in any material respect; and |
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to supplement the provisions of an indenture to permit or facilitate defeasance or
discharge of securities that does not adversely affect any outstanding debt securities of
any series issued under that indenture in any material respect. |
The holders of a majority in principal amount of the outstanding debt securities of any series
(or, in some cases, of all debt securities issued under the applicable indenture that are affected,
voting as one class) may waive any existing or past default or event of default with respect to
those debt securities. Those holders may not, however, waive any default or event of default in
any payment on any debt security or compliance with a provision that cannot be amended or
supplemented without the consent of each holder affected.
Defeasance. When we use the term defeasance, we mean discharge from some or all of our
obligations under an indenture. If any combination of funds or government securities are deposited
with the trustee under an indenture sufficient to make payments on the debt securities of a series
issued under that indenture on the dates those payments are due and payable, then, at our option,
either of the following will occur:
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we and any Subsidiary Guarantors will be discharged from our obligations with respect to
the debt securities of that series (legal defeasance); or |
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we and any Subsidiary Guarantors will no longer have any obligation to comply with the
consolidation, merger and sale of assets covenant and other specified covenants relating to
the debt securities of that series, and the related events of default will no longer apply
(covenant defeasance). |
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If a series of debt securities is defeased, the holders of the debt securities of the series
affected will not be entitled to the benefits of the applicable indenture, except for obligations
to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt
securities or maintain paying agencies and hold moneys for payment in trust. In the case of
covenant defeasance, our obligation to pay principal, premium and interest on the debt securities
and, if applicable, a Subsidiary Guarantors guarantee of the payments, will also survive.
Unless we inform you otherwise in the prospectus supplement, we will be required to deliver to
the trustee an opinion of counsel that the deposit and related defeasance would not cause the
holders of the debt securities to recognize income, gain or loss for U.S. federal income tax
purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from
the U.S. Internal Revenue Service or a change in law to that effect.
Governing Law. New York law will govern the indentures, the debt securities and the
guarantees.
Trustee. If an event of default occurs under an indenture and is continuing, the trustee
under that indenture will be required to use the degree of care and skill of a prudent person in
the conduct of that persons own affairs. The trustee will become obligated to exercise any of its
powers under that indenture at the request of any of the holders of any debt securities issued
under that indenture only after those holders have offered the trustee indemnity satisfactory to
it.
Each indenture contains limitations on the right of the trustee, if it becomes our creditor
or, if applicable, a creditor of any Subsidiary Guarantor, to obtain payment of claims or to
realize on certain property received for any such claim, as security or otherwise. The trustee is
permitted to engage in other transactions with us or, if applicable, any Subsidiary Guarantor. If,
however, it acquires any conflicting interest, it must eliminate that conflict or resign within 90
days after ascertaining that it has a conflicting interest and after the occurrence of a default
under the applicable indenture, unless the default has been cured, waived or otherwise eliminated
within the 90-day period.
Form, Exchange, Registration and Transfer. The debt securities will be issued in registered
form, without interest coupons. There will be no service charge for any registration of transfer
or exchange of the debt securities. However, payment of any transfer tax or similar governmental
charge payable for that registration may be required.
Debt securities of any series will be exchangeable for other debt securities of the same
series, the same total principal amount and the same terms but in different authorized
denominations in accordance with the applicable indenture. Holders may present debt securities for
registration of transfer at the office of the security registrar or any transfer agent we
designate. The security registrar or transfer agent will effect the transfer or exchange if its
requirements and the requirements of the applicable indenture are met.
The trustee will be appointed as security registrar for the debt securities. If a prospectus
supplement refers to any transfer agents we initially designate, we may at any time rescind that
designation or approve a change in the location through which any transfer agent acts. We are
required to maintain an office or agency for transfers and exchanges in each place of payment. We
may at any time designate additional transfer agents for any series of debt securities.
In the case of any redemption, we will not be required to register the transfer or exchange
of:
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any debt security during a period beginning 15 business days prior to the mailing of any
notice of redemption or mandatory offer to repurchase and ending on the close of business
on the day of mailing of such notice; or |
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any debt security that has been called for redemption in whole or in part, except the
unredeemed portion of any debt security being redeemed in part. |
Payment and Paying Agent. Unless we inform you otherwise in a prospectus supplement, payments
on the debt securities will be made in U.S. dollars at the office of the trustee and any paying
agent. At our option, however, payments may be made by wire transfer for global debt securities or
by check mailed to the address of the person entitled to the payment as it appears in the security
register. Unless we inform you otherwise in a prospectus
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supplement, interest payments will be made to the person in whose name the debt security is
registered at the close of business on the record date for the interest payment.
Unless we inform you otherwise in a prospectus supplement, the trustee under the applicable
indenture will be designated as the paying agent for payments on debt securities issued under that
indenture. We may at any time designate additional paying agents or rescind the designation of any
paying agent or approve a change in the office through which any paying agent acts.
If the principal of or any premium or interest on debt securities of a series is payable on a
day that is not a business day, the payment will be made on the next succeeding business day as if
made on the date that the payment was due and no interest will accrue on that payment for the
period from and after the due date to the date of that payment on the next succeeding business
date. For these purposes, unless we inform you otherwise in a prospectus supplement, a business
day is any day that is not a Saturday, a Sunday or a day on which banking institutions in any of
New York, New York or Houston, Texas or a place of payment on the debt securities of that series is
authorized or obligated by law, regulation or executive order to remain closed.
