공지 • Jul 30
Crescent Energy Company (NYSE:CRGY) completed the acquisition of SilverBow Resources, Inc. (NYSE:SBOW) from KEF Fund V Investments, LP, managed by Kimmeridge Energy Management Company, LLC and others.
Crescent Energy Company (NYSE:CRGY) entered into an agreement to acquire SilverBow Resources, Inc. (NYSE:SBOW) from KEF Fund V Investments, LP, managed by Kimmeridge Energy Management Company, LLC and others for $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. As of July 18, 2024, proxy advisory firms, Institutional Shareholder Services and Glass Lewis recommend the Crescent shareholders vote “FOR” the approval of the issuance of shares of Crescent Class A common stock in connection with SilverBow Resources. Additionally, Institutional Shareholder Services and Glass Lewis have recommended in separate reports that SilverBow shareholders vote “FOR” the adoption of the merger agreement in respect of the pending merger. Crescent special meeting of stockholders to vote on matters relating to the proposed merger is scheduled to take place on July 29, 2024, at 10:00 a.m. Central Time. On July 29, 2024, SilverBow Resources stockholders voted, with 99% of the votes cast in favor of the proposed transaction, to approve the previously announced acquisition of SilverBow and In a separate special meeting of Crescent stockholders held on July 29, 2024, Crescent stockholders voted, where 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. As of July 29, 2024, the Merger is expected to close on July 30, 2024.
Wells Fargo Securities, LLC and Jefferies LLC acted as financial advisor to Crescent. Douglas E. McWilliams, Jackson O'Maley, Keith Fullenweider, John Lynch, Lina Dimachkieh, David D'Alessandro, Patricia Adams, David Wicklund, Caitlin Turner, Danielle Patterson, Megan Menniti, Matt Dobbins, Hill Wellford, Evan Miller, Sean Becker, Michael Holmes, Rajesh Patel 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.
D.F. King & Co., Inc. acted as proxy solicitor for Crescent and Innisfree M&A Incorporated acted as proxy solicitor for SilverBow. SilverBow will pay Innisfree M&A Incorporated a fee of approximately $50,000 plus a discretionary fee for such consulting, analytic and proxy solicitation services, as well as reasonable and documented out-of-pocket expenses. Crescent will pay D.F. King & Co., Inc. a fee of approximately $15,000, as well as reasonable and documented out-of-pocket expenses. Equiniti Trust Company, LLC acted as transfer agent for Crescent and SilverBow. Crescent has agreed to pay Jefferies a transaction fee of $15.0 million, of which $2.5 million was payable upon delivery of Jefferies’ opinion, and the remainder of which is payable upon the closing of the transaction. The engagement letter between the Crescent Special Committee and Intrepid provides for an opinion fee of $750,000, which was paid to and earned by Intrepid upon delivery of the opinion, regardless of the conclusion reached by Intrepid. The Intrepid engagement letter also provides for a financial advisory fee of $250,000, which was paid to and earned by Intrepid upon execution of the engagement letter. SilverBow has agreed to pay BofA Securities for its services in connection with the mergers an aggregate fee currently estimated to be approximately $16 million, $2 million of which was payable upon delivery of BofA Securities’ opinion and the remainder of which is payable contingent upon the consummation of the mergers. SilverBow has agreed to pay Evercore a fee for its services in the aggregate amount of approximately $16 million, of which (i) $2 million was paid upon delivery of Evercore’s opinion in connection with the merger agreement. Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom LLP represented Jefferies LLC as lead financial advisor to Crescent Energy Company.
Crescent Energy Company (NYSE:CRGY) completed the acquisition of SilverBow Resources, Inc. (NYSE:SBOW) from KEF Fund V Investments, LP, managed by Kimmeridge Energy Management Company, LLC and others on July 30, 2024. Pursuant to the merger agreement, Marc Rowland and Michael Duginski have been appointed to Crescent’s Board of Directors effective as of closing of the acquisition.
