Obligation Carrizo Oil Gas 6.25% ( US144577AH67 ) en USD

Carrizo Oil Gas

100 % ▼

Etats-unis

US144577AH67 ( en USD )

6.25% par an ( paiement semestriel )

14/04/2023 - Obligation échue

Prospectus brochure de l'obligation Carrizo Oil Gas US144577AH67 en USD 6.25%, échue

2 000 USD

650 000 000 USD

144577AH6

CC ( Défaut imminent, avec peu d'espoir de recouvrement )

Caa1 ( Risque élevé )

Carrizo Oil & Gas était une société américaine d'exploration et de production de pétrole et de gaz naturel, opérant principalement dans le bassin permien et l'Eagle Ford Shale, avant son acquisition par Callon Petroleum en 2020.

L'Obligation émise par Carrizo Oil Gas ( Etats-unis ) , en USD, avec le code ISIN US144577AH67, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2023

L'Obligation émise par Carrizo Oil Gas ( Etats-unis ) , en USD, avec le code ISIN US144577AH67, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par Carrizo Oil Gas ( Etats-unis ) , en USD, avec le code ISIN US144577AH67, a été notée CC ( Défaut imminent, avec peu d'espoir de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d887468d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-198459
CALCULATION OF REGISTRATION FEE

Title of Each Class
Maximum Aggregate
Amount of
of Securities to be Offered

Offering Price

Registration Fee(1)
6.25% Senior Notes due 2023

$650,000,000

$75,530

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 28, 2014)
$650,000,000

Carrizo Oil & Gas, Inc.
6.25% Senior Notes due 2023

We are offering $650,000,000 aggregate principal amount of 6.25% senior notes due 2023. We will pay cash interest on the notes at an annual rate
of 6.25%. Interest on the notes is payable on April 15 and October 15 of each year, beginning October 15, 2015. The notes will mature on April 15,
2023.
We may redeem all or a portion of the notes at any time on or after April 15, 2018 at the redemption prices set forth in this prospectus supplement.
Before April 15, 2018, 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 April 15, 2018, we may, at our option, redeem up to 35% of the aggregate principal amount of the notes with the proceeds of
certain equity offerings at the redemption price set forth in this prospectus supplement. See "Description of the Notes -- Optional 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-12 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%

98.50%
http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5
Total

$650,000,000
$
9,750,000
$640,250,000

(1)
Plus accrued interest, if any, from April 28, 2015, if settlement occurs after that date.

We expect that delivery of the notes will be made in book-entry form on or about April 28, 2015.
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 Book-Running Managers

RBC Capital Markets
Wells Fargo Securities

Citigroup
Credit Suisse
BBVA
Capital One Securities

Credit Agricole CIB
Joint Lead Managers

SOCIETE GENERALE

MUFG
Regions Securities LLC
IBERIA Capital Partners L.L.C.

KeyBanc Capital Markets

April 14, 2015
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

Page
Forward Looking Statements
S-iii
Description of the Notes
S-27
Summary
S-1
Certain Material U.S. Federal Income and Estate Tax
Risk Factors
S-12
Considerations
S-87
Use of Proceeds
S-19
Underwriting (Conflicts of Interest)
S-92
Ratio of Earnings to Fixed Charges
S-20
Legal Matters
S-98
Capitalization
S-21
Experts
S-98
Description of Other Indebtedness
S-23
Where You Can Find More Information
S-98

Prospectus

Carrizo Oil & Gas, Inc.

1
Description of Capital Stock

17
Risk Factors

2
Description of Warrants

21
Forward-Looking Statements

6
Selling Shareholders

22
Use of Proceeds

8
Plan of Distribution

23
Ratio of Earnings to Fixed Charges

8
Legal Matters

26
Description of Debt Securities

9
Experts

26
Where You Can Find More Information

26

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.
You should rely only on the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus or in any free writing prospectus made available by us. Neither we nor the underwriters have authorized any other person to
provide you with different information. If anyone provides you with different information, you should not rely on it. 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 is accurate only as of the date on the cover of this prospectus supplement and that
http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5
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 those dates.
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
Table of Contents
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 such documents and/or materials have not 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/or 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/or 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.
We expect that delivery of the notes will be made to investors on or about April 28, 2015, 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.

