Crescent Energy Company (NYSE: CRGY) (“Crescent” or the
“Company”), today announced it received overwhelming stockholder
approval for the issuance of Crescent Class A common stock in
connection with its proposed merger (the “Merger”) with SilverBow
Resources Inc. (NYSE: SBOW) (“SilverBow”) at a special meeting of
stockholders today. The Merger is expected to close on July 30,
2024.
“This decisive vote underscores strong support for the
complementary transaction, which creates one of the largest
operators in the Eagle Ford with high-quality and long-life assets,
an attractive, returns-driven financial framework and strong
balance sheet, led by a management team and Board with significant
operating and investing expertise,” commented David Rockecharlie,
Chief Executive Officer and member of the Board of Directors of
Crescent.
Based on the preliminary vote count from today’s special
meeting, approximately 99.94% of the Crescent common stock voted
were in favor of the Merger, resulting in approximately 87.94% of
the outstanding Crescent common stock voting in favor of the
Merger. Crescent will file the final vote results for its special
meeting on a Form 8-K with the U.S. Securities and Exchange
Commission.
About Crescent Energy
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.
No Offer or Solicitation
This communication relates to the proposed business combination
transaction (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 definitive joint proxy
statement of Crescent and SilverBow and a prospectus of Crescent
(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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240729106517/en/
Crescent Energy Investor Relations Contacts
IR@crescentenergyco.com
Crescent Energy Media Contacts
Media@crescentenergyco.com
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