Obligation Callon Energy 8.25% ( US144577AJ24 ) en USD

Callon Energy

100 % ⇌

Etas-Unis

US144577AJ24 ( en USD )

8.25% par an ( paiement semestriel )

14/07/2025 - Obligation échue

Prospectus brochure de l'obligation Callon Petroleum Company (CPE) US144577AJ24 en USD 8.25%, échue

1 000 USD

250 000 000 USD

144577AJ2

B+ ( Très spéculatif )

B3 ( Très spéculatif )

Callon Petroleum Company (CPE) est une société d'exploration et de production pétrolière et gazière indépendante, axée principalement sur le bassin permien au Texas et au Nouveau-Mexique.

L'Obligation émise par Callon Energy ( Etas-Unis ) , en USD, avec le code ISIN US144577AJ24, paye un coupon de 8.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2025

L'Obligation émise par Callon Energy ( Etas-Unis ) , en USD, avec le code ISIN US144577AJ24, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Callon Energy ( Etas-Unis ) , en USD, avec le code ISIN US144577AJ24, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Index to Financial Statements
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-198459
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of securities to be registered

Offering Price
Registration Fee (1)
8.25% Senior Notes due 2025

$250,000,000

$28,975

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Index to Financial Statements
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 28, 2014)
$250,000,000
Carrizo Oil & Gas, Inc.
8.25% Senior Notes due 2025

We are offering $250,000,000 aggregate principal amount of 8.25% senior notes due 2025. We will pay cash interest on the notes at an annual rate of 8.25%. Interest on the notes
is payable on January 15 and July 15 of each year, beginning January 15, 2018. The notes will mature on July 15, 2025.
We may redeem all or a portion of the notes at any time on or after July 15, 2020 at the redemption prices set forth in this prospectus supplement. Before July 15, 2020, we may,
at our option, redeem all or a portion of the notes at 100% of the principal amount plus a make-whole premium. In addition, prior to July 15, 2020, we may, at our option, redeem up to
35% of the aggregate principal amount of the notes with an amount of cash up to the net proceeds of certain equity offerings at the redemption price set forth in this prospectus
supplement. See "Description of the Notes--Optional Redemption."
This offering is not conditioned upon the completion of the Pending Acquisition (as defined herein), but if the Pending Acquisition is not consummated by October 28, 2017 (the
date that is 122 days after the date of execution of the applicable purchase agreement) or if the applicable purchase agreement is terminated at any time prior to the consummation of the
Pending Acquisition, we will be required to redeem the notes then outstanding in cash at a redemption price equal to the initial offering price, plus accrued and unpaid interest to, but not
including, the date of redemption. Additionally, if we determine it is reasonably likely that the Pending Acquisition will not close on or prior to October 28, 2017, or the applicable
purchase agreement will be terminated at any time prior to the consummation of the Pending Acquisition, we may, at our option, redeem the notes then outstanding in cash at a
redemption price equal to the initial offering price, plus accrued and unpaid interest to, but not including, the date of redemption. See "Description of Notes--Redemption--Special
Redemption."
The notes will be our general unsecured obligations and will rank equally with all of our existing and future unsecured senior indebtedness and senior in right of payment to any
future subordinated indebtedness. The notes will be guaranteed on a senior, unsecured basis by all of our subsidiaries that guarantee our revolving credit facility and existing senior notes.
The guarantees will rank equal in right of payment with all of the existing and future senior indebtedness of our subsidiary guarantors and senior in right of payment to any future
subordinated indebtedness of our subsidiary guarantors. The notes and guarantees will be effectively subordinated to all of our secured indebtedness (including all borrowings under our
revolving credit facility) to the extent of the value of the collateral securing such indebtedness and to all existing and future indebtedness and other liabilities of our subsidiaries that do
not guarantee the notes.
Holders of the notes will have the right to require us to repurchase their notes upon a change of control, as further described in this prospectus supplement, at a repurchase price in
cash equal to 101% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the date of purchase.
This prospectus supplement includes additional information about the terms of the notes, including optional redemption prices and covenants.
We do not intend to apply to list the notes on any securities exchange or include them in any automated quotation system. Currently, there is no public market for the notes offered
hereby.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-16 of this prospectus supplement and on page 2 of the
accompanying prospectus.