Subject to the requirements of any applicable abandoned property laws, the trustee and paying
agent will pay to us upon written request any money held by them for payments on the debt
securities that remains unclaimed for two years after the date upon which that payment has become
due. After payment to us, holders entitled to the money must look to us for payment. In that
case, all liability of the trustee or paying agent with respect to that money will cease.
Notices. Any notice required by the indentures to be provided to holders of the debt
securities will be given by mail to the registered holders at the addresses as they appear in the
security register.
Replacement of Debt Securities. We will replace any debt securities that become mutilated,
destroyed, stolen or lost at the expense of the holder upon delivery to the trustee of the
mutilated debt securities or evidence of the loss, theft or destruction satisfactory to us and the
trustee. In the case of a lost, stolen or destroyed debt security, indemnity satisfactory to the
trustee and us may be required at the expense of the holder of the debt securities before a
replacement debt security will be issued.
Book-Entry Debt Securities. The debt securities of a series may be issued in the form of one
or more global debt securities that would be deposited with a depositary or its nominee identified
in the prospectus supplement. Global debt securities may be issued in either temporary or
permanent form. We will describe in the prospectus supplement the terms of any depositary
arrangement and the rights and limitations of owners of beneficial interests in any global debt
security.
Provisions applicable solely to subordinated debt securities
Subordination. Under the subordinated indenture, payment of the principal of and any premium
and interest on the subordinated debt securities will generally be subordinated and junior in right
of payment to the prior payment in full of all Senior Debt, as described below. Unless we inform
you otherwise in the prospectus supplement, we may not make any payment of principal of or any
premium or interest on the subordinated debt securities if we fail to pay the principal, interest,
premium or any other amounts on any Senior Debt when due.
The subordination does not affect our obligation, which is absolute and unconditional, to pay,
when due, the principal of and any premium and interest on the subordinated debt securities. In
addition, the subordination does not prevent the occurrence of any default under the subordinated
indenture.
The subordinated indenture does not limit the amount of Senior Debt that we may incur. As a
result of the subordination of the subordinated debt securities, if we become insolvent, holders of
subordinated debt securities may receive less on a proportionate basis than other creditors.
Unless we inform you otherwise in a prospectus supplement, Senior Debt will mean all debt,
including guarantees, of ours, unless the debt states that it is not senior to the subordinated
debt securities or our other junior
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debt. Senior Debt with respect to a series of subordinated debt securities could include
other series of debt securities issued under a subordinated indenture.
Guarantee
The Subsidiary Guarantors may fully and unconditionally guarantee on an unsecured basis the
full and prompt payment of the principal of and any premium and interest on the debt securities
issued by us when and as the payment becomes due and payable, whether at maturity or otherwise.
The guarantee provides that in the event of a default in the payment of principal of or any premium
or interest on a debt security, the holder of that debt security may institute legal proceedings
directly against the applicable Subsidiary Guarantor to enforce the guarantee without first
proceeding against us. If senior debt securities are so guaranteed, the guarantee will rank
equally with all of the Subsidiary Guarantors other unsecured and unsubordinated debt from time to
time outstanding and senior to any subordinated debt of the Subsidiary Guarantor. If subordinated
debt securities are so guaranteed, the guarantee will be subordinated
to all of the Subsidiary
Guarantors other unsecured and unsubordinated debt from time to time outstanding.
The obligations of any Subsidiary Guarantor under the guarantee will be limited to the maximum
amount that will not result in the obligations of the Subsidiary Guarantor under the guarantee
constituting a fraudulent conveyance or fraudulent transfer under federal or state law, after
giving effect to any other contingent and fixed liabilities of the Subsidiary Guarantor.
The guarantee may be released under certain circumstances. If we exercise our legal or
covenant defeasance option with respect to debt securities of a particular series as described
above in Defeasance, then any Subsidiary Guarantor will be released with respect
to that series. Further, if no default has occurred and is continuing under the indentures, and to
the extent not otherwise prohibited by the indentures, any Subsidiary Guarantor will be
unconditionally released and discharged from the guarantee:
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automatically upon any sale, exchange or transfer, whether by way of merger or
otherwise, to any person that is not our affiliate, of all of our equity interests in the
Subsidiary Guarantor; |
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automatically upon the merger of the Subsidiary Guarantor into us or any other
Subsidiary Guarantor or the liquidation and dissolution of the Subsidiary Guarantor; or |
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following delivery of a written notice by us to the trustee, upon the release of all
guarantees by the Subsidiary Guarantor of any debt of ours for borrowed money, except for
any series of debt securities. |
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Description of Capital Stock
The description of our capital stock in this section is a summary and is not intended to
be complete. For a complete description of our capital stock, please read our amended and restated
articles of incorporation and our amended and restated bylaws, which have been filed with the SEC.
General
Our authorized capital stock consists of (1) 40,000,000 shares of common stock, par value
$0.01 per share, and (2) 10,000,000 shares of preferred stock, par value $0.01 per share.
Approximately 26,001,692 shares of our common stock and no shares of preferred stock were
outstanding as of April 13, 2007.
