Filed by: Carrizo Oil & Gas, Inc.
(Commission File No.:
000-29187-87)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to 14a-12
of the Securities Exchange Act of 1934
Subject Company: Carrizo Oil & Gas, Inc.
The following is a transcript of an investor call held on July 15, 2019 by Callon Petroleum Company (
Callon
) and Carrizo
Oil & Gas, Inc. (
Carrizo
).
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this communication concerning the proposed business combination between Carrizo and Callon, including any statements
regarding the expected timetable for completing the proposed transaction, the results, effects, benefits and synergies of the proposed transaction, future opportunities for the combined company, future financial performance and condition, guidance,
anticipated production and production growth, enhancements to shareholder value, returns on capital, future project development, free cash flow growth and improved free cash flow break-even levels, future supply costs, opportunity to capitalize on
technical advances, improved capital efficiency, future capital allocation and capital expenditures, balanced cash conversion cycles, improved well uptime and incremental well reduction costs, reduction in operating cost structure, benefits from a
larger production base, monetization of water assets and any other statements regarding Carrizos or Callons future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not
historical facts are forward-looking statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words anticipate,
believe, ensure, expect, if, intend, estimate, probable, project, forecasts, predict, outlook, aim,
will, could, should, would, potential, may, might, anticipate, likely plan, positioned, strategy, and
similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those
anticipated, including, but not limited to, failure to obtain the required votes of Carrizos shareholders or Callons stockholders to approve the transaction and related matters; whether any redemption of Carrizos preferred stock
will be necessary or will occur prior to the closing of the transaction; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party terminate the merger agreement or that the closing of the proposed
transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Carrizo and Callon; the effects of the business combination of Carrizo and Callon, including the combined companys future financial
condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies and other benefits in the timeframe expected or at all; changes in capital markets and the ability of the combined company to
finance operations in the manner expected; regulatory approval of the transaction; the effects of commodity price changes; and the risks of oil and gas activities. Expectations regarding business outlook, including changes in revenue, pricing,
capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.