Underwriting
Proceeds to
Price to
Discounts and
us (before

Public(1)
Commissions
expenses)
Per Note

100.00%

1.50%

98.5%
Total

$250,000,000

$
3,750,000

$246,250,000
(1) Plus accrued interest, if any, from July 14, 2017, if settlement occurs after that date.
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We expect that delivery of the notes will be made in book-entry form on or about July 14, 2017.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Global Coordinators and Bookrunners
Citigroup
BofA Merrill Lynch

Joint Bookrunners
Wells Fargo Securities

Capital One Securities

Goldman Sachs & Co. LLC
RBC Capital Markets

SOCIETE GENERALE

Credit Agricole CIB
BBVA

BMO Capital Markets
Scotiabank

ABN AMRO

Joint Lead Managers
Jefferies

Credit Suisse

IBERIA Capital Partners L.L.C.
KeyBanc Capital Markets

Regions Securities LLC

Comerica Securities

June 29, 2017
Table of Contents
Index to Financial Statements
TABLE OF CONTENTS

Prospectus Supplement

Page
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY

S-1
RISK FACTORS
S-16
USE OF PROCEEDS
S-25
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
S-26
CAPITALIZATION
S-27
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
S-29
PREFERRED STOCK AND WARRANTS ISSUANCE
S-36
DESCRIPTION OF OTHER INDEBTEDNESS
S-38
DESCRIPTION OF THE NOTES
S-42
CERTAIN MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
S-99
UNDERWRITING
S-104
LEGAL MATTERS
S-110
EXPERTS
S-110
WHERE YOU CAN FIND MORE INFORMATION
S-110
INDEX TO FINANCIAL STATEMENTS

F-1

Prospectus

CARRIZO OIL & GAS, INC.
1
RISK FACTORS
2
FORWARD-LOOKING STATEMENTS
6
USE OF PROCEEDS
8
RATIO OF EARNINGS TO FIXED CHARGES
8
DESCRIPTION OF DEBT SECURITIES
9
DESCRIPTION OF CAPITAL STOCK
17
DESCRIPTION OF WARRANTS
21
SELLING SHAREHOLDERS
22
PLAN OF DISTRIBUTION
23
LEGAL MATTERS
26
EXPERTS
26
WHERE YOU CAN FIND MORE INFORMATION
26

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This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of the notes. The second
part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering of the notes. We
sometimes refer to the prospectus supplement and the accompanying prospectus together as "this prospectus." If the information varies between
this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

This document is not a prospectus for the purposes of the European Union's Directive 2003/71 (and any amendments thereto) as implemented
in member states of the European Economic Area (the "Prospectus Directive"). This document has been prepared on the basis that all offers of
notes offered hereby made to persons in the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from
the requirement to produce a prospectus in connection with offers of such shares.

S-i
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Index to Financial Statements
The communication of this document and any other document or materials relating to the issue of any notes offered hereby is not being made,
and none of such documents or materials have been approved, by an authorised person for the purposes of section 21 of the United Kingdom's
Financial Services and Markets Act 2000. Accordingly, such documents and materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of such documents and materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), or within Article 49(2)(a) to (d) of the Financial
Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons
together being referred to as "relevant persons"). In the United Kingdom, the notes offered hereby are only available to, and any investment or
investment activity to which this document relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a
relevant person should not act or rely on this document or any of its contents.

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other
than those contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or in any free writing
prospectus made available by us. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. Neither we nor the underwriters are making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume the information appearing in this prospectus supplement and the
accompanying prospectus is accurate only as of the date on the cover of this prospectus supplement and the accompanying prospectus 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 that date.