Common
Stock
The holders of our common stock are entitled to one vote per share on all matters on which
shareholders are permitted to vote. The holders of our common stock have no preemptive rights to
purchase or subscribe for our securities, and our common stock is not convertible or subject to
redemption by us.
Subject to the rights of the holders of any class of our capital stock having any preference
or priority over our common stock, the holders of our common stock are entitled to dividends in
such amounts as may be declared by our board of directors from time to time out of funds legally
available for such payments and, if we are liquidated, dissolved or wound up, to a ratable share of
any distribution to shareholders, after satisfaction of all our liabilities and the prior rights of
any outstanding class of our preferred stock.
American Stock Transfer & Trust Company is the registrar and transfer agent for our common
stock. Our common stock is listed on the Nasdaq Global Select Market under the symbol CRZO.
Preferred Stock
Our board of directors has the authority, without shareholder approval, to issue shares of
preferred stock in one or more series, and to fix the number and terms of each such series. We
have no present plan to issue shares of preferred stock.
The prospectus supplement relating to any series of preferred stock we are offering will
include specific terms relating to the offering and the name of any transfer agent for that series.
We will file the form of the preferred stock with the SEC before we issue any of it, and you
should read it for provisions that may be important to you. The prospectus supplement will include
some or all of the following terms:
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the title of the preferred stock; |
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the maximum number of shares of the series; |
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the dividend rate or the method of calculating the dividend, the date from which
dividends will accrue and whether dividends will be cumulative; |
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any liquidation preference; |
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any optional redemption provisions; |
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any sinking fund or other provisions that would obligate us to redeem or purchase the preferred stock; |
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any terms for the conversion or exchange of the preferred stock for other securities of
us or any other entity; |
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any voting rights; and |
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any other preferences and relative, participating, optional or other special rights or
any qualifications, limitations or restrictions on the rights of the shares. |
The issuance of shares of preferred stock could adversely affect the voting power of holders
of our common stock, discourage an unsolicited acquisition proposal or make it more difficult for a
third party to gain control of the Company. For instance, the issuance of a series of preferred
stock might impede a business combination by including class voting rights that would enable the
holder to block such a transaction or facilitate a business combination by including voting rights
that would provide a required percentage vote of the shareholders. Although our board of directors
is required to make any determination to issue preferred stock based on its judgment as to the best
interests of our shareholders, the board could act in a manner that would discourage an acquisition
attempt or other transaction that some of the shareholders might believe to be in their best
interests or in which shareholders might receive a premium for their stock over the then market
price of the stock. Our board of directors does not presently intend to seek shareholder approval
prior to any issuance of currently authorized stock unless otherwise required by law or the rules
of the Nasdaq Global Select Market.
Special Meetings
Our articles of incorporation provide that special meetings of our shareholders may be called
only by the chairman of our board of directors, our president, a majority of our board of directors
or by shareholders holding not less than 50% of our outstanding voting stock.
Voting
Our common stock does not have cumulative voting rights. Accordingly, holders of a majority
of the total votes entitled to vote in an election of directors will be able to elect all of the
directors.
Our articles of incorporation or Texas law requires the affirmative vote of holders of:
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66 2/3% of the outstanding shares entitled to vote on the matter to approve any merger,
consolidation or share exchange, any dissolution of the Company or certain dispositions of
all or substantially all of our assets in which we do not continue to engage in a business
or apply a portion of the consideration received in connection with the transaction to the
conduct of a business in which we engage following the transaction; and |
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a majority of the outstanding shares entitled to vote on the matter to approve any
amendment to our articles of incorporation or any other matter for which a shareholder vote
is required by the Texas Business Corporation Act. If any class or series of shares is
entitled to vote as a class with regard to these events, the vote required will be the
affirmative vote of the holders of a majority of the outstanding shares within each class
or series of shares entitled to vote thereon as a class and at least a majority of the
outstanding shares of capital stock otherwise entitled to vote thereon. |
Our bylaws provide that shareholders who wish to nominate directors or to bring business
before a shareholders meeting must notify us and provide pertinent information at least 80 days
before the meeting date, or within 10 days after public announcement pursuant to our bylaws of the
meeting date, if the meeting date has not been publicly announced at least 90 days in advance.
