Crescent Energy Company (NYSE: CRGY) ("Crescent" or the
"Company") and SilverBow Resources, Inc. (NYSE: SBOW) ("SilverBow")
today announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act"), in connection with Crescent's pending acquisition of
SilverBow.
The expiration of the waiting period under the HSR Act satisfies
an important condition necessary for the completion of the
transaction.
Meetings of the stockholders of each of Crescent and SilverBow
are scheduled for July 29, 2024 at 10:00 am Central Time for
stockholders of record as of June 28, 2024. The details of each
special meeting, including the terms of the proposed transaction,
have been outlined in the joint proxy statement/prospectus, filed
on June 28, 2024 with the Securities and Exchange Commission (the
"SEC").
The transaction, which would create a leading mid-cap E&P
with a scaled, balanced portfolio of high-quality assets in the
Eagle Ford, is expected to close shortly after receiving approval
from the stockholders of each of Crescent and SilverBow.
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. (NYSE: SBOW) 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, the Company 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 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
a registration statement on Form S-4, which was declared effective
on June 27, 2024 (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 a joint
proxy statement of Crescent and SilverBow and a prospectus of
Crescent (the “definitive joint proxy statement/prospectus). The
definitive joint 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 definitive joint 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 DEFINITIVE JOINT
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 definitive joint 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, pro forma descriptions of the combined company and
its operations, integration and transition plans, synergies,
opportunities and anticipated future performance. 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, including the timing,
receipt and terms and conditions of any required governmental and
regulatory approvals of the Transaction that could reduce
anticipated benefits or cause the parties to abandon 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 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’s 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/20240701876291/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
SilverBow Resources (NYSE:SBOW)
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