We expect that delivery of the notes will be made to investors on or about July 14, 2017, which will be the tenth business day following the
date of this prospectus supplement (such settlement being referred to as "T+10"). Under Rule 15c6-1 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), trades in the secondary market are required to settle in three business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder may be required, by virtue
of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed
settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

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Index to Financial Statements
FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, contain statements concerning our intentions, expectations, projections, assessments of risks,
estimations, beliefs, plans or predictions for the future, 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. These forward-looking statements include, among others, statements regarding:
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· our growth strategies;

· our ability to explore for and develop oil and gas resources successfully and economically;

· our estimates and forecasts of the timing, number, profitability and other results of wells we expect to drill and other exploration activities;

· our estimates, guidance and forecasts, including those regarding timing and levels of production;

· changes in working capital requirements, reserves, and acreage;

· commodity price risk management activities and the impact on our average realized prices;

· anticipated trends in our business;

· availability of pipeline connections and water disposal on economic terms;

· effects of competition on us;

· our future results of operations;

· profitability of drilling locations;

· our liquidity and our ability to finance our exploration and development activities, including accessibility of borrowings under our

revolving credit facility, our borrowing base, modification to financial covenants, and the result of any borrowing base redetermination;

· our planned expenditures, prospects and capital expenditure plan;

· future market conditions in the oil and gas industry;

· our ability to make, integrate and develop acquisitions including the Pending Acquisition (as described below) and realize any expected

benefits or effects of any acquisitions or the timing, final purchase price, financing or consummation of any acquisitions including the
Pending Acquisition;

· our ability to consummate and finance the Pending Acquisition;

· results of the ExL Properties (as defined herein);

· the preferred stock and warrants issuance (as defined herein);

· our common stock offering (as defined herein);

· possible future sales or other disposition transactions and the proceeds, results or benefits of any such transactions, including the timing

thereof;

· the benefits, effects, availability of and results of new and existing joint ventures and sales transactions;

· our ability to maintain a sound financial position;

· receipt of receivables and proceeds from sales;

· our ability to complete planned transactions on desirable terms;

S-iii
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Index to Financial Statements

· the impact of governmental regulation, taxes, market changes and world events; and

· our use of proceeds and any benefits or effects thereof.

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," "possible," "scheduled," "should,"
"guidance" or other similar words. Such statements rely on assumptions and involve risks and uncertainties, many of which are beyond our control,
including, but not limited to, those relating to a worldwide economic downturn, availability of financing, our dependence on our exploratory
drilling activities, the volatility of and changes in oil and gas prices, the need to replace reserves depleted by production, impairments of proved oil
and gas properties, operating risks of oil and gas operations, our dependence on our key personnel, factors that affect our ability to manage our
growth and achieve our business strategy, results, delays and uncertainties that may be encountered in drilling, development or production,
interpretations and impact of oil and gas reserve estimation and disclosure requirements, activities and approvals of our partners and parties with
whom we have alliances, technological changes, capital requirements, the timing and amount of borrowing base determinations (including
determinations by lenders) and availability under our revolving credit facility, evaluations of us by lenders under our revolving credit facility,
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waivers or amendments under our revolving credit facility in connection with acquisitions, including the Pending Acquisition, other actions by
lenders and holders of our capital stock, the potential impact of government regulations, including current and proposed legislation and regulations
related to hydraulic fracturing, oil and natural gas drilling, air emissions and climate change, regulatory determinations, litigation, competition, the
uncertainty of reserve information and future net revenue estimates, failure of the Pending Acquisition to close, market conditions and other factors
affecting our ability to complete our common stock offering and the preferred stock and warrants issuance, integration and other acquisition risks,
other factors affecting our ability to reach agreements or complete acquisitions or dispositions, actions by sellers and buyers, effects of purchase
price adjustments, availability of equipment and crews, actions by midstream and other industry participants, weather, our ability to obtain permits
and licenses, the results of audits and assessments, the failure to obtain certain bank and lease consents, the existence and resolution of title defects,
new taxes and impact fees, delays, costs and difficulties relating to our joint ventures, actions by joint venture parties, results of exploration
activities, the availability, market conditions and completion of land acquisitions and dispositions, costs of oilfield services, completion and
connection of wells and other factors detailed in this prospectus and in our filings with the Securities and Exchange Commission ("SEC").