Our articles of incorporation and bylaws provide that no director may be removed from office
except for cause and upon the affirmative vote of the holders of a majority of the votes entitled
to be cast in the election of our directors. The following events constitute cause:
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the director has been convicted, or is granted immunity to testify where another has
been convicted, of a felony; |
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the director has been found by a court or by the affirmative vote of a majority of all
other directors to be grossly negligent or guilty of willful misconduct in the performance
of duties to us; |
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the director is adjudicated mentally incompetent; or |
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the director has been found by a court or by the affirmative vote of a majority of all
other directors to have breached his duty of loyalty to us or our shareholders or to have
engaged in a transaction with us from which the director derived an improper personal
benefit. |
Business Combination Law
We are subject to Part Thirteen (the Business Combination Law) of the Texas Business
Corporation Act. In general, the Business Combination Law prevents an affiliated shareholder or
its affiliates or associates from entering into or engaging in a business combination with an
issuing public corporation during the three-year period immediately following the affiliated
shareholders acquisition of shares unless:
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before the date the person became an affiliated shareholder, the board of directors of
the issuing public corporation approved the business combination or the acquisition of
shares made by the affiliated shareholder on that date; or |
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not less than six months after the date the person became an affiliated shareholder, the
business combination is approved by the affirmative vote of holders of at least two-thirds
of the issuing public corporations outstanding voting shares not beneficially owned by the
affiliated shareholder or its affiliates or associates. |
For the purposes of the Business Combination Law, an affiliated shareholder is defined
generally as a person who is or was within the preceding three-year period the beneficial owner of
20% or more of a corporations outstanding voting shares. A business combination is defined
generally to include:
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mergers or share exchanges; |
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dispositions of assets having an aggregate value equal to 10% or more of the market
value of the assets or of the outstanding common stock representing 10% or more of the
earning power or net income of the corporation; |
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certain issuances or transaction by the corporation that would increase the affiliated
shareholders number of shares of the corporation; |
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certain liquidations or dissolutions; and |
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the receipt of tax, guarantee, loan or other financial benefits by an affiliated
shareholder of the corporation. |
An issuing public corporation is defined generally as a Texas corporation with 100 or more
shareholders, any voting shares registered under the Securities Exchange Act of 1934, as amended
(the Exchange Act), or any voting shares qualified for trading in a national market system.
The Business Combination Law does not apply to a business combination of an issuing public
corporation that elects not be governed thereby through either its original articles of
incorporation or bylaws or by an amendment thereof. Our articles of incorporation and bylaws do
not so provide, nor do we currently intend to make any such amendments.
In discharging the duties of a director under Texas law, a director, in considering the best
interests of the Company, may consider the long-term as well as the short-term interests of the
Company and our shareholders, including the possibility that those interests may be best served by
our continued independence.
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Limitation of Director Liability and Indemnification Arrangements
Our articles of incorporation contain a provision that limits the liability of our directors
as permitted by the Texas Business Corporation Act. The provision eliminates the personal
liability of a director to us and our shareholders for monetary damages for an act or omission in
the directors capacity as a director. The provision does not change the liability of a director
for breach of his duty of loyalty to us or to our shareholders, for an act or omission not in good
faith that involves intentional misconduct or a knowing violation of law, for an act or omission
for which the liability of a director is expressly provided for by an applicable statute, or in
respect of any transaction from which a director received an improper personal benefit. Pursuant
to our articles of incorporation, the liability of directors will be further limited or eliminated
without action by shareholders if Texas law is amended to further limit or eliminate the personal
liability of directors.
Our bylaws provide for the indemnification of our officers and directors, and the advancement
to them of expenses in connection with proceedings and claims, to the fullest extent permitted by
the Texas Business Corporation Act. We have also entered into indemnification agreements with each
of our directors and some of our officers that contractually provide for indemnification and
expense advancement and include related provisions meant to facilitate the indemnitees receipt of
such benefits. In addition, we have purchased directors, and officers liability insurance
policies for our directors and officers in the future. Our bylaws and these agreements with
directors and officers provide for indemnification for amounts:
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in respect of the deductibles for these insurance policies; |
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that exceed the liability limits of our insurance policies; and |
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that are available, were available or become available to us or are generally available
to companies comparable to us but which our officers or directors determine is inadvisable
for us to purchase, given the cost. |
Such indemnification may be made even though our directors and officer would not otherwise be
entitled to indemnification under other provisions of our bylaws or these agreements.
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Description of Warrants
We may issue warrants to purchase debt securities, common stock, preferred stock, rights
or other securities of the Company or any other entity or any combination of the foregoing. We may
issue warrants independently or together with other securities. Warrants sold with other
securities may be attached to or separate from the other securities. We will issue warrants under
one or more warrant agreements between us and a warrant agent that we will name in the prospectus
supplement.
The prospectus supplement relating to any warrants we are offering will include specific terms
relating to the offering. We will file the form of any warrant agreement with the SEC, and you
should read the warrant agreement for provisions that may be important to you. The prospectus
supplement will include some or all of the following terms:
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the title of the warrants; |
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the aggregate number of warrants offered; |
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the designation, number and terms of the debt securities, common stock, preferred stock,
rights or other securities purchasable upon exercise of the warrants, and procedures by
which the number of securities purchasable may be adjusted; |
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the exercise price of the warrants; |
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the dates or periods during which the warrants are exercisable; |
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the designation and terms of any securities with which the warrants are issued; |
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if the warrants are issued as a unit with another security, the date, if any, on and
after which the warrants and the other security will be separately transferable; |
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if the exercise price is not payable in U.S. dollars, the foreign currency, currency
unit or composite currency in which the exercise price is denominated; |
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any minimum or maximum amount of warrants that may be exercised at any one time; and |
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any terms, procedures and limitations relating to the transferability, exchange or
exercise of the warrants. |
29
Plan of Distribution
We may sell the securities in and outside the United States through underwriters or
dealers, directly to purchasers or through agents. The prospectus supplement will include the
following information:
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the terms of the offering; |
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the names of any underwriters or agents; |
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the purchase price of the securities from us and, if the purchase price is not payable
in U.S. dollars, the currency or composite currency in which the purchase price is payable; |
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the net proceeds to us from the sale of the securities; |
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any delayed delivery arrangements; |
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any underwriting discounts, commissions and other items constituting underwriters compensation; |
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the initial public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any commissions paid to agents. |
Sale Through Underwriters or Dealers
If we use underwriters in the sale of securities, the underwriters will acquire the securities
for their own account. The underwriters may resell the securities from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement,
the obligations of the underwriters to purchase the securities will be subject to conditions, and
the underwriters will be obligated to purchase all the securities if they purchase any of them.
