Item 8.01 Other Events.



On May 11, 2020, Callon issued a press release announcing that it has commenced
a private exchange offer (the "Exchange Offer") to certain eligible holders to
exchange its outstanding 6.25% Senior Notes due 2023 (the "2023 Notes"), its
8.25% Senior Notes due 2025 (the "2025 Senior Notes," together with the 2023
Notes, the "Carrizo Notes"), its 6.125% Senior Notes due 2024 (the "2024 Notes")
and its 6.375% Senior Notes due 2026 (the "2026 Notes," together with the 2024
Notes, the "Callon Notes" and, together with the Carrizo Notes, the "Old
Notes"), upon the terms and subject to the conditions set forth in the Company's
Offering Memorandum Confidential Offering Memorandum and Consent Solicitation
Statement, dated May 11, 2020 (the "Offering Memorandum"), to exchange their Old
Notes for up to $300,000,000 aggregate principal amount of newly issued 8.000%
Second Lien Senior Secured Notes due 2025 (the "New Notes"). In conjunction with
the Exchange Offer, the Company is soliciting consents from holders of each
series of Old Notes (the "Consent Solicitations" and such consents, the
"Consents") to certain proposed amendments to the indentures governing each of
the Old Notes (the "Old Notes Indentures"), to eliminate substantially all of
the restrictive covenants and certain of the default provisions contained
therein (the "Proposed Amendments"). The Company must receive Consents from
holders representing a majority of the outstanding principal amount of each
series of Old Notes to adopt the Proposed Amendments with respect to the
applicable Old Notes Indenture.

A copy of the press release announcing the Exchange Offer and the Consent Solicitations is furnished as Exhibit 99.1 hereto and incorporated by reference herein. Additionally, certain information regarding the Company's proved reserves as of March 31, 2020, set forth in the Offering Memorandum, are included on Exhibit 99.2 hereto and incorporated by reference herein.



The information in this Current Report on Form 8-K is for informational purposes
only and is not an offer to purchase, exchange or sell or a solicitation of an
offer to purchase, exchange or sell any securities, nor shall there be any
offer, solicitation, sale or, exchange of any securities in any jurisdiction in
which such offer, solicitation, sale, or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

    Exhibit No.             Exhibit Title or Description

        99.1                  Press Release Announcing Exchange Offer and

Consent Solicitations dated

May 11, 2020.
        99.2                  Information regarding the Company.
        104                 Cover Page Interactive Data File - the cover

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                            within the Inline XBRL document.

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