As filed with the Securities and Exchange Commission on December 20, 2019

Registration No. 333-
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________________

CALLON PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
__________________________
Delaware
 
64-0844345
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
 
 
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas
 
77042
(Address of principal executive offices)
 
(Zip code)
__________________________

CALLON PETROLEUM COMPANY 2018 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
__________________________

Michol L. Ecklund
Senior Vice President, General Counsel and Corporate Secretary
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042
(Name and address of agent for service)

(281) 589-5200
(Telephone number, including area code, of agent for service)
__________________________

With a copy to:

Sean T. Wheeler, P.C.
Lanchi D. Huynh
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
(713) 836-3600
__________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
☒
Accelerated filer
☐
 
 
 
 
 
 
 
 
Non-accelerated filer
☐
Smaller reporting company
☐
 
 
 
 
 
 
 
 
 
 
Emerging growth company
☐
 
 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
__________________________

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered (1)
Proposed Maximum Offering Price Per Share (2)
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock, par value $0.01 per share
5,620,416
$4.38
$24,617,422.08
$3,195.35

(1)
This Registration Statement on Form S-8 (the “Registration Statement”) covers shares of common stock, par value $0.01 per share (“Common Stock”), of Callon Petroleum Company issuable pursuant to future awards under the Callon Petroleum Company 2018 Omnibus Incentive Plan (the “Plan”) and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional securities as may become issuable pursuant to the adjustment provisions of the Plan.
(2)
Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low sales price reported for a share of Common Stock on the New York Stock Exchange on December 13, 2019.
 



EXPLANATORY NOTE

On December 20, 2019 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019 (as amended, the “Merger Agreement”), by and between Callon Petroleum Company, a Delaware corporation (“Callon,” the “Company” or the “Registrant”), and Carrizo Oil & Gas, Inc., a Texas corporation (“Carrizo”), Carrizo merged with and into the Company, with the Company as the surviving corporation (the “Merger”).

This Registration Statement on Form S-8 (this “Registration Statement”) registers an additional 5,620,416 shares of common stock, par value $0.01 per share (“Common Stock”), of Callon, issuable under the Callon Petroleum Company 2018 Omnibus Incentive Plan, which additional shares of Common Stock represent the remaining number of shares of common stock, par value $0.01 per share, of Carrizo that were available for issuance under the 2017 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated effective as of May 16, 2019, immediately prior to the Merger, as appropriately adjusted to reflect such transaction.

Pursuant to an exemption provided by the New York Stock Exchange Listed Company Manual and interpretative guidance thereunder, including Rule 303A.08, shares that are available for grant under a pre-existing shareholder approved plan of an issuer that is acquired in an acquisition or merger may be used (after appropriate adjustment of the number of shares to reflect the transaction) by the listed acquiring company for certain post-transaction grants, either under the pre-existing plan or another plan, provided that (i) the time during which those shares are available is not extended beyond the period when they would have been available under the pre-existing plan, absent the transaction and (ii) such awards are not granted to individuals who were employed by the granting company or its subsidiaries at the time the merger or acquisition was consummated.

Pursuant to General Instruction E to Form S-8, Callon incorporates by reference into this Registration Statement the contents of its registration statement relating to the Plan, including all exhibits filed therewith or incorporated therein by reference, filed on Form S-8 on May 10, 2018 (File No. 333-224829), except as expressly modified herein.


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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will provide all participants in the Plan with the document(s) containing the information required by Part I of this Registration Statement as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents, filed with the Commission by the Company (File No. 001-14039), are incorporated by reference into this Registration Statement, in each case excluding any information “furnished” but not “filed,” unless the Company specifically provides that such “furnished” information is to be incorporated by reference:

(a)
The Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on February 27, 2019;

(b)
The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, filed with the Commission on May 7, 2019, August 7, 2019 and November 5, 2019, respectively;

(c)
The Company’s Current Reports on Form 8-K filed with the Commission on November 14, 2018, January 4, 2019, March 8, 2019, March 15, 2019, April 5, 2019, May 9, 2019, June 13, 2019, June 18, 2019, July 15, 2019, July 19, 2019, November 5, 2019, November 14, 2019, November 18, 2019, December 16, 2019 and December 20, 2019; and

(d)
The description of Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on November 17, 1995 (P), and any amendment or report filed for the purpose of updating such description.

Each document filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

Callon is a Delaware corporation subject to the applicable indemnification provisions of the General Corporation Law of the State of Delaware. Section 145 of the General Corporation Law of the State of Delaware provides generally and in pertinent part that a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Company as a director, officer, employee or agent of another entity) against expenses, judgments, fines, and settlements actually and reasonably

2

incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Company as a director, officer, employee or agent of another entity) against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and or purchase indemnity insurance on behalf of its directors and officers.