The underwriters may change from time to time any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers.
During and after an offering through underwriters, the underwriters may purchase and sell the
securities in the open market. These transactions may include overallotment and stabilizing
transactions and purchases to cover syndicate short positions created in connection with the
offering. The underwriters may also impose a penalty bid, whereby selling concessions allowed to
syndicate members or other broker-dealers for the offered securities sold for their account may be
reclaimed by the syndicate if such offered securities are repurchased by the syndicate in
stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect
the market price of the offered securities, which may be higher than the price that might otherwise
prevail in the open market. If commenced, these activities may be discontinued at any time.
If we use dealers in the sale of securities, we will sell the securities to them as
principals. They may then resell those securities to the public at varying prices determined by
the dealers at the time of resale. The dealers participating in any sale of the securities may be
deemed to be underwriters within the meaning of the Securities Act with respect to any sale of
those securities. We will include in the prospectus supplement the names of the dealers and the
terms of the transaction.
30
Direct Sales and Sales Through Agents
We may sell the securities directly. In that event, no underwriters or agents would be
involved. We may also sell the securities through agents we designate from time to time. In the
prospectus supplement, we will name any agent involved in the offer or sale of the securities, and
we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the
prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases
for the period of its appointment.
We may sell the securities directly to institutional investors or others who may be deemed to
be underwriters within the meaning of the Securities Act with respect to any sale of those
securities. We will describe the terms of any such sales in the prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize agents, underwriters or
dealers to solicit offers from certain types of institutions to purchase securities from us at the
public offering price under delayed delivery contracts. These contracts would provide for payment
and delivery on a specified date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The prospectus supplement will describe the
commission payable for solicitation of those contracts.
Remarketing
We may offer and sell any of the securities in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment by their terms or otherwise, by one or more
remarketing firms acting as principals for their own accounts or as our agents. We will identify
any remarketing firm, the terms of any remarketing agreement and the compensation to be paid to the
remarketing firm in the prospectus supplement. Remarketing firms may be deemed underwriters under
the Securities Act.
Derivative Transactions
We may enter into derivative transactions with third parties, or sell securities not covered
by this prospectus to third parties in privately negotiated transactions. If the applicable
prospectus supplement indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third parties may use securities pledged by us or borrowed from us
or others to settle those sales or to close out any related open borrowings of stock, and may use
securities received from us in settlement of those derivatives to close out any related open
borrowings of stock.
We or one of our affiliates may loan or pledge securities to a financial institution or other
third party that in turn may sell the securities using this prospectus. Such financial institution
or third party may transfer its short position to investors in our securities or in connection with
a simultaneous offering of other securities offered by this prospectus or otherwise.
The third parties in any of the sale transactions described above will be underwriters and
will be identified in the applicable prospectus supplement or in a post-effective amendment to the
registration statement of which this prospectus forms a part.
General Information
We may have agreements with the agents, dealers and underwriters to indemnify them against
civil liabilities, including liabilities under the Securities Act, or to contribute with respect to
payments that the agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may engage in transactions with us or perform services for us in the ordinary course
of their businesses.
The securities may or may not be listed on a national securities exchange. We cannot assure
you that there will be a market for the securities.
31
Legal Matters
The validity of the offered securities and other matters in connection with any offering
of the securities will be passed upon for us by Baker Botts L.L.P., Houston, Texas, our outside
counsel. Any underwriters will be advised about legal matters relating to any offering by their
own legal counsel, which will be named in the related prospectus supplement.
Experts
Our consolidated financial statements and managements assessment of the effectiveness of
internal control over financial reporting (which is included in Managements Report on Internal
Control of Financial Reporting) for the years ended December 31, 2004, 2005 and 2006, incorporated
by reference in this prospectus and registration statement, have been audited by Pannell Kerr
Forster of Texas, P.C., independent registered public accounting firm, to the extent indicated in
their reports thereon also incorporated by reference. Such consolidated financial statements and
managements assessment of the effectiveness of internal control over financial reporting have been
so incorporated herein by reference in reliance on such reports given on the authority of said firm
as experts in accounting and auditing.
The letter reports of Ryder Scott Company, Fairchild & Wells, Inc. and LaRoche Petroleum
Consultants, Ltd., each independent consulting petroleum engineers, and certain information with
respect to our oil and gas reserves derived from such reports and certain information with respect
to our oil and gas reserves derived from the reports of DeGolyer and MacNaughton, independent
consulting petroleum engineers, have been incorporated by reference into this prospectus upon the
authority of each such firm as experts with respect to such matters covered in such reports and in
giving such reports.
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy this registration statement and any other documents we file at
the SECs Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC
filings are also available to the public at the SECs Internet site at http://www.sec.gov and our
website at http://www.carrizo.net. Copies of these reports, proxy statements and other information
concerning us can also be inspected at the offices of the Nasdaq Stock Market, Inc., which are
located at 1735 K Street N.W., Washington, D.C. 20006. Information on our website or any other
website is not incorporated by reference in this prospectus and does not constitute part of this
prospectus.