S-ii
Table of Contents
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 risk,
estimations, plans or predictions for the future, beliefs, 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:

Y our growth strategies;

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

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

Y our estimates and forecasts regarding timing and levels of production;

Y changes in reserves, acreage and working capital requirements;

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

Y anticipated trends in our business;

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

Y the effects of competition on us;

Y our future results of operations;

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

revolving credit facility, our borrowing base, and the result of any borrowing base redetermination;

http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5

Y our planned expenditures, prospects budgeted and capital expenditure plan;

Y future market conditions in the oil and gas industry;

Y our ability to make, integrate and develop acquisitions and realize any expected benefits or effects of completed acquisitions;

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

Y receipt of receivables, drilling carry and proceeds from sales;

Y our ability to complete planned transactions on desirable terms;

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

Y our tender offer and redemption of our 8.625% senior notes;

Y our ability to successfully complete the tender offer for our outstanding 8.625% senior notes; and

Y 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," "objective," "plan," "potential," "predict," "projection," "scheduled," "should," or other similar words. Such
statements involve

S-iii
Table of Contents
risks and uncertainties, including, but not limited to, those relating to the 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,
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, 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,
acquisition risks, availability of equipment and crews, actions by our midstream and other industry partners, weather, availability of financing,
actions by lenders, 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 partners, results of exploration activities, the availability and completion of land acquisitions, 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, 2014, our subsequent
Quarterly Reports on Form 10-Q and current reports on Form 8-K, 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
Table of Contents
SUMMARY
http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5
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, 2014.
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 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 Utica Shale in Ohio, the Niobrara
Formation in Colorado, and the Marcellus Shale in Pennsylvania.
Our Business Strategy
Our objective is to increase value through the execution of a business strategy focused on organic growth through the drillbit. Key
elements of our business strategy include:

Y Grow primarily through drilling. We pursue a manufacturing-style development drilling program. We seek to identify resource plays
through our extensive experience with the help of geological and geophysical analysis of 3-D seismic and other data and then

accumulate sizeable acreage positions in high-quality areas. This provides us with the scale to drive efficiencies through our
operations and improve our margins. Our ability to successfully identify, define and develop resource plays is demonstrated by our
consistent success in rapidly growing oil and gas reserves and production in our oil and gas focused plays.

Y 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,
proceeds, payments or carried interest from our joint ventures and borrowings under our revolving credit facility.

Y 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, the majority of our capital

expenditure plan is discretionary allowing us the ability to reduce or reallocate our spending in response to changes in market
conditions. For example, we have reduced our 2015 capital expenditure plan by approximately 42% from our 2014 capital
expenditures (excluding prior acquisitions), which reflects our strategy of maintaining financial flexibility in a low commodity price
environment.

S-1
Table of Contents
Y 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 reductions in commodity prices by actively

hedging production of both crude oil and natural gas. Our current long-term strategy is to manage exposure for a substantial, but
varying, portion of forecasted production up to 36 months.

Y Pursue growth in crude oil plays. Since April 2010, we have pursued a growth strategy in crude oil plays driven by the attractive
relative economics associated with this commodity. By focusing on and implementing this strategy, our crude oil production as a
percentage of total production has increased significantly from 3% for the year ended December 31, 2010 to 58% for the year ended
December 31, 2014, which resulted in a significant increase in crude oil revenue as a percentage of total revenues from 10% for the

year ended December 31, 2010 to 86% for the year ended December 31, 2014. Additionally, over 95% of our 2015 drilling and
completion capital expenditure plan is directed towards opportunities that we believe are predominantly prospective for crude oil
development. 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.

Y Utilize our experience as a technical advantage. We believe we have developed a technical advantage from our extensive experience
drilling over 700 horizontal wells in various resource plays, including the Eagle Ford, Utica, Niobrara, Marcellus, and previously, the
Barnett, which has allowed our management, technical staff and field operations teams to gain significant experience in resource
http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5

plays. We now leverage this advantage in our existing as well as prospective shale trends. We plan to focus substantially all of our
capital expenditures in these resource plays, particularly during 2015, in the Eagle Ford where we have acquired, or are acquiring
significant acreage positions and hold a large prospect inventory.
Our Competitive Strengths
We believe we have the following competitive strengths that will support our efforts to successfully execute our business strategy:

Y 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, Niobrara, and Utica. As of December 31, 2014, we owned leases

covering approximately 253,968 gross (144,063 net) acres in these areas. Approximately 57% of our estimated U.S. proved reserves
at December 31, 2014 were undeveloped.

