Each one in plain English, with the numbers worked through for a shareholder.
7 Aug 2024substantial holder notice● Neutral
Independence Energy Aggregator L.P, Independence Energy Aggregator GP LLC, KKR Upstream Associates LLC, KKR Group Assets Holdings III L.P, KKR Financial Holdings LLC, KKR Group Assets III GP LLC, KKR Group Partnership L.P, KKR Group Holdings Corp, KKR Group Co. Inc, KKR & Co. Inc, KKR Management LLP, Henry R. Kravis, George R. Roberts reported a Crescent Energy Co shareholding of 29,706,850 shares (15.50% of votes) in a periodic institutional filing.
Crescent completed its merger with SilverBow Resources: each SilverBow share converted, by election, into either 1.866 Crescent shares plus $15.31 cash, $38.00 cash outright, or 3.125 Crescent shares, creating one of the largest operators in the Eagle Ford.
Crescent shareholders overwhelmingly approved the stock issuance for the SilverBow merger (about 99.94% of votes cast), clearing the way for the deal to close the next day.
Crescent and SilverBow announced the expiration of the Hart-Scott-Rodino antitrust waiting period, clearing a key condition to closing their pending merger ahead of stockholder votes scheduled for July 29, 2024.
Amendment No. 1 to the SilverBow registration, filed a week after the original and carrying one piece of real news: Crescent had just raised $750 million of 7.375% notes due 2033 on June 14 to fund the cash half of the deal and repay SilverBow's borrowings. It also set both special meetings for July 29, 2024 off a June 28 record date; SilverBow holders choose $38.00 cash (capped at $400 million in total), 3.125 Crescent shares, or 1.866 shares plus $15.31, worth about $38.28 a share when the deal was announced, leaving them with 21-31% of Crescent.
Crescent registered the shares for its acquisition of SilverBow Resources, an Eagle Ford producer, on an unusually flexible menu: each SilverBow holder could elect 3.125 Crescent Class A shares, or 1.866 shares plus $15.31 cash, or $38.00 all cash, with total cash capped at $400 million. The election structure was the price of ending a contested approach.
Independence Energy Aggregator L.P, Independence Energy Aggregator GP LLC, KKR Upstream Associates LLC, KKR Group Assets Holdings III L.P, KKR Financial Holdings LLC, KKR Group Assets III GP LLC, KKR Group Partnership L.P, KKR Group Holdings Corp, KKR Group Co. Inc, KKR & Co. Inc, KKR Management LLP, Henry R. Kravis, George R. Roberts reported a Crescent Energy Co shareholding of 29,706,850 shares (21.10% of votes) in a periodic institutional filing.
Crescent agreed to acquire SilverBow Resources, a fellow Eagle Ford operator, in a deal combining both companies into one of the largest operators in the play; the deal also amended Crescent's external management fee arrangement with KKR Energy Assets Manager.