This prospectus is part of a registration statement and, as permitted by SEC rules, does not
contain all of the information included in the registration statement. Whenever a reference is
made in this prospectus or any prospectus supplement to any of our contracts or other documents,
the reference may not be complete and, for a copy of the contract or document, you should refer to
the exhibits that are part of or incorporated by reference into the registration statement.
The SEC allows us to incorporate by reference into this prospectus the information we file
with it, which means that we can disclose important information to you by referring you to those
documents. Information incorporated by reference is considered to be part of this prospectus. Any
statement contained in this prospectus or a document incorporated by reference in this prospectus
will be deemed to be modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any other subsequently filed document that is
incorporated by reference in this prospectus modifies or superseded the statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a
part of this prospectus. We incorporate by reference the documents listed below and future filings
we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any
information furnished but not filed, unless we specifically provide that such furnished
information is to be incorporated by reference) after the effectiveness of this registration
statement and until the termination of offerings under this prospectus:
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our Annual Report on Form 10-K for the year ended December 31, 2006; |
32
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our Current Report on Form 8-K filed on January 5, 2007; and |
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the description of our common stock in our Registration Statement on Form 8-A
(Registration No. 000-22915) filed on July 31, 1997. |
We will provide a copy of any and all of the information that is incorporated by reference in
this prospectus to any person, including a beneficial owner, to whom a prospectus is delivered,
without charge, upon written or oral request. You may obtain a copy of these filings by writing or
telephoning:
Carrizo Oil & Gas, Inc.
Attention: Investor Relations
1000 Louisiana Street, Suite 1500
Houston, Texas 77002
(713) 328-1000.
33
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All expenses in connection with the offering described in this registration statement will be
paid by us. Such expenses are estimated as follows:*
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SEC registration fee |
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$ |
* |
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Printing expenses |
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50,000 |
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Accounting fees and expenses |
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5,000 |
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Legal fees and expenses |
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35,000 |
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Trustee fees and expenses |
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20,000 |
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Rating agency fees and expenses |
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225,000 |
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Miscellaneous |
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65,000 |
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Total |
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$ |
400,000 |
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* |
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To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of
securities under this registration statement pursuant to Rule 457(r). |
Item 15. Indemnification of Directors and Officers.
Limitation of Director Liability and Indemnification Arrangements
Our articles of incorporation contain a provision that limits the liability of our directors
as permitted by the Texas Business Corporation Act. The provision eliminates the personal
liability of a director to us and our shareholders for monetary damages for an act or omission in
the directors capacity as a director. The provision does not change the liability of a director
for breach of his duty of loyalty to us or to our shareholders, for an act or omission not in good
faith that involves intentional misconduct or a knowing violation of law, for an act or omission
for which the liability of a director is expressly provided for by an applicable statute, or in
respect of any transaction from which a director received an improper personal benefit. Pursuant
to our articles of incorporation, the liability of directors will be further limited or eliminated
without action by shareholders if Texas law is amended to further limit or eliminate the personal
liability of directors.
Our bylaws provide for the indemnification of our officers and directors, and the advancement
to them of expenses in connection with proceedings and claims, to the fullest extent permitted by
the Texas Business Corporation Act. We have also entered into indemnification agreements with each
of our directors and some of our officers that contractually provide for indemnification and
expense advancement and include related provisions meant to facilitate the indemnitees receipt of
such benefits.
We have purchased directors and officers liability insurance policies for our directors and
officers. In addition, our bylaws and these agreements with directors and officers provide for
indemnification for amounts:
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in respect of the deductibles for these insurance policies; |
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that exceed the liability limits of our insurance policies; and |
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in respect of these types of insurance policies that are available, were available or
become available to us or which are generally available to companies comparable to us but
which our officers or directors determine is inadvisable for us to purchase, given the cost
involved. |
34
This type of indemnification relating to directors and officers insurance may be made even
though directors and officers would not otherwise be entitled to indemnification under other
provisions of our bylaws or these agreements.
Delaware law permits a corporation to adopt a provision in its certificate of incorporation
eliminating or limiting the personal liability of a director, but not an officer in his or her
capacity as such, to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that such provision shall not eliminate or limit the liability
of a director for (1) any breach of the directors duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) liability under section 174 of the Delaware General Corporation Law
(the DGCL) for unlawful payment of dividends or stock purchases or redemptions or (4) any
transaction from which the director derived an improper personal benefit.
The certificate of incorporation and bylaws of each of CCBM, Inc. and CLLR, Inc. authorize
indemnification of its officers and directors to the full extent permitted by law.