Y 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.

Y Experienced management and professional workforce. Our management has executed multiple joint ventures, 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.

S-2
Table of Contents
Y Operational control. As of December 31, 2014, we operated approximately 90% of the wells in Eagle Ford in which we held an
interest. We held an average interest of approximately 89% in these operated wells. Our significant operational control 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. We are generally able to adjust drilling plans in response to changes in commodity prices.

Y Financial flexibility to fund expansion. We maintain a financial profile that provides operational flexibility, and our capital structure

provides us with the ability to execute our business plan. We believe that we have the ability and financial flexibility to fund the
planned development of our assets through 2015.
Recent Developments
Concurrent Tender Offer for 8.625% Senior Notes
Concurrently with this offering, we are conducting a cash tender offer (the "tender offer") for any or all of our outstanding $600.0
million aggregate principal amount of 8.625% Senior Notes due 2018 (the "8.625% senior notes"), subject to certain conditions. The tender
offer is scheduled to expire at 5:00 p.m., New York City time, on April 23, 2015, subject to our right to extend the tender offer. Assuming all
of the outstanding 8.625% notes are repurchased by us pursuant to the tender offer, the aggregate purchase price for all 8.625% senior notes
would be approximately $627.7 million plus accrued and unpaid interest. We intend to use a portion of the net proceeds from this offering to
fund the purchase price and accrued and unpaid interest payable with respect to all 8.625% senior notes validly tendered and accepted for
payment pursuant to the tender offer and the redemption of any 8.625% senior notes that remain outstanding after completion or termination of
the tender offer.
The tender offer is subject to a number of conditions that may be waived or changed. This offering is not conditioned on the closing of
the tender offer, and we cannot assure you that we will repurchase the 8.625% senior notes on the terms we describe in this prospectus
supplement or at all. Pursuant to our notice of redemption (described below), subject to certain conditions, we are obligated to undertake the
redemption of our 8.625% senior notes that remain outstanding after completion or termination of the tender offer.
Concurrent Redemption of 8.625% Senior Notes
On April 14, 2015, we sent a notice of redemption to the trustee for our 8.625% senior notes to conditionally call for redemption on May
14, 2015 all of the 8.625% senior notes then outstanding, conditioned upon and subject to receipt of net proceeds from one or more offerings of
senior unsecured notes (including this offering) that, when added to the net proceeds from the common stock offering will be sufficient to
fund the repayment of all 8.625% senior notes accepted for payment pursuant to the tender offer and the redemption of any 8.625% senior
notes that remain outstanding after completion of the tender offer. In the event that such conditions have not been satisfied as of May 14, 2015,
http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5
we may extend the redemption date one or more times to a date not later than June 13, 2015. Such redemption will apply to the 8.625% senior
notes that have not been repurchased by us pursuant to the tender offer. Assuming none of the outstanding 8.625% notes are repurchased by us
pursuant to the tender offer, the aggregate redemption price for all 8.625% senior notes would be approximately $625.9 million plus accrued
and unpaid interest. We instructed the trustee to provide notice of such redemption to the holders of the 8.625% senior notes on April 14, 2015
in accordance with the terms of the indenture governing such 8.625% senior notes.

S-3
Table of Contents
The redemption of the 8.625% senior notes is subject to a number of conditions that may be waived or changed. This offering is not
conditioned on the closing of the redemption of the 8.625% senior notes, and we cannot assure you that we will redeem the 8.625% senior
notes on the terms we describe in this prospectus supplement or at all. The statements of intent in this prospectus supplement with respect to
the redemption of the 8.625% senior notes do not constitute a notice of redemption under the agreements governing these notes.
March 2015 Common Stock Offering
On March 20, 2015, we completed an offering of 5,175,000 shares of our common stock, generating net proceeds of $231.6 million after
deducting underwriting discounts and commissions. We refer to that offering of our common stock as the "common stock offering." The net
proceeds from the common stock offering were used to repay a portion of the borrowings under our revolving credit facility.
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.

S-4
Table of Contents
The Offering

Issuer
Carrizo Oil & Gas, Inc.

Notes Offered
$650,000,000 aggregate principal amount of 6.25% senior notes due April 15, 2023.

Issue Price
100% of the principal amount of the notes, plus accrued interest, if any, from April 28,
2015.

Maturity Date
The notes will mature on April 15, 2023.

Interest Rate
The notes will bear interest at a rate of 6.25% per year.

Interest Payment Dates
The notes will pay interest semi-annually in arrears on April 15 and October 15 of each
year, beginning on October 15, 2015.

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 December 31, 2014, after giving effect to this offering and the common stock
http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5
offering and the application of the net proceeds therefrom, and assuming the repurchase

of $600.0 million aggregate principal amount of our 8.625% senior notes pursuant to the
tender offer, as set forth under "Capitalization," we would have had outstanding:

· approximately $1,254.4 million aggregate principal amount of unsecured
indebtedness comprised of the $650.0 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" and collectively with our 8.625% 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

· no secured indebtedness outstanding under our revolving credit facility;

S-5
Table of Contents
· $150.0 million in deferred purchase payment obligation associated with our

acquisition of approximately 6,820 net acres in the Eagle Ford, which obligation was
paid on February 13, 2015 with borrowings under our revolving credit facility.

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:

· be a general unsecured obligation of the subsidiary guarantor;

· rank equally in right of payment with all existing and future senior indebtedness of

that subsidiary guarantor and with all senior guarantee obligations of that subsidiary
guarantor;

· be effectively junior to any secured indebtedness of that subsidiary guarantor

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

· rank senior in right of payment to any future subordinated indebtedness of that

subsidiary guarantor; and

· be structurally subordinated to all future liabilities of any subsidiary of that subsidiary

guarantor that does not guarantee the notes.

As of December 31, 2014, after giving effect to this offering and the common stock
offering and the application of the net proceeds therefrom, and assuming the repurchase
of $600.0 million aggregate principal amount of our 8.625% senior notes pursuant to the

tender offer, as set forth under "Capitalization," and without including guarantees of
indebtedness evidenced by the notes, the subsidiary guarantors would have had no
secured indebtedness outstanding and no unsecured indebtedness outstanding other than
guarantees of our existing senior notes and of our convertible senior notes.

The aggregate assets and revenues as of and for the year ended December 31, 2014
attributable to all our subsidiaries that are not providing guarantees of the notes
constituted less than 5% of our consolidated assets and revenues as of and for the period

ended on that date. As of December 31, 2014, our non-guarantor subsidiaries had no
outstanding indebtedness. Please see footnote 14 to our consolidated financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2014.

Redemption of the Notes at Our Option
Before April 15, 2018, we may, at our option, redeem all or a portion of the notes at
100% of the principal amount plus a make-

http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5
S-6
Table of Contents
whole premium and accrued and unpaid interest, if any. We may redeem all or a portion
of the notes at any time on or after April 15, 2018 at the redemption prices set forth in
this prospectus supplement, plus accrued and unpaid interest, if any. In addition, prior to

April 15, 2018, we may, at our option, redeem up to 35% of the aggregate principal
amount of the notes with the proceeds of certain equity offerings at the redemption
prices set forth in this prospectus supplement, plus accrued and unpaid interest, if any.
See "Description of the Notes -- Optional Redemption."

Change of Control
Upon a change of control, holders of the notes will have the right to require us to make
an offer to purchase each holder's notes at a price in cash equal to 101% of the principal
amount of the notes to be repurchased, plus any accrued and unpaid interest, if any. See
"Description of the Notes -- Repurchase at the Option of Holders -- Change of
Control."

Certain Covenants
The indenture governing the notes contains covenants that, among other things, limit our
ability and the ability of our restricted subsidiaries to:

· incur or guarantee additional indebtedness or issue preferred stock;

· make investments or certain other restricted payments;

· pay dividends or distributions on our capital stock or purchase or redeem our

subordinated indebtedness;

· sell assets;

· create restrictions on the ability of our restricted subsidiaries to pay dividends or

make other payments to us;

· create certain liens;

· sell all or substantially all of our assets or merge or consolidate with or into other

companies;

· enter into transactions with affiliates; and

· create unrestricted subsidiaries.