Article Eight of Callon’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and Article VIII of Callon’s Amended and Restated Bylaws (the “Bylaws”) provide, in general, that Callon may indemnify its directors, officers, employees and agents (or persons serving at the request of the Company as a director, officer, employee or agent of another entity) to the full extent of Delaware law.

Article IX of the Bylaws provides that Callon shall indemnify, to the full extent that Callon shall have power under applicable law to do so and in a manner permitted by such law, any of its officers or directors (including those persons serving as an officer or director of another entity at Callon’s request) who is party to a suit or other proceeding by reason of his or her position as an officer or director against all, judgements, fines, expenses and amounts paid in settlement actually and reasonably incurred by him or her in connection with such suit or proceeding 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 Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Callon may only indemnify an officer or director who brought the suit or proceeding if its board of directors had previously authorized such suit or proceeding. The rights to indemnification provided by its Bylaws include the right to advancement of expenses, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, to the extent such person undertakes to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expense.

Section 145 further authorizes a corporation to 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 enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. Callon maintains liability insurance policies that indemnify its directors and officers and those of Callon’s subsidiaries against various liabilities, including certain liabilities arising under the Securities Act and the Exchange Act that may be incurred by them in their capacity as such.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation or Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

Callon has entered into separate indemnification agreements with its directors and executive officers, and intend to enter into indemnification agreements with any new directors and executive officers in the future to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Certificate of Incorporation and Bylaws and to provide additional procedural protections.

In addition, pursuant to the Plan, certain directors and officers administering the Plan shall not be liable for anything done or omitted to be done by him or her in connection with the performance of duties under the Plan, except for his or her own willful misconduct or as expressly provided by statute.

The foregoing is only a general summary of certain aspects of Delaware law and the Certificate of Incorporation, Bylaws, indemnification agreements and the Plan dealing with indemnification of directors and officers and does not purport to be complete and is qualified in its entirety by the full text of each of the foregoing.

Item 7.    Exemption from Registration Claimed.

Not applicable.


3

Item 8.    Exhibits.

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated by reference herein. 

Item 9.    Undertakings.

(a)    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:
(i)    to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)    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 (a)(1)(i) and (a)(1)(ii) 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 Exchange Act that are incorporated by reference in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act, 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.

(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

(c)    Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act 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 matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

4

EXHIBIT INDEX
Exhibit Number
 
Description of Exhibit
4.1
 
4.2
 
4.3
 
4.4
 
4.5
 
5.1*
 
23.1*
 
23.2*
 
23.3*
 
23.4*
 
23.5*
 
23.6*
 
23.7*
 
24.1*
 
 
 
*
Filed herewith.


5

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 20th day of December, 2019

 
 
CALLON PETROLEUM COMPANY
 
 
 
 
 
 
 
By:
/s/ Joseph C. Gatto, Jr.
 
Name:
Joseph C. Gatto, Jr.
 
Title:
President, Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below appoints Joseph C. Gatto, Jr., James P. Ulm II and Michol L. Ecklund, and each of them severally, each of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-¬effective amendments) to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on December 20, 2019.

Signature
 
Title
 
 
 
/s/ Joseph C. Gatto, Jr.
 
Director, President, and Chief Executive Officer
Joseph C. Gatto, Jr.
 
(Principal Executive Officer)
 
 
 
/s/ James P. Ulm II
 
Senior Vice President and Chief Financial Officer
James P. Ulm II
 
(Principal Financial Officer)
 
 
 
/s/ Gregory F. Conaway
 
Vice President and Chief Accounting Officer
Gregory F. Conaway
 
(Principal Accounting Officer)
 
 
 
/s/ L. Richard Flury
 
Chairman of the Board
L. Richard Flury
 
 
 
 
 
/s/ Mathew R. Bob
 
Director
Mathew R. Bob
 
 
 
 
 
/s/ Barbara J. Faulkenberry
 
Director
Barbara J. Faulkenberry
 
 
 
 
 
/s/ Michael L. Finch
 
Director
Michael L. Finch
 
 
 
 
 

6

/s/ S.P. Johnson IV
 
Director
S.P. Johnson IV
 
 
 
 
 
/s/ Larry D. McVay
 
Director
Larry D. McVay
 
 
 
 
 
/s/ Anthony J. Nocchiero
 
Director
Anthony J. Nocchiero
 
 
 
 
 
/s/ Frances Aldrich Sevilla-Sacasa
 
Director
Frances Aldrich Sevilla-Sacasa
 
 
 
 
 
/s/ James M. Trimble
 
Director
James M. Trimble
 
 
 