We have based our forward-looking statements on our management's 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" and in other sections of this prospectus and described under "Risk Factors" and elsewhere in the documents that we
incorporate by reference into this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2016, Quarterly Report
on Form 10-Q for the quarter ended March 31, 2017, and in our other reports filed with the SEC, and all other documents incorporated by
reference into this prospectus. 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, except as required by
law, we undertake no duty to update or revise any forward-looking statement.

S-iv
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Index to Financial Statements
SUMMARY

This summary highlights selected information about us but does not contain all the information that may be important to you. This
prospectus supplement includes specific terms of the offering and information about our business and financial data. You should read
carefully this prospectus supplement and the accompanying prospectus, including the matters set forth under the caption "Risk Factors," and
the information incorporated by reference in this prospectus supplement and the accompanying prospectus before making an investment
decision with respect to the notes.

In this prospectus supplement, except under the caption "Description of the Notes" and unless the context indicates otherwise,
references to "Carrizo," the "Company," "we" and "us" refer to Carrizo Oil & Gas, Inc. and its subsidiaries. For more information about
the industry terms used in this prospectus supplement, please read "Glossary of Certain Industry Terms" in our Annual Report on Form 10-K
for the year ended December 31, 2016.

Our Company

Carrizo Oil & Gas, Inc. is a Houston-based energy company which, together with its subsidiaries, is actively engaged in the exploration,
development, and production of oil, NGLs, and gas primarily from resource plays located in the United States. Our current operations are
principally focused in proven, producing oil and gas plays primarily in the Eagle Ford Shale in South Texas, the Delaware Basin in West
Texas, the Niobrara Formation in Colorado, the Utica Shale in Ohio, and the Marcellus Shale in Pennsylvania.

Our Business Strategy

Our objective is to increase value through the execution of a business strategy focused on growth through the drill-bit complemented by
opportunistic acquisitions of oil and gas properties, while maintaining a sound financial position. Key elements of our business strategy
include:

· Utilize our experience as a technical advantage. We believe we have developed a technical advantage from our extensive
experience drilling nearly 900 horizontal wells in various resource plays, including the Eagle Ford, Delaware Basin, Utica, Niobrara,

Marcellus, and previously, the Barnett, which has allowed our management, technical staff and field operations teams to gain
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significant experience in resource plays and create highly efficient drilling and completion operations. We now leverage this
advantage in our existing, as well as any prospective, shale trends.

· Pursue opportunities to expand core positions. We pursue a growth strategy in crude oil plays primarily driven by the attractive
relative economics associated with our core positions. Nearly 100% of our 2017 drilling and completion capital expenditure plan is
directed towards opportunities that we believe are predominantly prospective for crude oil development prior to taking into account

the Pending Acquisition described below. We continue to focus our capital program on resource plays where individual wells tend to
have lower risk, such as our operations in the Eagle Ford and, more recently, the Delaware Basin. Additionally, we continue to take
advantage of opportunities to expand our core positions through leasehold acquisitions.

· Control operating and capital costs. We emphasize efficiencies to lower our costs to find, develop and produce our oil and gas
reserves. This includes concentrating on our core areas, which allows us to optimize drilling and completion techniques as well as

benefit from economies of scale. In addition, as we operate a significant percentage of our properties as well as maintain a minimal
level of drilling commitments in order to hold acreage, the majority of our capital expenditure plan is discretionary, allowing us the
ability to reallocate or adjust the level of our spending in response to changes in market conditions.

S-1
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Index to Financial Statements
· Maintain our financial flexibility. We are committed to preserving our financial flexibility. We have historically funded our capital

program with a combination of cash generated from operations, proceeds from the sale of assets, proceeds from sales of securities,
borrowings under our revolving credit facility and proceeds, payments or carried interest from our joint ventures.

