SilverBow Resources Stockholders Approve Acquisition by Crescent Energy
SilverBow Resources (NYSE: SBOW) stockholders have overwhelmingly approved the $2.1 billion acquisition by Crescent Energy. At a special meeting, 99% of votes cast were in favor of the transaction. The deal, expected to close on July 30, 2024, aims to create a premier Eagle Ford oil and gas organization. CEO Sean Woolverton highlighted the attractive premium for stockholders and the potential for a scaled company with a balanced asset portfolio, substantial free cash flow generation, and a strong balance sheet. Crescent stockholders separately approved the issuance of Class A common stock for the transaction. The merger remains subject to customary closing conditions.
Gli azionisti di SilverBow Resources (NYSE: SBOW) hanno approvato in modo schiacciante l'acquisizione da 2,1 miliardi di dollari da parte di Crescent Energy. Durante un incontro straordinario, il 99% dei voti espressi è stato favorevole alla transazione. L'affare, che si prevede si chiuderà il 30 luglio 2024, mira a creare un'importante organizzazione petrolifera e del gas nell'Eagle Ford. Il CEO Sean Woolverton ha sottolineato il premio attraente per gli azionisti e il potenziale per un azienda scalabile con un portafoglio di asset bilanciato, una sostanziale generazione di flusso di cassa libero e un solido bilancio. Gli azionisti di Crescent hanno approvato separatamente l'emissione di azioni comuni di Classe A per la transazione. La fusione rimane soggetta a condizioni di chiusura consuete.
Los accionistas de SilverBow Resources (NYSE: SBOW) han aprobado abrumadoramente la adquisición de 2.1 mil millones de dólares por parte de Crescent Energy. En una reunión especial, el 99% de los votos emitidos estuvieron a favor de la transacción. Se espera que el acuerdo se cierre el 30 de julio de 2024 y tiene como objetivo crear una organización principal de petróleo y gas en Eagle Ford. El CEO Sean Woolverton destacó la atractiva prima para los accionistas y el potencial para una empresa escalada con un portafolio de activos equilibrado, una significativa generación de flujo de caja libre y un sólido balance. Los accionistas de Crescent aprobaron por separado la emisión de acciones comunes de Clase A para la transacción. La fusión sigue sujeta a condiciones de cierre habituales.
실버보우 리소스(SilverBow Resources) (NYSE: SBOW)의 주주들은 크레센트 에너지(Crescent Energy)에 의한 21억 달러 규모의 인수를 압도적으로 승인했습니다. 특별 회의에서 투표한 99%가 거래에 찬성했습니다. 이 거래는 2024년 7월 30일에 종료될 것으로 예상되며, 이글 포드(Eagle Ford)에서 주요 석유 및 가스 조직을 만드는 것을 목표로 하고 있습니다. CEO 션 울버턴(Sean Woolverton)은 주주를 위한 매력적인 프리미엄과 균형 잡힌 자산 포트폴리오, 상당한 자유 현금 흐름 생성 및 강력한 대차대조표를 갖춘 규모 있는 회사의 잠재력을 강조했습니다. 크레센트 주주들은 거래를 위해 클래스 A 공통주 발행을 별도로 승인했습니다. 인수합병은 일반적인 종료 조건을 충족해야 합니다.
Les actionnaires de SilverBow Resources (NYSE: SBOW) ont approuvé massivement l'acquisition de 2,1 milliards de dollars par Crescent Energy. Lors d'une réunion spéciale, 99 % des votes exprimés étaient en faveur de la transaction. Cet accord, qui devrait se conclure le 30 juillet 2024, vise à créer une organisation de premier plan dans le secteur pétrolier et gazier de l'Eagle Ford. Le PDG Sean Woolverton a souligné la prime attractive pour les actionnaires et le potentiel d'une entreprise évolutive avec un portefeuille d'actifs équilibré, une génération de flux de trésorerie libre substantielle et un bilan solide. Les actionnaires de Crescent ont séparément approuvé l'émission d'actions ordinaires de classe A pour la transaction. La fusion reste soumise aux conditions de clôture habituelles.
Die Aktionäre von SilverBow Resources (NYSE: SBOW) haben die 2,1 Milliarden Dollar schwere Übernahme durch Crescent Energy überwältigend genehmigt. In einer Sonderversammlung waren 99 % der abgegebenen Stimmen für die Transaktion. Der Abschluss des Geschäfts wird für 30. Juli 2024 erwartet und zielt darauf ab, eine erstklassige Erdöl- und Gasorganisation im Eagle Ford zu schaffen. CEO Sean Woolverton hob die attraktive Prämie für die Aktionäre und das Potenzial für ein skalierbares Unternehmen mit einem ausgewogenen Vermögensportfolio, erheblichem freien Cashflow und einer soliden Bilanz hervor. Die Aktionäre von Crescent genehmigten separat die Ausgabe von Stammaktien der Klasse A für die Transaktion. Die Fusion steht weiterhin unter dem Vorbehalt üblicher Abschlussbedingungen.
- Overwhelming stockholder approval with 99% votes in favor
- Transaction valued at $2.1 billion, offering an attractive premium to stockholders
- Creation of a scaled company with balanced and resilient asset portfolio
- Potential for substantial free cash flow generation
- Strong balance sheet expected post-merger
- None.
