SilverBow Resources agrees to merge with Crescent Energy; stockholders elect $38 cash, 3.125 shares, or mix

SILVERBOW RESOURCES, INC.

Merger consideration: $38 cash per share, 3.125 Crescent shares, or 1.866 shares plus $15.31 cash.
SilverBow stockholders to own 22-32% of combined company; Crescent stockholders own 68-78%.
SilverBow board unanimously approved; Crescent stockholders owning ~43% of Crescent signed support agreements.
Termination fees: SilverBow pays $30.5M or Crescent pays $61M under specified conditions.
SilverBow adjourns annual meeting to May 29, 2024 to allow shareholder consideration of merger.

item 1.01 item 3.03 item 7.01 item 8.01 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

SILVERBOW RESOURCES, INC. entered into Agreement and Plan of Merger with Crescent Energy Company, Artemis Acquisition Holdings Inc., Artemis Merger Sub Inc., Artemis Merger Sub II LLC (effective 2024-05-15).

Action: entry
Agreement: merger
Counterparty: Crescent Energy Company, Artemis Acquisition Holdings Inc., Artemis Merger Sub Inc., Artemis Merger Sub II LLC
Effective: 2024-05-15

Exact text from the filing

Entry into a Material Definitive Agreement Merger Agreement On May 15, 2024, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Crescent Energy Company, a Delaware corporation (“Crescent”), 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”).

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Source: SEC EDGAR

accession 0001193125-24-140112

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