Contango Oil & Gas (MCF) DEFM14AProxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

☒  Filed by the Registrant                         ☐  Filed by a Party other than the Registrant

Check the appropriate box:

CONTANGO OIL & GAS COMPANY

(Name of Registrant as Specified in its Charter)

Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

MERGER PROPOSED—YOUR VOTE IS IMPORTANT

Dear Stockholders of Contango Oil & Gas Company:

Contango Oil & Gas Company (“Contango”) and Independence Energy LLC (“Independence”) have entered into the Transaction Agreement providing for the combination of Contango’s business with the business of Independence under a new publicly-traded holding company that will be named Crescent Energy Company (“New PubCo”). The new company will be structured as an “Up-C”, with all of the assets and operations of each of Independence and Contango indirectly held by an operating subsidiary of New PubCo (such operating subsidiary, “OpCo”). Contango shareholders will own New PubCo Class A Common Stock, which has both voting and economic rights with respect to New PubCo. Independence’s owners will own economic non-voting limited liability company interests in OpCo (“OpCo Units”) and corresponding New PubCo Class B Common Stock, which has voting (but no economic) rights with respect to New PubCo. New PubCo will be a holding company, the sole material assets of which will consist of OpCo Units. New PubCo will be the sole managing member of OpCo, will be responsible for all operational, management and administrative decisions relating to OpCo’s business and will consolidate the financial results of OpCo and its subsidiaries, including the subsidiaries of Independence and Contango.

The Transaction will be consummated through a series of steps that are described in more detail in this document, including:

In connection with the Independence Merger, the owners of Independence will be entitled to receive 127,536,463 OpCo Units and the same number of shares of Class B common stock of New PubCo. In connection with the Contango Merger, each share of Contango Common Stock will be converted into the right to receive 0.2 of a share of New PubCo Class A Common Stock (with cash in lieu of fractional shares). As a result of these transactions, (a) former owners of Independence will own approximately 75% of OpCo, 100% of the total outstanding New PubCo Class B Common Stock and approximately 75% of the total outstanding New PubCo Class A Common Stock and New PubCo Class B Common Stock taken together, (b) former stockholders of Contango will own New PubCo Class A Common Stock representing approximately 25% of the outstanding New PubCo Class A Common Stock and New PubCo Class B Common Stock, taken together and (c) New PubCo will own approximately 25% of the OpCo Units. Additionally, Independence Energy Aggregator GP LLC , an affiliate of certain former owners of Independence, will be the sole holder of New PubCo’s non-economic Series I preferred stock, $0.0001 par value per share, which will entitle the holder thereof to appoint the Board of Directors of New PubCo (the “New PubCo Board”) and to certain other approval rights described elsewhere in this document.

Shares of common stock of Contango are currently listed on the NYSE American under the ticker symbol “MCF.” There is currently no established trading market for New PubCo Class A Common Stock, but New PubCo has applied to list the New PubCo Class A Common Stock on the NYSE under the symbol “CRGY.”

The approval of Contango stockholders must be obtained before these transactions can be completed. Approval of the Contango Merger requires the affirmative vote of holders of a majority of the outstanding shares of Contango common stock entitled to vote on the matter. This document is being used to solicit proxies for a special meeting of Contango stockholders to approve the Contango Merger. The Contango board of directors (the “Contango Board”) has unanimously approved the Transaction Agreement and determined that the Transaction Agreement and the Transactions are fair to, and in the best interests of, Contango and its stockholders and recommend that Contango stockholders approve and adopt this Transaction Agreement, the Contango Merger and the other Transactions contemplated by this document.

We urge you to read this document, including the annexes, and the documents incorporated by reference carefully and in their entirety. In particular, you should consider the matters discussed under “Risk Factors” beginning on page 51, which contains a description of risks you may wish to consider in evaluating the transaction.

Your vote is very important. We cannot complete the Transactions unless you approve and adopt the Transaction Agreement, the Contango Merger and the other transactions contemplated by the Transaction Agreement. Whether or not you expect to attend the special meeting, the details of which are described in this document, please vote immediately by submitting your proxy by telephone, through the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed pre-paid envelope.

Sincerely,

Wilkie S. Colyer, Jr.

Chief Executive Officer

Contango Oil & Gas Company

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Transactions described in this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This document is dated November 3, 2021 and is first being mailed to stockholders of Contango on or about such date.

CONTANGO OIL & GAS COMPANY

111 E. 5^th Street, Suite 300

Fort Worth, Texas 76102

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON December 6, 2021

This is a notice that the special meeting of stockholders of Contango will be held on December 6, 2021 in person at City Club of Fort Worth, 301 Commerce Street, Fort Worth, Texas 76102 at 9:00 a.m. (Central Time). This Special Meeting will be held for the following purposes:

This proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the attached document, including the Transaction Agreement and all other annexes and any documents incorporated by reference herein, for further information with respect to the business to be transacted at the Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, see “Proposal 1: The Transaction Proposal” beginning on page 97 for a description of the Transactions contemplated by the Transaction Agreement and the section titled “Risk Factors” beginning on page 51 for an explanation of the risks associated with the Transactions contemplated by the Transaction Agreement.

The Contango board of directors (the “Contango Board”) has unanimously approved the Transaction Agreement and determined that the Transaction Agreement, the Contango Merger and the Transactions are fair to, and in the best interests of, Contango and its stockholders, declares advisable the Transaction Agreement and the Contango Merger and the other Transactions and recommends that Contango stockholders approve and adopt this Transaction Agreement, the Contango Merger and the other Transactions contemplated by the Transaction Agreement. The Contango Board recommends that Contango stockholders vote:

The Contango Board has fixed October 15, 2021 as the record date for determination of Contango stockholders entitled to receive notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. