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stock as of the closing date and warrants to
purchase Pinnacle common stock. The CSFB parties currently have
greater than 50% of the voting power of the Pinnacle capital stock
through their ownership of Pinnacle common and preferred stock.
Our Chairman, Steven A. Webster, is also Chairman of Global Energy
Partners, Ltd., an affiliate of CSFB.
In February 2004, the CSFB parties contributed
additional funds of $11.8 million to continue funding the 2004 development
program of Pinnacle. Assuming that we and RMG exercise our Pinnacle
options, the CSFB parties' ownership interest in Pinnacle would
be 54.6%, and we and RMG each would own 22.7%, on a fully diluted
basis. On the other hand, assuming we and RMG each elect not to
exercise our Pinnacle options, our interest, on a fully diluted
basis, would each decline to 16.7%, and, concurrently, CSFB parties'
ownership interest would increase to 66.7%. Our options are exercisable
as long as we own Pinnacle common stock, but the exercise price
increases by 15% every year.
Immediately following its formation, Pinnacle
acquired an approximate 50% working interest in existing leases
and approximately 36,529 gross acres prospective for coalbed methane
development in the Powder River Basin of Wyoming from an unaffiliated
party for $6.2 million. At the time of the Pinnacle transaction,
these wells were producing at a combined gross rate of approximately
2.5 MMcfd, or an estimated 1 MMcfd net to Pinnacle. At the end of
2004 Pinnacle's production was approximately 13 MMcfe/d gross (5.6
MMcfe/d net). In June 2004, Pinnacle fulfilled, $14.5 million funding
commitment for future drilling and development costs on these properties
on behalf of the third party prior to December 31, 2005. The drilling
and development work will be done under the terms of an earn-in
joint venture agreement between Pinnacle and Gastar. As of December
31, 2004, Pinnacle owned interests in approximately 170,000 gross
acres (79,000 net) in the Powder River Basin.
Historically, the business operations and development
program of Pinnacle has not required us to provide any further capital
infusion. In March 2005, Pinnacle acquired additional undeveloped
acreage with an undisclosed company which would also significantly
increase Pinnacle's development program budget in 2005. Accordingly,
CCBM and the other Pinnacle shareholders have the option to participate
in the equity contribution into Pinnacle needed to finance the acquisition
and the related development program in 2005. Should we elect to
maintain our proportionate ownership interest in Pinnacle, we estimate
that we would be required to contribute $2.5 million. If CCBM opts
not to contribute any or all of its share of the equity contribution,
its fully diluted ownership in Pinnacle would be reduced. CCBM plans
to contribute $2.5 million in April 2005, its share of the equity
capital needed to close the acquisition and fund part of the additional
development program. There can be no assurance regarding CCBM's
level of participation in future equity contributions needed, if
any. On March 29, 2005, we elected to participate and contribute
$2.5 million to Pinnacle in exchange for warrants and preferred
stock.
AVAILABLE INFORMATION
Our website address is www.carrizo.cc. We make
our website content available for informational purposes only. It
should not be relied upon for investment purposes, nor is it incorporated
by reference in this Form 10-K. We make available on this website,
through a direct link to Securities and Exchange Commission's website
at www.sec.gov, free of charge, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports as soon as reasonably practicable after
we electronically file those materials.
You may also find information related to our
corporate governance, board committees and company code of ethics
at our website. Among the information you can find there is the
following:
- Audit Committee Charter;
- Compensation Committee Charter;
- Nominating Committee Charter;
- Code of Ethics and Business Conduct; and
- Compliance Employee Report Line.
We intend to satisfy the requirement under
Item 5.05 of Form 8-K to disclose any amendments to our Code of
Ethics and any waiver from a provision of our Code of Ethics by
posting such information in our Corporate Governance section of
our website at www.carrizo.cc.
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