Under Delaware law, a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any type of proceeding, other than an action by or in the right of
the corporation, because he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation a director, officer, employee
or agent of another corporation or other entity, against expenses, including attorneys fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with
such proceeding if: (1) he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation and (2) with respect to any
criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was
unlawful. A corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit brought by or in the right of the
corporation because he or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation or other entity, against expenses, including attorneys fees, actually and
reasonably incurred in connection with such action or suit if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification will be made if the person is found liable to the
corporation unless, in such a case, the court determines the person is nonetheless entitled to
indemnification for such expenses. A corporation must also indemnify a present or former director
or officer has been successful on the merits or otherwise in defense of any proceeding, or in
defense of any claim, issue or matter therein, against expenses, including attorneys fees,
actually and reasonably incurred by him or her. Expenses, including attorneys fees, incurred by a
director or officer, or any employees or agents as deemed appropriate by the board of directors, in
defending civil or criminal proceedings may be paid by the corporation in advance of the final
disposition of such proceedings upon receipt of an undertaking by or on behalf of such director,
officer, employee or agent to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification
and the advancement of expenses is not exclusive of any other rights a person may be entitled to
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Under the DGCL, the termination of any proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that a person did not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to any criminal
proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Delaware law also provides that a corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation or other entity, against any liability asserted against and incurred by such person,
whether or not the corporation would have the power to indemnify such person against such
liability.
35
Item 16. Exhibits
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
2.1
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Combination Agreement by and among the Company, Carrizo Production, Inc.,
Encinitas Partners Ltd., La Rosa Partners Ltd., Carrizo Partners Ltd., Paul B.
Loyd, Jr., Steven A. Webster, S.P. Johnson IV, Douglas A.P. Hamilton and Frank
A. Wojtek dated as of September 6, 1997 (incorporated herein by reference to
Exhibit 2.1 to the Companys Registration Statement on Form S-1 (Registration
No. 333-29187)). |
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3.1
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Amended and Restated Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K
for the year ended December 31, 1998). |
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3.2
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Amended and Restated Bylaws of the Company, as amended by Amendment No. 1
(incorporated herein by reference to Exhibit 3.2 to the Companys Registration
Statement on Form 8-A (Registration No. 000-22915) Amendment No. 2
(incorporated herein by reference to Exhibit 3.2 to the Companys Current
Report on Form 8-K dated December 15, 1999) and Amendment No. 3 (incorporated
herein by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K
dated February 20, 2002). |
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4.3
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Form of certificate representing Common Stock (incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement on Form S-1 (Registration
No. 333-29187)). |
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4.4
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Certificate of Incorporation of CCBM, Inc. (incorporated by reference to
Exhibit 4.4 to the Companys Registration Statement on Form S-3 (Registration
No. 333-128215)). |
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4.5
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Bylaws of CCBM, Inc. (incorporated by reference to Exhibit 4.5 to the
Companys Registration Statement on Form S-3 (Registration No. 333-128215)). |
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4.6
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Certificate of Incorporation of CLLR, Inc. |
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4.7
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Bylaws of CLLR, Inc. |
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4.8
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Form of indenture relating to the senior debt securities of the Company. |
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4.9
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Form of indenture relating to the subordinated debt securities of the
Company. |
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5.1
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Opinion of Baker Botts L.L.P. |
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12.1
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Computation of ratio of earnings to fixed charges and earnings to combined
fixed charges and preferred stock dividends for each of the years in the
five-year period ended December 31, 2006. |
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23.1
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Consent of Pannell Kerr Forster of Texas, P.C. |
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23.2
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Consent of Ryder Scott Company Petroleum Engineers. |
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23.3
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Consent of Fairchild & Wells, Inc. |
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23.4
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Consent of LaRoche Petroleum Consultants, Ltd. |
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23.5
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Consent of DeGolyer and MacNaughton. |
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23.6
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1) |
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24.1
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Power of Attorney (included in signature page) |
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Incorporated by reference as indicated. |
We will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing
or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth
the terms of any debt securities, preferred stock or warrants, (iii) any additional required
opinions of counsel with respect to legality of the securities
offered hereby, (iv) any required opinion of our counsel as to certain tax matters relative to
the securities offered hereby or (v) any Statement of Eligibility and Qualification under the Trust
Indenture Act of the applicable trustee.
36
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
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(i) |
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to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
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to reflect in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set
forth in the Calculation of Registration Fee table in the effective registration
statement; and |
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(iii) |
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To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement; |
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
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(A) |
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Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and |
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(B) |
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement |
37
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that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective
date. |
(5) That, for the purpose of determining liability of the Registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant
undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
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(i) |
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Any preliminary prospectus or prospectus of the undersigned Registrant relating to the
offering required to be filed pursuant to Rule 424; |
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(ii) |
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Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant; |
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(iii) |
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The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and |
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(iv) |
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Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser. |
(6) That, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(7) To file an application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the claim has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, the State of
Texas, on April 25, 2007.
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CARRIZO OIL & GAS, INC.
CCBM, INC.
CLLR, INC.
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By: |
/s/ S. P. Johnson IV
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Name: |
S.P. Johnson IV |
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Title: |
President |
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Each person whose signature appears below appoints Paul F. Boling and S.P. Johnson IV and each
of them, each of whom may act without the joinder of the others, as his true and lawful attorneys
in fact and agents, will full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys in fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully and for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys in fact and agents or
their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
CARRIZO OIL & GAS, INC.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on
April 25, 2007.
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SIGNATURE |
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TITLE |
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/s/ S.P. Johnson IV
(S.P. Johnson IV)
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President, Chief Executive Officer and
Director (Principal Executive Officer) |
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/s/ Paul F. Boling
(Paul F. Boling)
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Chief Financial Officer, Vice
President, Secretary and
Treasurer (Principal Financial and
Accounting Officer) |
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/s/ Steven A. Webster
(Steven A. Webster)
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Chairman |
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/s/ Thomas L. Carter, Jr.
