SUMMARY

The following summary highlights selected information described in more detail elsewhere in this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus and may not contain all the information that may be important to you. To understand the merger and the matters being voted on by Callon and Carrizo shareholders at their respective special meetings more fully, and to obtain a more complete description of the legal terms of the merger agreement and the agreements related thereto, you should carefully read this entire document, including the annexes and the documents incorporated herein and to which Callon and Carrizo refer you. Each item in this summary includes a page reference directing you to a more complete description of that topic. See “Where You Can Find More Information.”

The Parties (see pages 44 and 45)

Callon Petroleum Company

Callon Petroleum Company has been engaged in the development, acquisition, and production of oil and natural gas properties since 1950. Callon is focused on the acquisition and development of unconventional onshore oil and natural gas reserves in the Permian Basin. The Permian Basin is located in West Texas and southeastern New Mexico and is comprised of three primary sub-basins: the Midland Basin, the Delaware Basin, and the Central Basin Platform. For more than a decade, Callon has been focused on the Midland Basin and entered the Delaware Basin through an acquisition completed in February 2017 and has further expanded its presence in the Delaware Basin through acquisitions in 2018. Shares of Callon’s common stock are traded on the NYSE under the symbol “CPE.” The principal executive offices of Callon are located at 2000 W. Sam Houston Parkway S., Suite 2000, Houston, Texas 77042 and its telephone number is (281) 589-5200.

Carrizo Oil & Gas, Inc.

Carrizo is a Houston-based energy company which, together with its subsidiaries, is actively engaged in the exploration, development, and production of crude oil, natural gas liquids (“NGLs”), and natural gas from resource plays located in the United States. Carrizo’s current operations are principally focused in proven, producing oil and gas plays in the Eagle Ford Shale in South Texas and the Permian Basin in West Texas. Carrizo was incorporated in the State of Texas in 1993. Shares of Carrizo’s common stock are traded on the NASDAQ under the symbol “CRZO.” The principal executive offices of Carrizo are located at 500 Dallas Street, Suite 2300, Houston, Texas 77002 and its telephone number is (713) 328-1000.

The Merger (see page 68)

Upon satisfaction or waiver of the conditions to closing in the merger agreement, at the effective time, Carrizo will merge with and into Callon, Carrizo’s separate corporate existence will cease, and Callon will be the surviving company in the merger. At the effective time, each share of Carrizo common stock issued and outstanding immediately prior to the effective time will be canceled and converted automatically into the right to receive 2.05 shares of Callon common stock with cash paid in lieu of the issuance of any fractional shares of Callon common stock. In addition, Carrizo will take all actions as may be necessary so that at the effective time, each outstanding share of restricted stock, restricted stock unit, Special RSU Award (as defined below), performance share unit award and stock appreciation right in respect of Carrizo common stock will be treated as described in “The Merger—Treatment of Carrizo Equity Awards in the Merger.”

Callon Special Meeting (see page 46)

The Callon special meeting will be held on November 14, 2019 in the Advice & Counsel meeting room of the Hotel ZaZa, 9787 Katy Freeway, Houston, Texas, at 9:00 a.m. Central Time. The Callon special meeting is being held to consider and vote on the following proposals:

The record date for the determination of Callon shareholders entitled to notice of and to vote at the Callon special meeting is the close of business on October 7, 2019. Only Callon shareholders who held Callon common stock of record on the Callon record date are entitled to vote at the Callon special meeting and any adjournments or postponements of the Callon special meeting, so long as such shares remain outstanding on the date of the Callon special meeting. Each issued and outstanding share of Callon common stock entitles its holder of record to one vote on each matter to be considered at the Callon special meeting.

In order for business to be conducted at the Callon special meeting, a quorum must be present. A quorum at the Callon special meeting requires the presence, in person or by proxy, of holders of a majority of the total issued and outstanding shares of Callon common stock entitled to vote at the Callon special meeting. For purposes of determining whether there is a quorum, all shares that are present, including abstentions, will be counted.

Approval of each of the Callon merger proposal and charter amendment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Callon common stock entitled to vote at the Callon special meeting. Accordingly, a Callon shareholder’s abstention from voting, a broker non-vote, or the failure of a Callon shareholder to vote will have the same effect as a vote “against” the Callon merger proposal and charter amendment proposal.