 
 
/s/ Steven A. Webster
 
Director
Steven A. Webster
 
 


7
Exhibit 5.1
KELETTERHEAD.JPG
 
609 Main Street
Houston, TX 77002
United States
+1 713 836 3600
www.kirkland.com
Facsimile:
+1 713 836 3601
December 20, 2019
Callon Petroleum Company
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel to Callon Petroleum Company, a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (as amended or supplemented, the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about the date hereof. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), by the Company of an additional 5,620,416 shares of common stock, par value $0.01 per share, of the Company (the “Shares”), issuable pursuant to future awards under the Callon Petroleum Company 2018 Omnibus Incentive Plan (the “Plan”).
In connection with the registration of the Shares, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Shares pursuant to the Plan, (iii) the Plan and (iv) the Registration Statement and the exhibits thereto.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company.
We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue in the Company’s charter exceeds the number of shares outstanding and the number of shares which the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than issuances in connection with the Plan by at least the number of Shares which may be issued in connection with the Plan, and we have assumed that such condition will remain true at all future times relevant to this opinion.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares have been duly authorized and (i) when the Registration Statement related to the Shares becomes effective under the Securities Act, (ii) when the Shares have been duly issued in accordance with the terms of the Plan, and (iii) upon receipt by the Company of the consideration to be paid therefor, the Shares will be validly issued, fully paid and non-assessable.

Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware, including the


KEFOOTER.JPG

KELETTERHEAD2.JPG applicable provisions of the Delaware constitution and reported judicial decisions interpreting these laws.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the sale of the Shares.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion after the date of effectiveness should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.
This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
Sincerely,

/s/ Kirkland & Ellis LLP




Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 26, 2019 with respect to the consolidated financial statements and internal control over financial reporting of Callon Petroleum Company included in the Annual Report on Form 10-K for the year ended December 31, 2018, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Houston, Texas
December 20, 2019





Exhibit 23.2


Consent of Independent Auditor


The Board of Directors
Callon Petroleum Company:

We consent to the use of our report dated November 14, 2018, with respect to the Cimarex Acquisition Statement of Revenue and Direct Operating Expenses for the year ended December 31, 2017 and the related notes to the financial statement, incorporated herein by reference.

/s/ KPMG LLP

Denver, Colorado
December 20, 2019





Exhibit 23.3

Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-8) and related Prospectus of Callon Petroleum Company for the registration of 5,620,416 shares of its common stock and to the incorporation by reference therein of our reports dated February 28, 2019, with respect to the consolidated financial statements, and the effectiveness of internal control over financial reporting of Carrizo Oil & Gas, Inc., included in its Annual Report (Form 10-K), for the year ended December 31, 2018, both filed with the Securities and Exchange Commission, incorporated by reference in Callon Petroleum Company’s Current Report on Form 8-K dated December 20, 2019.
/s/ Ernst & Young LLP
Houston, Texas
December 20, 2019






Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Callon Petroleum Company:

We consent to the use of our report dated February 27, 2017, with respect to the consolidated statements of operations, shareholders’ equity, and cash flows of Carrizo Oil & Gas, Inc. for the year ended December 31, 2016, and the related notes, incorporated herein by reference in the registration statement.

/s/ KPMG LLP

Houston, Texas
December 20, 2019





Exhibit 23.5
DEMACLETTERHEAD.JPG

December 20, 2019




Callon Petroleum Company
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042

Ladies and Gentlemen:

We hereby consent to the incorporation by reference in the two Registration Statements on Form S-8 of Callon Petroleum Company, each to be filed on or about December 20, 2019, of all references to the name of DeGolyer and MacNaughton, and to the use of our reports for the years ended December 31, 2016, December 31, 2017, and December 31, 2018, in Callon Petroleum Company’s Annual Report on Form 10‑K for the year ended December 31, 2018, filed with the United States Securities and Exchange Commission on February 27, 2019.

Very truly yours,

/s/DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716





Exhibit 23.6
 
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
 
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (the “Registration Statement”) of Callon Petroleum Company, a Delaware corporation, of the information contained in our reserve report that is summarized as of December 31, 2018, in our summary letter dated February 8, 2019, relating to estimates of proved reserves attributable to certain interests of Carrizo Oil & Gas, Inc. as of December 31, 2018.
 
We hereby consent to all references to such report, letter, or this firm in the Registration Statement and each Prospectus to which the Registration Statement relates. We further consent to our being named as an expert in the Registration Statement and each Prospectus to which the Registration Statement relates.
 
/s/ RYDER SCOTT COMPANY, L.P.
 
RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580
 
Houston, Texas
December 20, 2019