Deal Description: Crescent Energy Company (“Crescent”) (NYSE: CRGY) and SilverBow Resources, Inc. (“SilverBow”) (NYSE: SBOW) announced today that they have entered into a definitive agreement pursuant to which Crescent will acquire SilverBow in a transaction valued at $2.1 billion.

Under the terms of the agreement, SilverBow shareholders who elect to receive stock will receive 3.125 shares of Crescent Class A common stock for each share of SilverBow common stock. The transaction is structured as a cash-election merger with shareholders able to elect to receive $38 per share in cash up to a maximum total cash consideration of $400 million (the “Available Cash Election Amount”). If aggregate cash elections by shareholders exceed the Available Cash Election Amount, shareholders electing cash only will receive a mix of cash and stock that limits the total transaction cash consideration to the Available Cash Election Amount. Pro forma for the transaction, Crescent shareholders will own between approximately 69% and 79% and SilverBow shareholders will own between approximately 21% and 31% of the combined company, on a fully diluted basis and dependent on the final cash consideration at closing.

The combination has been unanimously approved by the boards of directors of both companies. A special committee of independent directors of Crescent (the “Special Committee”) has also unanimously approved the transaction. The transaction, which will be subject to customary closing conditions, including approvals by shareholders of each company and typical regulatory agencies, is targeted to close by the end of the third quarter of this year.

Baker Botts L.L.P. represented Intrepid Partners, LLC, the financial advisor to the Special Committee of the Board of Crescent.

For more information, please see the news release here.

Baker Botts Lawyers/Office Involved: Josh Davidson (Partner, Houston); Catherine B. Ellis (Senior Associate; Houston)

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