Approval of the share issuance proposal requires the affirmative vote of a majority of votes cast by Callon shareholders entitled to vote on such proposal and present or represented by proxy at the Callon special meeting. Approval of each of the Callon compensation proposal and the Callon adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Callon common stock entitled to vote thereon and present or represented by proxy at the Callon special meeting. Accordingly, a Callon shareholder’s abstention from voting will have the same effect as a vote “against” the share issuance proposal, the Callon compensation proposal, and the Callon adjournment proposal, while a broker non-vote or the failure of a Callon shareholder to vote will have no effect on the outcome of the share issuance proposal, the Callon compensation proposal, and the Callon adjournment proposal.

As of the Callon record date, there were 228,386,100 shares of Callon common stock outstanding. As of the Callon record date, Callon directors and executive officers, as a group, beneficially owned and were entitled to vote 1,138,539 shares of Callon common stock, or approximately 0.5% of the issued and outstanding shares of Callon common stock.

Carrizo Special Meeting (see page 58)

The Carrizo special meeting will be held on November 14, 2019 in the B. Jordan II Ballroom of the C. Baldwin Hotel, 400 Dallas Street, Houston, Texas, at 9:00 a.m. Central Time. The Carrizo special meeting is being held to consider and vote on the following proposals:

The record date for the determination of Carrizo shareholders entitled to notice of and to vote at the Carrizo special meeting is the close of business on October 7, 2019. The Carrizo shareholders of record on the Carrizo record date are the only Carrizo shareholders that are entitled to receive notice of, and to vote at, the Carrizo special meeting and any adjournments or postponements of the Carrizo special meeting, so long as such shares remain outstanding on the date of the Carrizo special meeting. Each outstanding share of Carrizo common stock entitles its holder of record to one vote on each matter to be considered at the Carrizo special meeting.

In order for business to be conducted at the Carrizo special meeting, a quorum must be present. A quorum at the Carrizo special meeting requires the presence of the holders of a majority of shares of Carrizo common stock entitled to vote at the Carrizo special meeting, represented in person or by proxy. Abstentions and broker non-votes will be counted for purposes of determining whether there is a quorum at the Carrizo special meeting. If a quorum is not present or represented, a majority in interest of those present or represented may adjourn the Carrizo special meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Approval of the Carrizo merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Carrizo common stock entitled to vote on the proposal. Accordingly, a Carrizo shareholder’s abstention from voting, a broker non-vote or the failure of a Carrizo shareholder to vote will have the same effect as a vote “against” the Carrizo merger proposal.

Approval of each of the Carrizo compensation proposal and Carrizo adjournment proposal requires the affirmative vote of the holders of a majority of the Carrizo common stock entitled to vote thereon and that voted for or against or expressly abstained with respect to such proposal at the Carrizo special meeting. Accordingly, a

Carrizo shareholder’s abstention from voting will have the same effect as a vote “against” the Carrizo compensation proposal and Carrizo adjournment proposal, while a broker non-vote or the failure of a Carrizo shareholder to vote will have no effect on the outcome of the Carrizo compensation proposal and Carrizo adjournment proposal.

As of the Carrizo record date, there were 92,610,669 shares of Carrizo common stock outstanding. As of the record date, Carrizo directors and executive officers, as a group, beneficially owned and were entitled to vote 4,377,010 shares of Carrizo common stock or approximately 4.7% of the issued and outstanding shares of Carrizo common stock.

Concurrently with the execution of the merger agreement, Callon entered into voting and support agreements (each, a “Support Agreement” and, collectively, the “Support Agreements”) with each director of Carrizo in that director’s capacity as a shareholder, pursuant to which each such individual has agreed, among other matters and upon the terms and subject to the conditions set forth in the Support Agreements, to vote all of their shares of Carrizo common stock (i) in favor of the approval of the merger agreement and (ii) against specified actions that would adversely affect, discourage, or delay the merger, including specified actions that contemplate alternative transactions. Each such individual also granted to Callon an irrevocable proxy to vote such Carrizo common stock as provided above. The form of Support Agreement is attached as Exhibit 10.1 to Callon’s Current Report on Form 8-K filed July 15, 2019. Please see the section entitled “Carrizo Special Meeting—Agreements with Directors.”