(Thomas L. Carter, Jr.)
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Director |
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/s/ Paul B. Loyd, Jr.
(Paul B. Loyd, Jr.)
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Director |
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/s/ F. Gardner Parker
(F. Gardner Parker)
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Director |
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SIGNATURE |
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TITLE |
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/s/ Roger A. Ramsey
(Roger A. Ramsey)
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Director |
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/s/ Frank A. Wojtek
(Frank A. Wojtek)
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Director |
CCBM, INC.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on
April 25, 2007.
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SIGNATURE |
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TITLE |
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/s/ S.P. Johnson IV
(S.P. Johnson IV)
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President
(Principal Executive Officer) |
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/s/ Paul F. Boling
(Paul F. Boling)
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Vice President
(Principal Financial and
Accounting Officer) |
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/s/ Steven A. Webster
(Steven A. Webster)
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Chairman |
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/s/ Thomas L. Carter, Jr.
(Thomas L. Carter, Jr.)
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Director |
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/s/ Paul B. Loyd, Jr.
(Paul B. Loyd, Jr.)
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Director |
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/s/ F. Gardner Parker
(F. Gardner Parker)
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Director |
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/s/ Roger A. Ramsey
(Roger A. Ramsey)
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Director |
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/s/ Frank A. Wojtek
(Frank A. Wojtek)
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Director |
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CLLR, INC.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on
April 25, 2007.
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SIGNATURE |
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TITLE |
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/s/ S.P. Johnson IV
(S.P. Johnson IV)
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President
(Principal Executive Officer) |
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/s/ Paul F. Boling
(Paul F. Boling)
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Vice President
(Principal Financial and
Accounting Officer) |
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/s/ Steven A. Webster
(Steven A. Webster)
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Chairman |
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/s/ Thomas L. Carter, Jr.
(Thomas L. Carter, Jr.)
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Director |
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/s/ Paul B. Loyd, Jr.
(Paul B. Loyd, Jr.)
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Director |
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/s/ F. Gardner Parker
(F. Gardner Parker)
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Director |
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/s/ Roger A. Ramsey
(Roger A. Ramsey)
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Director |
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/s/ Frank A. Wojtek
(Frank A. Wojtek)
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Director |
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EXHIBIT INDEX
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
2.1
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Combination Agreement by and among the Company, Carrizo Production, Inc.,
Encinitas Partners Ltd., La Rosa Partners Ltd., Carrizo Partners Ltd., Paul B.
Loyd, Jr., Steven A. Webster, S.P. Johnson IV, Douglas A.P. Hamilton and Frank
A. Wojtek dated as of September 6, 1997 (incorporated herein by reference to
Exhibit 2.1 to the Companys Registration Statement on Form S-1 (Registration
No. 333-29187)). |
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3.1
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Amended and Restated Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K
for the year ended December 31, 1998). |
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3.2
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Amended and Restated Bylaws of the Company, as amended by Amendment No. 1
(incorporated herein by reference to Exhibit 3.2 to the Companys Registration
Statement on Form 8-A (Registration No. 000-22915) Amendment No. 2
(incorporated herein by reference to Exhibit 3.2 to the Companys Current
Report on Form 8-K dated December 15, 1999) and Amendment No. 3 (incorporated
herein by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K
dated February 20, 2002). |
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4.3
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Form of certificate representing Common Stock (incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement on Form S-1 (Registration
No. 333-29187)). |
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4.4
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Certificate of Incorporation of CCBM, Inc. (incorporated by reference to
Exhibit 4.4 to the Companys Registration Statement on Form S-3 (Registration
No. 333-128215)). |
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4.5
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Bylaws of CCBM, Inc. (incorporated by reference to Exhibit 4.5 to the
Companys Registration Statement on Form S-3 (Registration No. 333-128215)). |
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4.6
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Certificate of Incorporation of CLLR, Inc. |
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4.7
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Bylaws of CLLR, Inc. |
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4.8
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Form of indenture relating to the senior debt securities of the Company. |
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4.9
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Form of indenture relating to the subordinated debt securities of the
Company. |
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5.1
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Opinion of Baker Botts L.L.P. |
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12.1
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Computation of ratio of earnings to fixed charges and earnings to combined
fixed charges and preferred stock dividends for each of the years in the
five-year period ended December 31, 2006. |
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23.1
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Consent of Pannell Kerr Forster of Texas, P.C. |
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23.2
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Consent of Ryder Scott Company Petroleum Engineers. |
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23.3
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Consent of Fairchild & Wells, Inc. |
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23.4
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Consent of LaRoche Petroleum Consultants, Ltd. |
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23.5
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Consent of DeGolyer and MacNaughton. |
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23.6
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1) |
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24.1
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Power of Attorney (included in signature page) |
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Incorporated by reference as indicated. |
We will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing
or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth
the terms of any debt securities, preferred stock or warrants, (iii) any additional required
opinions of counsel with respect to legality of the securities
offered hereby, (iv) any required opinion of our counsel as to certain tax matters relative to
the securities offered hereby or (v) any Statement of Eligibility and Qualification under the Trust
Indenture Act of the applicable trustee.
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