· Manage risk exposure. We seek to limit our financial risks, in part by seeking well-funded partners to ensure that we are able to
move forward on projects in a timely manner. We also attempt to limit our exposure to volatility in commodity prices by actively

hedging our crude oil and natural gas production. Our current long-term strategy is to manage exposure to commodity price volatility
for a portion of our forecasted crude oil and natural gas production to achieve a more predictable level of cash flows to support
current and future capital expenditure plans.

Our Competitive Strengths

We believe we have the following competitive strengths that will support our efforts to successfully execute our business strategy:

· Large inventory of oil-focused drilling locations. We have developed a significant inventory of future oil-focused drilling locations,
primarily in our well-established positions in the Eagle Ford, Delaware Basin, Niobrara, and Utica. As of December 31, 2016, we

owned leases covering approximately 309,200 gross (179,179 net) acres in these areas. Approximately 54% of our estimated proved
reserves at December 31, 2016 were undeveloped.

· Operational control. As of December 31, 2016, we operated approximately 94% of the wells in Eagle Ford in which we held an
interest. We held an average working interest of approximately 85% in these operated wells. Our significant operational control, as

well as our manageable leasehold obligations, provides us with the flexibility to align capital expenditures with cash flow and control
our costs as we transition to an advanced development mode in key plays. As a further result of our operational control, we are
generally able to adjust drilling plans in response to changes in commodity prices.

· Successful drilling history. We follow a disciplined approach to drilling wells by applying proven horizontal drilling and hydraulic
fracturing technology. Additionally, we rely on advanced technologies, such as 3-D seismic and micro-seismic analysis, to better

define geologic risk and enhance the results of our drilling efforts. Our successful drilling program has significantly de-risked our
acreage positions in key resource plays.

· Experienced management and professional workforce. Our management has transitioned our focus to oil by entering new plays and
completed non-core asset sales. We have an experienced staff, both employees and contractors, of oil and gas professionals, including

geophysicists, petrophysicists, geologists, petroleum engineers, production and reservoir engineers and technical support staff. We
believe our experience and expertise, particularly as they relate to successfully identifying and developing resource plays, is a
competitive advantage.

Recent Developments

Pending Acquisition

On June 28, 2017, we and our wholly-owned subsidiary Carrizo (Permian) LLC entered into a purchase and sale agreement (the "ExL
Purchase Agreement") with ExL Petroleum Management, LLC and ExL Petroleum Operating Inc. (together, "ExL") to acquire approximately
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16,488 net acres located in the Delaware Basin in Reeves and Ward Counties, Texas (the "ExL Properties"), for aggregate consideration of
approximately $648.0 million in cash, subject to title adjustments and other customary purchase price adjustments (the "Pending

S-2
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Index to Financial Statements
Acquisition"). We currently expect the Pending Acquisition to close in mid-August 2017, subject to satisfaction of specified closing
conditions. The effective date for the Pending Acquisition is May 1, 2017, and the purchase price will be subject to customary adjustments,
including adjustments for certain net revenue retained by and expenses paid by ExL that are attributable to the ExL Properties on or after such
effective date. We currently expect that these adjustments will increase the purchase price that will be paid at closing. Upon execution of the
ExL Purchase Agreement, we paid $75.0 million as a performance deposit for our obligations under that agreement and a balance of $573.0
million remains payable, subject to adjustments discussed above. The ExL Purchase Agreement contains customary representations,
warranties and covenants and also includes indemnification provisions under which the parties have agreed to indemnify each other against
certain liabilities.