Recommendation of the Callon Board and Reasons for the Merger (see page 86)

The Callon board unanimously recommends that the Callon shareholders vote “FOR” the Callon merger proposal, “FOR” the share issuance proposal, “FOR” the charter amendment proposal, “FOR” the Callon compensation proposal, and “FOR” the Callon adjournment proposal.

In the course of reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, including the share issuance, the Callon board considered a number of factors in its deliberations. For a more complete discussion of these factors, please see “The Merger—Recommendation of the Callon Board and Reasons for the Merger.”

Recommendation of the Carrizo Board and Reasons for the Merger (see page 89)

The Carrizo board unanimously recommends that the Carrizo shareholders vote “FOR” the Carrizo merger proposal, “FOR” the Carrizo compensation proposal, and “FOR” the Carrizo adjournment proposal.

In the course of reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger, the Carrizo board considered a number of factors in its deliberations. For a more complete discussion of these factors, please see “The Merger—Recommendation of the Carrizo Board and Reasons for the Merger.”

Opinion of Callon’s Financial Advisor (see page 105 and Annex C)

On July 14, 2019, J.P. Morgan Securities LLC (“J.P. Morgan”) rendered its oral opinion to the Callon board, subsequently confirmed by delivery of a written opinion dated the same date, that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Callon shareholders.

The full text of the written opinion of J.P. Morgan dated July 14, 2019, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Callon shareholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Callon board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the exchange ratio in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of the exchange ratio to the holders of any other class of securities, creditors or other constituencies of Callon or as to the underlying decision by Callon to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any Callon shareholders as to how such shareholder should vote with respect to the proposed merger or any other matter.

For further information, please see “The Merger—Opinion of Callon’s Financial Advisor” and Annex C to this joint proxy statement/prospectus.

Opinions of Carrizo’s Financial Advisors

RBC Capital Markets, LLC (see page 113 and Annex D)

Carrizo retained RBC Capital Markets, LLC (“RBCCM”) to provide its opinion as to the fairness, from a financial point of view, to holders of Carrizo common stock of the exchange ratio provided for pursuant to the terms and subject to the conditions set forth in the merger agreement. RBCCM has delivered a written opinion to the Carrizo board to the effect that, as of July 13, 2019, based on and subject to the assumptions, qualifications, limitations, and other matters set forth therein, the exchange ratio was fair, from a financial point of view, to holders of Carrizo common stock.

RBCCM’s advice (written or oral) and opinion was provided for the benefit, information, and assistance of the Carrizo board (in its capacity as such) in connection with its evaluation of the merger. RBCCM’s opinion did not address the underlying business decision of Carrizo to engage in the merger or the relative merits of the merger compared to any alternative business strategy or transaction that may be available to Carrizo or in which Carrizo might engage. RBCCM’s opinion does not constitute an opinion or recommendation to any holder of Carrizo common stock as to how any such holder should vote or act with respect to the merger or any proposal to be voted upon in connection with the merger or otherwise.

The full text of RBCCM’s written opinion, dated July 13, 2019, is attached to this joint proxy statement/prospectus as Annex D, and constitutes part of this joint proxy statement/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered, and limitations and qualifications of the review undertaken by RBCCM in rendering its opinion.

For a further discussion of RBCCM’s opinion, Carrizo’s relationship with RBCCM, and the terms of RBCCM’s engagement, please see “The Merger—Opinions of Carrizo’s Financial Advisors—RBC Capital Markets, LLC.”

Lazard Frères & Co. (see page 124 and Annex E)

The Carrizo board engaged Lazard Frères & Co. LLC (“Lazard”) to act as its financial advisor in connection with the transactions contemplated by the merger agreement. On July 13, 2019, at a meeting of the Carrizo board, Lazard rendered its oral opinion to the Carrizo board, subsequently confirmed in writing by delivery of Lazard’s

opinion letter dated July 13, 2019, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications, and limitations set forth in Lazard’s written opinion, the exchange ratio was fair, from a financial point of view, to the holders of Carrizo common stock, other than holders of excluded shares (as defined below in “The Merger—Opinions of Carrizo’s Financial Advisors—Opinion of Lazard”).

