Crescent Energy Company (NYSE: CRGY) (“Crescent”) and SilverBow
Resources, Inc. (NYSE: SBOW) (“SilverBow”) jointly announced today
that, in connection with Crescent’s pending acquisition of
SilverBow (the “Transaction”), the deadline for holders of
SilverBow’s common stock to elect the form of merger consideration
they wish to receive in the Transaction, as described in more
detail below, has been set for 5:00 p.m. Central Time on July 24,
2024 (such deadline, as it may be extended, the “Election
Deadline”). The Election Deadline is based on Crescent’s and
SilverBow’s expectation that the Transaction will close on July 30,
2024, subject to the approval of stockholders of each of Crescent
and SilverBow, and satisfaction of other customary closing
conditions.
SilverBow stockholders of record wishing to make an election as
to the form of consideration they wish to receive must deliver a
properly completed and executed election form (the “Election
Form”), together with all required documents and materials, to
Equiniti Trust Company, LLC (the “Exchange Agent”) by the Election
Deadline. An election will be valid only if a properly completed
and signed Election Form, together with all required documents and
materials set forth in the Election Form and the instructions
thereto, is received by the Exchange Agent by the Election
Deadline.
SilverBow stockholders who hold shares through a bank, broker or
other nominee will receive the Election Form through their bank,
broker, or other nominee. Such shareholders who hold shares through
a bank, broker or other nominee may be subject to an earlier
election deadline and must carefully review and properly complete
any election materials they received from their bank, broker or
other nominee regarding how to make an election.
As further described in (i) the Agreement and Plan of Merger,
dated as of May 15, 2024, by and among SilverBow, Crescent and the
other parties thereto, (ii) the definitive joint proxy statement of
Crescent and SilverBow and a prospectus of Crescent (the “Proxy
Statement/Prospectus”), included in the registration statement on
Form S-4 filed by Crescent with Securities and Exchange Commission,
which was declared effective on June 27, 2024 (the “Registration
Statement”) and (iii) the Election Form and accompanying election
materials, each share of SilverBow common stock outstanding
immediately prior to the Initial Merger Effective Time (as defined
in the Merger Agreement) will, at the election of the holder of
such share of SilverBow common stock, be converted into the right
to receive (i) 3.125 shares of Crescent Class A common stock, (ii)
$15.31 in cash without interest (and subject to any withholding
taxes required by applicable law) and 1.866 shares of Crescent
Class A common stock, or (iii) $38.00 in cash without interest (and
subject to any withholding taxes required by applicable law),
subject to an aggregate cap of $400,000,000 on the total cash
consideration payable for SilverBow common stock.
SilverBow stockholders who do not return a properly completed
Election Form, together with all required documents and materials
set forth in the Election Form and the instructions thereto, to the
Exchange Agent by the Election Deadline will be deemed to have
elected to have each of their shares of SilverBow common stock
converted into the right to receive 3.125 shares of Crescent Class
A common stock.
SilverBow stockholders of record that wish to request an
Election Form and accompanying materials should contact the
Exchange Agent at (877) 248-6417 (toll free) or (718) 921-8317.
SilverBow stockholders who hold shares through a bank, broker or
other nominee should contact their bank, broker or other nominee if
they do not receive an Election Form through their bank, broker or
other nominee.
SilverBow stockholders with questions regarding the election
materials or election procedures should contact D.F. King and Co.,
Inc. at (212) 269-5550 or toll-free at (800) 967-0271 during the
hours between 9:00 a.m. and 11:00 p.m. Eastern Time, Monday to
Friday, and between 12:00 p.m. and 6:00 p.m. Eastern Time on
Saturday, for further assistance.
SilverBow stockholders should carefully read the Proxy
Statement/Prospectus, the Election Form and all election materials
provided to them before making their elections. The Election
Deadline does not alter the deadline for SilverBow’s stockholders
to vote on the proposals to be presented for approval at
SilverBow’s upcoming special meeting of stockholders.
About Crescent Energy Company
Crescent is a differentiated U.S. energy company committed to
delivering value for shareholders through a disciplined growth
through acquisition strategy and consistent return of capital.
Crescent’s portfolio of low-decline, cash-flow oriented assets
comprises both mid-cycle unconventional and conventional assets
with a long reserve life and deep inventory of high-return
development locations in the Eagle Ford and Uinta basins.
Crescent’s leadership is an experienced team of investment,
financial and industry professionals that combines proven
investment and operating expertise. For more than a decade,
Crescent and its predecessors have executed on a consistent
strategy focused on cash flow, risk management and returns. For
additional information, please visit www.crescentenergyco.com.
About SilverBow Resources
SilverBow Resources, Inc. is a Houston-based energy company
actively engaged in the exploration, development, and production of
oil and gas in the Eagle Ford Shale and Austin Chalk in South
Texas. With over 30 years of history operating in South Texas,
SilverBow possesses a significant understanding of regional
reservoirs which it leverages to assemble high quality drilling
inventory while continuously enhancing its operations to maximize
returns on capital invested. For more information, please visit
www.sbow.com.
