Crescent Energy to acquire SilverBow Resources; mixed cash/stock deal valued at ~$38/share

Crescent Energy Co

SilverBow stockholders receive either $38.00 cash (capped at $400M total), 3.125 CRGY shares, or mix of 1.866 shares and $15.31 cash.
Combined company ownership: 69%-79% to Crescent stockholders, 21%-31% to SilverBow stockholders.
Crescent board to expand to 11 members; two SilverBow designees to join post-close.
Crescent controlling stockholders (~43% ownership) entered support agreements to vote in favor and refrain from share transfers.
Deal expected to close by Nov 15, 2024; termination fees of $61M (Crescent) or $30.5M (SilverBow).

item 1.01 item 5.02 item 5.07 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Crescent Energy Co entered into Agreement and Plan of Merger with SilverBow Resources, Inc., Artemis Acquisition Holdings Inc., Artemis Merger Sub Inc., and Artemis Merger Sub II LLC (effective 2024-05-15).

Action: entry
Agreement: merger
Counterparty: SilverBow Resources, Inc., Artemis Acquisition Holdings Inc., Artemis Merger Sub Inc., and Artemis Merger Sub II LLC
Effective: 2024-05-15

Exact text from the filing

On May 15, 2024, Crescent Energy Company, a Delaware corporation (“Crescent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of Crescent (“Artemis Holdings”), Artemis Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Crescent (“Merger Sub Inc.”), and Artemis Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Artemis Holdings (“Merger Sub LLC,” and together with Crescent, Artemis Holdings and Merger Sub Inc., the “Crescent Parties").

View on SEC.gov

290 material agreements filed in the last 30 days. Browse all material agreements →

Crescent Energy Co filing history →

Source: SEC EDGAR

accession 0001193125-24-140017

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.