Lazard’s opinion was provided for the use and benefit of the Carrizo board (in its capacity as such) in its evaluation of the merger, and addressed only the fairness of the exchange ratio, as of the date of the opinion, from a financial point of view, to the holders of Carrizo common stock (other than holders of excluded shares). Lazard’s opinion is not intended to and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the merger or any matter relating thereto. The full text of the written opinion of Lazard dated July 13, 2019, which sets forth the assumptions made, procedures followed, factors considered, and qualifications and limitations on the review undertaken by Lazard, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of Lazard set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Carrizo shareholders are urged to read the opinion letter in its entirety.

For a further discussion of Lazard’s opinion, Carrizo’s relationship with Lazard, and the terms of Lazard’s engagement, see “The Merger—Opinions of Carrizo’s Financial Advisors—Lazard.”

Interests of Certain Callon Directors and Executive Officers in the Merger (see page 133)

In considering the recommendation of the Callon board that Callon shareholders vote to approve the Callon merger proposal, the share issuance proposal, the charter amendment proposal, the Callon compensation proposal, and the Callon adjournment proposal, Callon shareholders should be aware that aside from their interests as shareholders of Callon, Callon’s executive officers have interests in the merger that may be different from, or in addition to, the interests of Callon shareholders generally. The Callon board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger, and in recommending the approval of the Callon shareholder proposals. See “The Merger—Background of the Merger” and “The Merger—Recommendation of the Callon Board and Reasons for the Merger.” Callon shareholders should take these interests into account in deciding whether to vote “FOR” the Callon shareholder proposals. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

Interests of Certain Carrizo Directors and Executive Officers in the Merger (see page 135)

In considering the recommendation of the Carrizo board that Carrizo shareholders vote to approve the Carrizo merger proposal, the Carrizo compensation proposal, and the Carrizo adjournment proposal, Carrizo shareholders should be aware that aside from their interests as shareholders of Carrizo, Carrizo’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Carrizo shareholders generally. The Carrizo board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger and in recommending the approval of the Carrizo merger proposal, the Carrizo compensation proposal, and the Carrizo adjournment proposal. See “The Merger—Background of the Merger” and “The Merger—Recommendation of the Carrizo Board and Reasons for the Merger.” Carrizo shareholders should take these interests into account in deciding whether to vote “FOR” the Carrizo merger proposal and the other proposals. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below. For the purposes of the plans and agreements described herein, to the extent applicable, the completion of the merger will constitute a change of control, change in control, or term of similar meaning.

Board of Directors and Management of Callon Following Completion of the Merger (see page 141)

In connection with the merger, Callon and Carrizo have agreed that three members of the Carrizo board, two chosen by Carrizo (the “Carrizo designees”) and one chosen by Callon (the “Callon designee” and, collectively with the Carrizo designees, the “Director Designees”), will be appointed to the Callon board immediately after the effective time, with the Callon designee being appointed as a Class III director, with a term ending at the 2021 annual meeting of the shareholders of Callon, and the Carrizo designees being appointed as Class I directors, each with a term ending at the 2022 annual meeting of the shareholders of Callon. Callon and Carrizo expect that the Callon designee will be Frances Aldrich Sevilla-Sacasa and the Carrizo designees will be S.P. Johnson IV and Steven A. Webster.

The merger agreement further provides that the executive officers of Callon immediately prior to the effective time will continue in their current positions after the effective time.

Appraisal Rights or Dissenters’ Rights (see page 148)

No appraisal rights or dissenters’ rights will be available with respect to the merger for Callon shareholders or Carrizo shareholders.

Material U.S. Federal Income Tax Consequences of the Merger (see page 142)

Assuming that the merger is completed as currently contemplated, Callon and Carrizo intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligation of Callon to complete the merger is conditioned upon the receipt of an opinion from Kirkland, counsel to Callon, or such other reputable law firm of national standing, reasonably acceptable to Callon (or if any such counsel is unable to deliver such opinion, Baker Botts) to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code based upon facts, representations, assumptions, and exclusions set forth or described in such opinion. The obligation of Carrizo to complete the merger is conditioned upon the receipt of an opinion from Baker Botts, counsel to Carrizo, or such other reputable law firm of national standing, reasonably acceptable to Carrizo (or if any such counsel is unable to deliver such opinion, Kirkland) to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code based upon facts, representations, assumptions, and exclusions set forth or described in such opinion. Provided that the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) of Carrizo common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Carrizo common stock for shares of Callon common stock in the merger (other than gain or loss with respect to any cash received in lieu of a fractional share of Callon common stock). Please see “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the U.S. federal income tax consequences of the merger to U.S. holders of Carrizo common stock.

