Crescent Energy Company (NYSE:CRGY) entered into an agreement to acquire SilverBow Resources, Inc. (NYSE:SBOW) for $2.1 billion on May 15, 2024. Crescent and SilverBow shall mutually agree, one of the following forms of consideration: (A) a combination of 1.866 shares of Crescent?s Class A common stock (the ?Class A Common Stock?) and $15.31 in cash (the ?Mixed Consideration?), (B) $38 in cash, subject to an aggregate cap of $400 million (the ?Cash Election Consideration?) on the total cash consideration payable pursuant to the Cash Election Consideration and the Mixed Consideration, (C) 3.125 shares of Class A Common Stock (such amount, the ?Exchange Ratio,? and such consideration, the ?Stock Election Consideration,? and together with the Mixed Consideration and the Cash Election Consideration, the ?Merger Consideration?), or (D) in the event of a failure to deliver an election prior to the Election Deadline, the Stock Election Consideration.

The agreement contains certain termination rights for both Crescent and SilverBow. If the agreement is terminated by (1) SilverBow (a) in the event of a recommendation change by the Crescent Board or to enter into a definitive agreement with respect to a Superior Proposal, Crescent would be required to pay SilverBow a termination fee equal to $61 million or (b) to enter into a definitive agreement with respect to a Superior Proposal, SilverBow would be required to pay Crescent a termination fee equal to $30.5 million. After close, the Crescent board of directors will increase to 11 members with the addition of 2 directors to be designated by SilverBow. John Goff will continue to serve as Non-Executive Chairman and David Rockecharlie will continue to serve as Chief Executive Officer of the combined company. Crescent will remain headquartered in Houston. Wells Fargo Bank, NA has also provided $2 of committed financing for the transaction. The combine company will retain the name Crescent Energy Company. Crescent Energy will remain headquartered in Huston, Texas.

The transaction has been unanimously approved by the boards of directors of both companies. The transaction is subject to various customary closing conditions, including, among other things, (i) the receipt of certain approvals of the Crescent stockholders and the SilverBow stockholders; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the effectiveness of the registration statement on Form S-4 that Crescent is obligated to file with the U.S. Securities and Exchange Commission (the ?SEC?) in connection with the Crescent Stock Issuance (the ?Registration Statement?); (iv) the authorization for listing of the shares of Class A Common Stock to be issued in the Mergers on The New York Stock Exchange and regulatory agencies. The transaction is expected to close by the end of the third quarter of this year.

Wells Fargo Securities, LLC and Jefferies LLC acted as financial advisor to Crescent. Douglas E. McWilliams and Robert Hughes of Vinson & Elkins LLP acted as legal advisor to Crescent. Richards, Layton & Finger LLP acted as legal advisor and Intrepid Partners, LLC acted as financial advisor to special committee of independent directors of Crescent. Evercore Group L.L.C. and BofA Securities, Inc. acted as financial advisor to SilverBow. Tull R. Florey, Hillary H. Holmes, Stephen T. Olson and Andrew Kaplan of Gibson, Dunn & Crutcher LLP. acted as legal advisor to SilverBow. BofA Securities, Inc. and Evercore Group L.L.C. acted fairness opinion provider to SilverBow Resources. Jefferies LLC acted fairness opinion provider to Crescent Energy. Intrepid Partners, LLC acted fairness opinion provider to Crescent Energy.