During any period that the notes have investment grade ratings from both Moody's
Investors Service, Inc. and Standard and Poor's Ratings Services and no default has
occurred and is continuing, the foregoing covenants will cease to be in effect with the
exception of covenants that contain limitations on liens and certain consolidations,

mergers and transfers of assets, and we will not be able to designate any of our
subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of
important exceptions and limitations, which are described under "Description of the
Notes -- Certain Covenants."

S-7
Table of Contents
Use of Proceeds
We expect the net proceeds from this offering to be approximately $639.8 million, after
deducting the underwriters' discounts and commissions and estimated offering expenses
payable by us. We intend to use a portion of the net proceeds from this offering to fund
the repurchase or redemption, as applicable, of all of the 8.625% senior notes. In the
event the net proceeds from this offering exceed the funds necessary to repurchase the
8.625% senior notes pursuant to the tender offer, we intend to use such excess net
http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

424B5
proceeds from this offering temporarily to repay borrowings outstanding under our
revolving credit facility. Any proceeds not used as described will be used for general
corporate purposes. Please see "Use of Proceeds."

As described under "Use of Proceeds," affiliates of certain of the underwriters are
holders of our 8.625% senior notes which may be purchased pursuant to the concurrent
tender offer or redemption and, as a result, may receive a portion of the net proceeds
from this offering in connection with the use of proceeds described in "Summary--
Recent Developments-- Concurrent Tender Offer " and "Summary-- Recent
Developments-- Redemption of 8.625% senior notes due 2018." Affiliates of several of
the underwriters are lenders under our revolving credit facility and, as a result, will
receive a portion of the net proceeds from this offering. See also "Underwriting
(Conflicts of Interest)."

Global Notes
The notes will be evidenced by one or more global notes deposited with the trustee as
custodian for The Depository Trust Company ("DTC"). The global notes will be
registered in the name of Cede & Co., as DTC's nominee.

Certain Material U.S. Federal Income and Estate Tax You should consult your tax advisor with respect to the U.S. federal income and estate
Considerations
tax consequences of owning the notes in light of your own particular situation and with
respect to any tax consequences arising under the laws of any state, local, foreign or
other taxing jurisdiction. See "Certain Material U.S. Federal Income and Estate Tax
Considerations."

Risk Factors
You should consider carefully the risks described under "Risk Factors" beginning on
page S-12 of this prospectus supplement and in our other filings with the SEC before
making an investment decision with respect to the notes.

No Listing of the Notes
We do not intend to apply to list the notes on any securities exchange or include them in
any automated quotation system. There is currently no public market for the notes
offered hereby, and we cannot assure you that one will develop.

S-8
Table of Contents
Summary Historical Consolidated Financial Data
The summary historical consolidated financial data set forth below as of and for each of the three years ended December 31, 2014, 2013
and 2012 have been derived from our audited consolidated financial statements incorporated by reference herein. The summary consolidated
financial data are qualified in their entirety by and should be read in conjunction with our consolidated financial statements and related notes
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K
for the year ended December 31, 2014, which is incorporated by reference into this prospectus supplement. Historical results are not
necessarily indicative of results that may be expected for any future period.

Year Ended December 31,

2014

2013

2012

(In thousands, except per share

amounts)

Statements of Income from Continuing Operations Data:

Revenues

Crude oil
$610,483
$421,311 $286,119
Natural gas liquids

25,050 15,530 10,631
Natural gas

74,654 83,341 71,430

Total revenues
710,187
520,182 368,180

Costs and expenses

Lease operating

74,157 46,828 31,471
Production taxes

29,544 19,811 13,542
Ad valorem taxes

8,450
8,701
9,813
Depreciation, depletion and amortization
317,383
214,291 165,993
General and administrative

77,029 77,492 48,708
(Gain) loss on derivatives, net
(201,907)

18,417 (31,371)
http://www.sec.gov/Archives/edgar/data/1040593/000119312515131690/d887468d424b5.htm[4/16/2015 9:40:51 AM]

Document Outline

#1">
- #1">