No Offer or Solicitation
This communication relates to the Transaction between Crescent
and SilverBow. This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval, in any jurisdiction, pursuant to the Transaction or
otherwise, nor shall there be any sale, issuance, exchange or
transfer of the securities referred to in this document in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Additional Information About the
Transaction
In connection with the Transaction, Crescent filed with the SEC
the “Registration Statement to register the shares of Crescent
Class A common stock to be issued in connection with the
Transaction. The Registration Statement includes the Proxy
Statement/Prospectus. The Proxy Statement/Prospectus was mailed to
the stockholders of each of Crescent and SilverBow on June 28,
2024. Crescent and SilverBow may also file other documents with the
SEC regarding the Transaction. This document is not a substitute
for the Registration Statement and the Proxy Statement/Prospectus
that have been filed with the SEC or any other documents that
Crescent or SilverBow may file with the SEC or mail to stockholders
of Crescent or SilverBow in connection with the Transaction.
INVESTORS AND SECURITY HOLDERS OF CRESCENT AND SILVERBOW ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the Registration Statement and the Proxy
Statement/Prospectus and all other documents filed or that will be
filed with the SEC by Crescent or SilverBow through the website
maintained by the SEC at http://www.sec.gov. Copies of documents
filed with the SEC by Crescent will be made available free of
charge on Crescent’s website at https://ir.crescentenergyco.com, or
by directing a request to Investor Relations, Crescent Energy
Company, 600 Travis Street, Suite 7200, Houston, TX 77002, Tel. No.
(713) 332-7001. Copies of documents filed with the SEC by SilverBow
will be made available free of charge on SilverBow’s website at
https://sbow.com under the “Investor Relations” tab or by directing
a request to Investor Relations, SilverBow Resources, Inc., 920
Memorial City Way, Suite 850, Houston, TX 77024, Tel. No. (281)
874-2700. The information included on, or accessible through,
Crescent’s or SilverBow’s website is not incorporated by reference
into this document.
Forward-Looking Statements and Cautionary Statements
The foregoing contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. All statements, other
than statements of historical fact, included in this communication
that address activities, events or developments that Crescent or
SilverBow expects, believes or anticipates will or may occur in the
future are forward-looking statements. Words such as “estimate,”
“project,” “predict,” “believe,” “expect,” “anticipate,”
“potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,”
“will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,”
“forecast,” “build,” “focus,” “work,” “continue” or the negative of
such terms or other variations thereof and words and terms of
similar substance used in connection with any discussion of future
plans, actions, or events identify forward-looking statements.
However, the absence of these words does not mean that the
statements are not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding
the Transaction and the anticipated timing thereof. There are a
number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements included
in this communication. These include the expected timing and
likelihood of completion of the Transaction, the ability to
successfully integrate the businesses, the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement, the possibility that
stockholders of Crescent may not approve the issuance of new shares
of common stock in the Transaction or that stockholders of
SilverBow may not approve the adoption of the Merger Agreement, the
risk that the parties may not be able to satisfy the conditions to
the Transaction in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due
to the Transaction, the risk that any announcements relating to the
Transaction could have adverse effects on the market price of
Crescent’s common stock or SilverBow common stock, the risk that
the Transaction and its announcement could have an adverse effect
on the ability of Crescent and SilverBow to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers and customers and on their operating results and
businesses generally, the risk the pending Transaction could
distract management of both entities and they will incur
substantial costs, the risk that problems may arise in successfully
integrating the businesses of the companies, which may result in
the combined company not operating as effectively and efficiently
as expected, the risk that the combined company may be unable to
achieve synergies or it may take longer than expected to achieve
those synergies and other important factors that could cause actual
results to differ materially from those projected. All such factors
are difficult to predict and are beyond Crescent’s or SilverBow’s
control, including those detailed in Crescent’s annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K that are available on its website at
https://ir.crescentenergyco.com and on the SEC’s website at
http://www.sec.gov, and those detailed in SilverBow’s annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K that are available on SilverBow’s website at
https://sbow.com and on the SEC’s website at http://www.sec.gov.
All forward-looking statements are based on assumptions that
Crescent or SilverBow believe to be reasonable but that may not
prove to be accurate. Any forward-looking statement speaks only as
of the date on which such statement is made, and Crescent and
SilverBow undertake no obligation to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240717733563/en/
Crescent Energy Investor Relations Contacts
IR@crescentenergyco.com
Crescent Energy Media Contacts
Media@crescentenergyco.com
SilverBow Investor Relations Contacts Jeff Magids Vice
President of Finance & Investor Relations (281) 874-2700, (888)
991-SBOW ir@sbow.com
SilverBow Media Contacts Adam Pollack / Jed Repko Joele
Frank, Wilkinson Brimmer Katcher (212) 355-4449
Crescent Energy (NYSE:CRGY)
過去 株価チャート
から 7 2024 まで 8 2024
Crescent Energy (NYSE:CRGY)
過去 株価チャート
から 8 2023 まで 8 2024