Accounting Treatment (see page 144)

Callon prepares its financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The merger will be accounted for using the acquisition method of accounting with Callon being considered the acquirer of Carrizo for accounting purposes. This means that Callon will record all assets acquired and liabilities assumed from Carrizo at their acquisition date fair values at the effective date of the merger. Any excess of the consideration transferred over the fair value amounts of the identifiable assets acquired net of liabilities assumed is recorded as goodwill. Any goodwill would be assessed for impairment at least annually and if impairment indicators exist.

Regulatory Approvals (see page 144)

The completion of the merger is subject to antitrust review in the United States. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules promulgated thereunder, the merger cannot be completed until the parties to the merger agreement have given notification and furnished information to the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), and until the applicable waiting period has expired or has been terminated. On August 6, 2019, Callon and Carrizo received early termination of the HSR Act waiting period.

In connection with the share issuance proposal, Callon has filed a registration statement with the SEC under the Exchange Act that must be declared effective by the SEC and pursuant to which the issuance of shares of Callon common stock issuable upon the effective time will be registered with the SEC.

In addition, the completion of the merger is subject to approval for listing of the shares of Callon common stock issuable in the merger on the NYSE, subject to official notice of issuance.

Treatment of Carrizo Equity Awards and Warrants in the Merger (see page 146)

Pursuant to the merger agreement, the following will occur:

Restricted Stock Awards. Each share of Carrizo restricted stock that is outstanding as of immediately prior to the effective time will, as of the effective time, vest and convert into the right to receive the merger consideration, subject to any applicable withholding taxes.

Carrizo Restricted Stock Units. Subject to limited exceptions as described in “The Merger—Treatment of Carrizo Equity Awards in the Merger,” each Carrizo restricted stock unit that is outstanding as of immediately prior to the effective time will, as of the effective time, automatically, without any action on the part of the holder thereof, be cancelled and converted into a vested right to receive a number of shares of Callon common stock that is equal to the product of (a) the number of shares of Carrizo common stock subject to such Carrizo restricted stock unit as of immediately prior to the effective time, multiplied by (b) the exchange ratio, rounded up to the nearest whole share, subject to any applicable withholding taxes.

Carrizo Performance Shares. Each award of Carrizo performance shares that is outstanding as of immediately prior to the effective time will, as of the effective time, automatically be cancelled and converted into a vested right to receive a number of shares of Callon common stock that is equal to the product of (a) the greater of (1) the target number of shares of Carrizo common stock subject to such Carrizo performance share award as of immediately prior to the effective time and (2) the number of shares of Carrizo common stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ends as of the close of the business day prior to the effective time (if such performance is determinable, and as determined by the Carrizo board immediately prior to the effective time), multiplied by (b) the exchange ratio, rounded up to the nearest whole share, subject to any applicable withholding taxes.

Carrizo Stock Appreciation Rights. Each Carrizo stock appreciation right (“Carrizo SAR”) (representing the right to receive a cash payment based on the appreciation in the value of Carrizo common stock between the grant date and the exercise date) that is outstanding as of immediately prior to the effective time will, as of the effective time, automatically, without any action on the part of the holder thereof, be cancelled and converted into and thereafter evidence a stock appreciation right covering shares of Callon common stock (“converted Callon SAR”) with respect to that number of shares of Callon common stock that is equal to the product of (a) the number of shares of Carrizo common stock subject to such Carrizo SAR as of immediately prior to the

effective time, multiplied by (b) the exchange ratio, rounded down to the nearest whole share. The exercise price per share of the converted Callon SAR will be equal to the exercise price per share of the Carrizo SAR divided by the exchange ratio, rounded up to the nearest whole cent. Following the effective time, the converted Callon SAR will be subject to such other terms and conditions as applied to the corresponding Carrizo SAR immediately prior to the effective time, provided that the converted Callon SAR will be vested and exercisable in full and will remain exercisable for its full original term without regard to any continuing service requirement.

For additional information regarding the treatment of Carrizo equity awards, please see “The Merger—Treatment of Carrizo Equity Awards in the Merger.”

