Crescent Energy to Acquire SilverBow Resources for $2.1 Billion
Crescent Energy Company and SilverBow Resources have entered into a definitive agreement where Crescent will acquire SilverBow in a transaction valued at $2.1 billion.
The transaction will create a scaled company with a balanced portfolio of high-quality and long-life assets, an attractive, returns-driven financial framework, and strong balance sheet, led by a management team and board with significant operating and investing expertise that is well-positioned to drive long-term growth and value creation.
SilverBow shareholders will receive 3.125 shares of Crescent class A common stock for each share of SilverBow common stock, with the option to elect to receive all or a portion of the proceeds in cash at a value of $38 per share, subject to possible pro ration with a maximum total cash consideration for the transaction of $400 million.
“This is a compelling transaction for shareholders of both companies, creating a premier growth through acquisition platform,” said John Goff, Crescent’s chairman of the board.
“As chairman and a major long-term shareholder, it has been exciting to watch this business execute on the strategy management laid out from the very beginning. This combination further positions Crescent as a leading growth business, and we look forward to welcoming the SilverBow team as we continue to build this company,” added Goff.
“The combination with SilverBow solidifies Crescent as a leading operator in the Eagle Ford and strengthens the company’s growth platform with increased scale. The SilverBow team has built a complementary and high-quality position in the Eagle Ford, and we believe the combination offers a unique value proposition in our evolving sector,” said Crescent CEO David Rockecharlie.
“The combined company will have an attractive and balanced portfolio of stable, low-decline and highly cash-generative production with a deep inventory of proven drilling locations, well-positioned for flexible capital allocation through commodity cycles. This combination creates a leading mid-cap company with significant value creation potential and the stability of a large-cap operator,” added Rockecharlie.
“This is an exciting new chapter for SilverBow and a compelling value proposition for our shareholders. The transaction delivers an attractive premium to SilverBow shareholders, with a choice to opt into the significant upside, sustainable value and meaningful synergies that we see in this combination by receiving Crescent shares — or to receive immediate cash liquidity,” said SilverBow CEO Sean Woolverton.
“The SilverBow team built an incredible company, and today’s exciting announcement is a testament to their hard work and dedication. This combination of two strong companies positions the pro forma business for continued success above and beyond what either company could achieve on its own,” added Woolverton.
After close, the Crescent board of directors will increase to 11 members with the addition of two 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.
The combination has been unanimously approved by the boards of directors of both companies. A special committee of independent directors of Crescent have 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.
Crescent Energy is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Crescent’s portfolio of low-decline, cash-flow oriented assets comprises both mid-cycle unconventional and conventional assets with a long reserve life and deep inventory of high-return development locations in the Eagle Ford and Uinta basins. Crescent’s leadership is an experienced team of investment, financial and industry professionals that combines proven investment and operating expertise.
SilverBow Resources is a Houston-based energy company actively engaged in the exploration, development, and production of oil and gas in the Eagle Ford Shale and Austin Chalk in South Texas. With more than 30 years of history operating in South Texas, the company possesses a significant understanding of regional reservoirs which it leverages to assemble high quality drilling inventory while continuously enhancing its operations to maximize returns on capital invested.
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