Crescent Energy And SilverBow Resources Announce Preliminary Results For Election; Estimated That ~$358,091,936 In Cash Will Be Paid To Holders Of SilverBow Common Stock As Part Of The Merger Consideration

Author: Benzinga Newsdesk | July 25, 2024 08:39am

Crescent Energy Company (NYSE:CRGY) ("Crescent") and SilverBow Resources, Inc. (NYSE:SBOW) ("SilverBow") jointly announced today the preliminary results of the elections made by holders of SilverBow common stock regarding the form of merger consideration to be received in connection with Crescent's pending acquisition of SilverBow (the "Transaction").

As further described in (a) the Agreement and Plan of Merger, dated as of May 15, 2024, by and among SilverBow, Crescent and the other parties thereto (the "Merger Agreement"), (b) 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 (c) 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 (the "Stock Election Consideration"), (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 (the "Mixed Election Consideration"), or (iii) $38.00 in cash without interest (and subject to any withholding taxes required by applicable law) (the "Cash Election Consideration"), subject to an aggregate cap of $400,000,000 on the total cash consideration payable for SilverBow common stock.

Based on available information as of the election deadline of 5:00 p.m. Central Time on July 24, 2024, the preliminary merger consideration election results are as follows:

• Holders of approximately 44.95% of the outstanding shares of SilverBow common stock, or 11,479,832 shares, elected to receive the Stock Election Consideration. Pursuant to the terms of the Merger Agreement, this amount includes holders of SilverBow common stock who failed to properly make an election prior to the election deadline and are deemed to have elected to receive the Stock Election Consideration.
• Holders of approximately 30.40% of the outstanding shares of SilverBow common stock, or 7,764,646 shares, elected to receive the Mixed Election Consideration.
• Holders of approximately 24.65% of the outstanding shares of SilverBow common stock, or 6,295,137 shares, elected to receive the Cash Election Consideration.

As a result of these elections, it is estimated that approximately $358,091,936 in cash will be paid to holders of SilverBow common stock as part of the merger consideration (excluding the cash consideration payable in connection with the cancellation and conversion of the Company RSU Awards, Company PSU Awards and Company Options (each as defined in the Merger Agreement)), which is below the maximum total cash consideration payable for SilverBow common stock of $400,000,000 as set forth in the Merger Agreement.

Posted In: CRGY SBOW