Insights
The approval of SilverBow Resources' acquisition by Crescent Energy marks a significant milestone in the oil and gas industry, particularly in the Eagle Ford region. This
- Premium valuation: SilverBow shareholders are set to receive an attractive premium, which is a positive outcome in the current market environment where many energy companies are trading below their intrinsic value.
- Scale benefits: The combined entity will likely benefit from economies of scale, potentially leading to cost synergies and improved operational efficiency. This could translate into enhanced profitability and cash flow generation.
- Portfolio diversification: The merger creates a more balanced and resilient asset portfolio, which could help mitigate risks associated with commodity price volatility and regional operational challenges.
- Financial strength: With a strong balance sheet and substantial free cash flow generation, the new company will be well-positioned to navigate market uncertainties and potentially pursue further growth opportunities.
However, investors should also consider potential integration challenges and the execution risks associated with mergers of this scale. The success of this transaction will largely depend on how effectively the combined management team can leverage synergies and manage the expanded asset base.
With an expected closing date of July 30, 2024, market participants will be closely watching for any updates on integration plans and initial financial projections for the combined entity. This transaction could potentially trigger a re-rating of the stock, as the market assesses the long-term value creation potential of this strategic move.
The overwhelming approval of the SilverBow-Crescent merger by both companies' shareholders signals strong market confidence in the strategic rationale behind this consolidation. This deal reflects several key trends in the oil and gas sector:
- Industry consolidation: The
$2.1 billion transaction aligns with the ongoing trend of consolidation in the U.S. shale industry, as companies seek to achieve scale and improve their competitive positioning. - Focus on free cash flow: The emphasis on "substantial free cash flow generation" in the announcement underscores the shift in investor priorities from growth-at-all-costs to sustainable, cash-generative business models.
- Eagle Ford renaissance: This merger highlights the renewed interest in the Eagle Ford shale play, which has seen increased activity due to its proximity to export terminals and favorable economics.
- Balanced portfolio approach: The creation of a "balanced and resilient asset portfolio" reflects the industry's move towards a more diversified asset base to mitigate risks associated with regional or asset-specific challenges.
From a broader market perspective, this deal could potentially spark further M&A activity in the sector, as other players seek to replicate the scale and efficiency benefits. It may also lead to a reassessment of valuations for similar-sized companies in the Eagle Ford region.
Investors should monitor how this transaction influences market dynamics, including potential changes in production levels, capital allocation strategies and the competitive landscape in the Eagle Ford shale play. The success of this merger could set a benchmark for future deals in the industry and influence investor expectations for consolidation benefits.
Transaction Expected to Close on July 30, 2024
Sean Woolverton, SilverBow’s Chief Executive Officer, said, “We appreciate the overwhelming support of our stockholders for this exciting transaction with Crescent, which delivers an attractive premium to our stockholders and will create a premier Eagle Ford oil and gas organization. We look forward to closing the transaction and forming a scaled company with a balanced and resilient asset portfolio, substantial free cash flow generation, an attractive, returns-driven financial framework and strong balance sheet.”
Based on the preliminary vote count from today’s Special Meeting, SilverBow stockholders voted to approve the transaction with
In a separate special meeting of Crescent stockholders held earlier today, Crescent stockholders voted to approve the issuance of Crescent Class A common stock in connection with the transaction. The transaction remains subject to satisfaction of other customary closing conditions and is expected to close on July 30, 2024.
About SilverBow Resources
SilverBow Resources, Inc. is a
No Offer or Solicitation
This communication relates to the proposed business combination transaction between Crescent and SilverBow (the “Transaction”). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information About the Transaction
In connection with the Transaction, Crescent filed with the SEC a registration statement on Form S-4, which was declared effective on June 27, 2024 (the “Registration Statement”) to register the shares of Crescent Class A common stock to be issued in connection with the Transaction. The Registration Statement includes a joint proxy statement of Crescent and SilverBow and a prospectus of Crescent (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus was mailed to the stockholders of each of Crescent and SilverBow on June 28, 2024. Crescent and SilverBow may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Registration Statement and the Proxy Statement/Prospectus that have been filed with the SEC or any other documents that Crescent or SilverBow may file with the SEC or mail to stockholders of Crescent or SilverBow in connection with the Transaction.
INVESTORS AND SECURITY HOLDERS OF CRESCENT AND SILVERBOW ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Crescent or SilverBow through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Crescent will be made available free of charge on Crescent’s website at https://ir.crescentenergyco.com, or by directing a request to Investor Relations, Crescent Energy Company, 600 Travis Street, Suite 7200,
Forward-Looking Statements and Cautionary Statements
The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Crescent or SilverBow expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Transaction and the anticipated timing thereof. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of Crescent’s common stock or SilverBow common stock, the risk that the Transaction and its announcement could have an adverse effect on the ability of Crescent and SilverBow to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Crescent’s or SilverBow’s control, including those detailed in Crescent’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at https://ir.crescentenergyco.com and on the SEC’s website at http://www.sec.gov, and those detailed in SilverBow’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on SilverBow’s website at https://sbow.com and on the SEC’s website at http://www.sec.gov. All forward-looking statements are based on assumptions that Crescent or SilverBow believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Crescent and SilverBow undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240729465967/en/
INVESTOR CONTACT:
ir@sbow.com
(281) 874-2700, (888) 991-SBOW
MEDIA CONTACT:
Adam Pollack / Jed Repko
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Source: SilverBow Resources, Inc.
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