We currently estimate that the ExL Properties may contain over 350 drilling locations in the Wolfcamp A and the Wolfcamp B zones of
the Wolfcamp formation and upside development potential in other zones in the Wolfcamp Formation, the Bone Springs Formation and the
Avalon Formation. A significant portion of the acreage is contiguous. Based on information provided by the seller, we estimate that net
production from the ExL Properties was approximately 4,460 Boe/d (42% oil and 70% liquids) from 8 gross (4.8 net) wells for the month
ended March 31, 2017, but has risen to approximately 8,000 Boe/d (48% oil and 67% liquids) from 11 gross (6.5 net) wells as of June 23,
2017. ExL is the operator with respect to 95% of the acreage associated with the ExL Properties. Following the closing of the Pending
Acquisition, ExL will retain a portion of its current working interest in the leases that make up the ExL Properties. Pursuant to the ExL
Purchase Agreement, we and ExL would enter into an industry standard joint operating agreement appointing us as operator of the ExL
Properties, and under the joint operating agreement, we and ExL would establish an area of mutual interest with respect to the ExL Properties
and the immediately surrounding area.

We have also agreed to pay an additional $50.0 million per year if the average daily closing spot price of a barrel of West Texas
Intermediate crude oil as measured by the U.S. Energy Information Administration (the "EIA WTI average price") is above $50.00 for any the
years of 2018, 2019, 2020 and 2021, with such payments due on January 29, 2019, January 28, 2020, January 28, 2021 and January 28, 2022,
respectively. This payment (the "Contingent ExL Payment") will be zero for the respective year if such EIA WTI average price of a barrel of
oil is below $50.00 for any of such years, and the Contingent ExL Payment is capped at and will not exceed $125.0 million.

We intend to finance the purchase price for the Pending Acquisition that is due at closing, subject to market conditions and other factors,
with net proceeds from this offering, net proceeds from our common stock offering, net proceeds from the preferred stock and warrants
issuance and borrowings under our revolving credit facility. There can be no assurance that we will acquire the ExL Properties on the terms
described herein or at all. The closing of this offering is not conditioned on the consummation of the Pending Acquisition, and the
consummation of the Pending Acquisition is not conditioned upon the successful completion of this offering and other financing transactions.
Please see "Risk Factors--Risks Related to the Pending Acquisition."

This offering is not conditioned upon the completion of the Pending Acquisition, but if the Pending Acquisition is not consummated by
October 28, 2017 (the date that is 122 days after the date of execution of the ExL Purchase Agreement) (the "Special Redemption Trigger
Date") or if the ExL Purchase Agreement is terminated at any time prior to the consummation of the Pending Acquisition, we will be required
to redeem the notes then outstanding in cash at a redemption price equal to the initial offering price, plus accrued and unpaid interest to, but
not including, the date of redemption. Additionally, if we determine it is reasonably likely that the Pending Acquisition will not close on or
prior to the Special Redemption Trigger Date, or the ExL Purchase Agreement will be terminated at any time prior to the consummation of the
Pending Acquisition, we may, at our option, redeem the notes then outstanding in cash at a redemption price equal to the initial offering price,
plus accrued and unpaid interest to, but not including, the date of redemption. See "Description of Notes--Redemption--Special
Redemption."

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Index to Financial Statements
Common Stock Offering

We intend to finance a portion of the purchase price for the Pending Acquisition with the net proceeds from our recently announced
offering of 15,600,000 shares of our common stock pursuant to a registration statement filed with the SEC. We refer to that offering of our
common stock as the "common stock offering." The common stock offering is expected to close on or about July 3, 2017, subject to
customary closing conditions. This offering and the common stock offering are not contingent upon each other. The foregoing description and
any other information regarding the common stock offering are included herein solely for informational purposes. This prospectus supplement
and any related communication shall not be deemed an offer to sell or a solicitation to buy any securities that may be offered in any other
offering.