Carrizo Warrants. The right of a holder of Carrizo’s warrants outstanding as of the effective time to acquire shares of Carrizo common stock will, in accordance with the applicable warrant agreement, be converted into the right to acquire the number of shares of Callon common stock that such holder would have received if such holder had exercised such warrants immediately prior to the effective time.

Listing of Callon Common Stock; Delisting and Deregistration of Carrizo Common Stock (see page 148)

It is a condition to the consummation of the merger that the shares of Callon common stock issuable to Carrizo shareholders in connection with the merger be approved for listing on the NYSE, subject to official notice of issuance.

Shares of Carrizo common stock currently trade on the NASDAQ under the stock symbol “CRZO.” When the merger is completed, Carrizo will cease to exist and the Carrizo common stock will cease to be traded on the NASDAQ and will be deregistered under the Exchange Act.

No Solicitation of Alternative Proposals (see page 163)

The merger agreement precludes Callon and Carrizo from soliciting, knowingly encouraging (including by way of providing information or taking any other action) or discussing or negotiating with any person with respect to a takeover proposal (as defined herein). However, if prior to the receipt of the requisite Callon shareholder approval or Carrizo shareholder approval, as applicable, Callon or Carrizo receives a bona fide, unsolicited written takeover proposal from any person that did not result from a material breach of the non-solicitation obligations under the merger agreement and that the Callon board or the Carrizo board, as applicable, among other things, determines in good faith (after consultation with its outside financial advisors and outside legal counsel) constitutes or could reasonably be expected to result in a proposal that is a superior proposal (as defined herein), then Callon or Carrizo, as applicable, may furnish non-public information to and enter into discussions with that person and its representatives about such takeover proposal.

For a more detailed discussion on Callon and Carrizo and the ability of their boards of directors to consider other proposals, please see “The Merger Agreement—No Solicitation of Alternative Proposals.”

Conditions to Completion of the Merger (see page 170)

The obligations of Callon and Carrizo to consummate the merger are subject to the fulfillment (or waiver by all parties, to the extent permissible under applicable laws) of the following mutual conditions:

The obligation of Carrizo to effect the merger is also subject to the fulfillment, or waiver by Carrizo, of the following additional conditions:

The obligation of Callon to effect the merger is also subject to the fulfillment, or waiver by Callon, of the following additional conditions:

As further discussed under the section entitled “Risk Factors,” neither Callon nor Carrizo can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (see page 171)

Callon and Carrizo may mutually agree to terminate the merger agreement before consummating the merger, even after approval of the merger by Callon shareholders and Carrizo shareholders has been obtained.

In addition, either Callon or Carrizo may terminate the merger agreement if:

In addition, the merger agreement may be terminated under the following circumstances:

Expenses and Termination Fees Relating to the Termination of the Merger Agreement (see page 172)

If the merger agreement is terminated by Callon due to a change of recommendation by the board of directors of Carrizo with respect to the transactions contemplated by the merger agreement or due to a willful breach by Carrizo of its non-solicitation obligations under the merger agreement, or terminated by Carrizo in order to enter into a definitive agreement with respect to a superior proposal concurrently with or promptly after such termination, then Carrizo shall be required to pay Callon a termination fee of $47.4 million (the “Carrizo termination fee”). In addition, if the merger agreement is terminated by (a) either party due to the failure to obtain the Carrizo shareholder approval, (b) Callon due to a terminable breach by Carrizo, or (c) either party due to the merger having not been consummated by the outside date, then Carrizo shall be required to pay Callon the Carrizo termination fee, if after the date of the merger agreement, a takeover proposal for Carrizo has been publicly announced or has become publicly known and not withdrawn in a timely manner, and Carrizo, among other things, enters into a definitive agreement for a takeover proposal or consummates such transaction within 12 months after termination of the merger agreement. Further, if the merger agreement is terminated by Carrizo due to the merger having not been consummated by the outside date, and at the time of such termination the Carrizo shareholder approval was not yet obtained and Callon would have been permitted to terminate the merger agreement due to a change of recommendation by the board of directors of Carrizo with respect to the transactions contemplated by the merger agreement or due to a willful breach by Carrizo of its non-solicitation obligations under the merger agreement, then Carrizo shall be required to pay Callon the Carrizo termination fee.