Preferred Stock and Warrants Issuance

On June 28, 2017, we entered into a purchase agreement with certain funds managed or sub-advised by GSO Capital Partners LP and its
affiliates (collectively, the "GSO Funds") to issue and sell in a private placement (the "preferred stock and warrants issuance") (i) 250,000
shares of 8.875% redeemable preferred stock, par value $0.01 per share (the "preferred stock") and (ii) warrants (the "warrants") for
2,750,000 shares of our common stock, with an exercise price of $16.08 per share, exercisable only on a net share settlement basis for a cash
purchase price equal to $970 per share of preferred stock purchased. We expect to receive net proceeds of approximately $242.5 million from
the preferred stock and warrants issuance (prior to payment of commitment fees and expenses of the issuance) at the preferred stock closing,
subject to certain closing conditions. The net proceeds from the preferred stock and warrants issuance are expected to be used to finance a
portion of the purchase price for the Pending Acquisition that is due at closing. This offering is not contingent on the preferred stock and
warrants issuance although that issuance is contingent upon the completion of this offering, the common stock offering and the Pending
Acquisition. The foregoing description and any other information regarding the preferred stock and warrants issuance are included herein
solely for informational purposes. This prospectus supplement and any related communication shall not be deemed an offer to sell or a
solicitation to buy any securities that may be offered in the preferred stock and warrants issuance. Please see "Preferred Stock and Warrants
Issuance" for additional information regarding the preferred stock and warrants issuance.

Tenth Amendment to Credit Agreement

On June 28, 2017, we entered into a tenth amendment to the credit agreement governing our revolving credit facility to, among other
things, (i) amend the calculation of certain financial covenants to provide that EBITDA will be calculated on an annualized basis commencing
with the fiscal quarter ending September 30, 2017, (ii) amend the restricted payments covenant to, among other things, provide for additional
capacity to pay dividends with respect to, and make redemptions of, our equity interests, including the ability, subject to certain conditions, to
pay dividends on or make redemptions of the preferred stock using proceeds of certain equity issuances or asset sales, (iii) amend the
definition of "Disqualified Capital Stock" to provide, among other things, that the preferred stock does not constitute "Disqualified Capital
Stock" for purposes of the revolving credit facility, (iv) provide that any Additional Consideration (as defined in the revolving credit facility)
payable pursuant to the ExL Purchase Agreement does not constitute Debt (as defined in the revolving credit facility) for purposes of the
revolving credit facility until such time as the amount of such obligation is determined, and (v) amend certain other covenants, in each case as
set forth therein.

Updated Guidance

Based primarily on continued strong performance from our Eagle Ford Shale assets, we expect second quarter production to exceed the
high-end of our previously-provided guidance range. As a result, we are increasing our crude oil production guidance for the second quarter
of 2017 to 33,600-33,700 Bbls/d from

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31,800-32,200 Bbls/d previously. For natural gas and NGLs, we are adjusting our second quarter guidance range to 71-73 MMcf/d and
4,700-4,800 Bbls/d.

We currently expect the Pending Acquisition to close in mid-August 2017. Based on the level of activity required to manage the near-
term leasehold obligations on the ExL Properties, we currently plan to move one of our Eagle Ford Shale rigs to the Delaware Basin following
the closing of the Pending Acquisition. Based on this timing and development plan, we are increasing our 2017 crude oil production guidance
to 35,700-36,000 Bbls/d from 32,400-32,700 Bbls/d. Using the midpoint of the range, our new crude oil production growth guidance increases
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to 39%. We are also increasing our 2017 total production guidance to 54,933-56,100 Boe/d from 49,533-50,700 Boe/d previously. The
following table highlights our updated 2017 development plan based on a mid-August closing date for the Pending Acquisition, and excludes
any impact from our planned divestiture program.

Updated 2017 Development Plan and Guidance Summary

Guidance
(Pro Forma
for Pending

Previous Guidance
Acquisition)

Operated Drilling Activity

Eagle Ford Shale

91 net wells

75 net wells

Delaware Basin

6 net wells

17 net wells

Operated Completion Activity

Eagle Ford Shale

85 net wells

84 net wells

Delaware Basin

5 net wells

17 net wells

Daily Production Volumes

Crude oil (Bbls/d)
32,400 - 32,700 35,700 - 36,000
NGLs (Bbls/d)

5,300 - 5,500 5,900 - 6,100
Natural gas (Mcf/d)
71,000 - 75,000 80,000 - 84,000
Total (Boe/d)
49,533 - 50,700 54,933 - 56,100
Capitalized Items

Drilling and Completion Capital Expenditure Plan (millions)
$530.0 - $550.0 $620.0 - $640.0

The guidance above supersedes our prior guidance for Carrizo on a stand-alone basis, and such prior guidance should no longer be relied
upon.

We have prepared these estimates in good faith based upon our internal reporting. Such estimated volumes are preliminary and are thus
inherently uncertain and subject to change. There can be no assurance that our final results will not differ from these estimates. Our
production estimates are based on, among other things, historical results, estimated second quarter production, expected operations for the
remainder of 2017 and expected market conditions. There can be no assurance that our production, drilling and completion activity and
expenditure plan will not differ materially from these estimates. Important factors that could cause actual results to differ materially from our
preliminary estimates are set forth under the captions "Risk Factors" and "Forward-Looking Statements."

Consideration of Asset Sales

We have recently begun efforts to sell our assets in the Marcellus and the Utica and also expect to begin efforts in the near term for the
sale of other non-core assets in our portfolio. These sales could take place as early

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as the third and fourth quarter of this year. The Company has targeted aggregate gross proceeds of $300.0 million from its non-core divestiture
program. We believe that such sales would help preserve future financial flexibility that would benefit us in light of the debt and preferred
stock obligations expected to be incurred for the Pending Acquisition. There can be no assurance that we will be able to sell any of these
assets in such time frame on acceptable terms or at all or receive the targeted aggregate gross proceeds.

Corporate Information

Our principal executive offices are located at 500 Dallas Street, Suite 2300, Houston, Texas 77002, and our telephone number at that
location is (713) 328-1000. Information contained on our website, http://www.carrizo.com, is not part of this prospectus.

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The Offering

Issuer
Carrizo Oil & Gas, Inc.

Notes Offered
$250,000,000 aggregate principal amount of 8.25% senior notes due July 15, 2025.

Issue Price
100% of the principal amount of the notes, plus accrued interest, if any, from July 14,
2017.

Maturity Date
The notes will mature on July 15, 2025.

Interest Rate
The notes will bear interest at a rate of 8.25% per year.

Interest Payment Dates
The notes will pay interest semi-annually in arrears on January 15 and July 15 of each
year, beginning on January 15, 2018.

Ranking
The notes will be our senior unsecured obligations. The notes will:

· rank equally with all of our existing and future senior unsecured indebtedness

(including our existing senior notes);

· be effectively subordinated to all of our existing and future secured indebtedness

(including all borrowings under our revolving credit facility) to the extent of the
value of the collateral securing such indebtedness;

· be structurally subordinated to all existing and future indebtedness and other

liabilities of our subsidiaries that do not guarantee the notes (other than indebtedness
and liabilities owed to us); and

· rank senior to any future subordinated indebtedness.

As of March 31, 2017, after giving effect to this offering, the common stock offering

and the preferred stock and warrants issuance and the application of the net proceeds
therefrom, as set forth under "Capitalization," we would have had outstanding:

· approximately $1.5 billion aggregate principal amount of unsecured indebtedness
comprised of the $250.0 million aggregate principal amount of the notes offered
hereby, $600.0 million aggregate principal amount of our 7.5% senior notes due 2020
(our "7.50% senior notes"), $650.0 million aggregate principal amount of our 6.25%

Senior Notes due 2023 (our "6.25% senior notes" and collectively with our 7.50%
senior notes, our "existing senior notes") and $4.4 million aggregate principal amount
of our 4.375% convertible senior notes due 2028 (our "convertible senior notes"), all
of which existing senior notes and convertible senior notes would rank equally with
the notes; and

· approximately $64.5 million of secured indebtedness outstanding under our revolving

credit facility to which the notes would effectively be junior to the extent of the value
of the collateral securing such indebtedness.

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Subsidiary Guarantees
The notes will be unconditionally guaranteed, jointly and severally, by our existing
subsidiaries and by our future subsidiaries that guarantee our revolving credit facility,
our existing senior notes and our convertible senior notes. Each guarantee of the notes
will:
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Document Outline

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