If the merger agreement is terminated by Carrizo due to a change of recommendation by the board of directors of Callon with respect to the transactions contemplated by the merger agreement or due to a willful breach by Callon of its non-solicitation obligations under the merger agreement, then Callon shall be required to pay Carrizo a termination fee of $57.0 million (the “Callon termination fee”). In addition, if the merger agreement is terminated by (a) either party due to the failure to obtain the Callon shareholder approval, (b) Carrizo due to a terminable breach by Callon, or (c) either party due to the merger having not been consummated by the outside date, then Callon shall be required to pay Carrizo the Callon termination fee, if after the date of the merger agreement, a takeover proposal for Callon has been publicly announced or has become publicly known and not withdrawn in a timely manner, and Callon, among other things, enters into a definitive agreement for a takeover proposal or consummates such transaction within 12 months after termination of the merger agreement. Further, if the merger agreement is terminated by Callon due to the merger having not been consummated by the outside date, and at the time of such termination the Callon shareholder approval was not yet obtained and Carrizo would have been permitted to terminate the merger agreement due to a change of recommendation by the board of directors of Callon with respect to the transactions contemplated by the merger agreement or due to a willful breach by Callon of its non-solicitation obligations under the merger agreement, then Callon shall be required to pay Carrizo the Callon termination fee.

In no event will either party be required to pay the termination fee on more than one occasion.

In addition, unless otherwise entitled to a termination fee, either Callon or Carrizo will be obligated to reimburse the other party up to $7.5 million for costs, fees, and expenses incurred by the other party in connection with a termination under certain circumstances related to the failure to obtain Carrizo shareholder approval or Callon shareholder approval, as applicable.

In no event will either party be required to pay an expense reimbursement fee on more than one occasion. If either party pays a termination fee, then such party will not be required to also pay an expense reimbursement fee. Further, any payment of an expense reimbursement fee may be deducted from any subsequent payment of a termination fee.

Specific Performance (see page 173)

In addition to any other remedy that may be available to each party, including monetary damages, prior to the valid termination of the merger agreement, each of the parties will be entitled to an injunction or injunctions to prevent breaches of the merger agreement and to specifically enforce the terms and provisions of the merger agreement.

Completion of the Merger (see page 151)

The merger is expected to be completed in the fourth quarter of 2019. However, neither Callon nor Carrizo can predict the actual date on which the merger will be completed, nor can the parties ensure that the merger will be completed, because completion is subject to conditions beyond each party’s control.

Comparison of Rights of Callon Shareholders and Carrizo Shareholders (see page 187)

Carrizo shareholders receiving Callon common stock in connection with the merger will have different rights once they become shareholders of Callon due to differences between laws of the State of Texas and the State of Delaware and the governing corporate documents of Callon and Carrizo. These differences are described in more detail in “Comparison of Shareholder Rights.”

Litigation Related to the Merger (See page 148)

Following the public announcement of the merger, five purported shareholders of Carrizo filed five individual complaints against Carrizo and the directors of Carrizo and three purported shareholders of Carrizo filed three putative federal class action complaints on behalf of themselves and all owners of Carrizo common stock (other than defendants and related or affiliated persons) against Carrizo and the directors of Carrizo. These complaints allege that, among other things, the preliminary joint proxy statement/prospectus, filed with the SEC on August 20, 2019, omits material information with respect to the merger, rendering it false and misleading and thus that Carrizo and the directors of Carrizo violated Section 14(a) of the Exchange Act as well as Rule 14a-9 under the Exchange Act. Another purported shareholder of Carrizo filed an individual complaint against Carrizo, Callon, and the directors of Carrizo and two purported shareholders of Carrizo filed two putative federal class action complaints on behalf of themselves and all owners of Carrizo common stock (other than defendants and related or affiliated persons) against Carrizo, Callon, and the directors of Carrizo. These complaints contain allegations that, among other things, the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, fails to disclose certain allegedly material information in violation of federal securities laws. The complaints seek injunctive relief enjoining the merger, damages, and costs, among other remedies. The defendants believe that these complaints are without merit and intend to vigorously defend them.

Risk Factors (see page 34)

Before voting at the Carrizo special meeting or the Callon special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the specific factors under the heading “Risk Factors.”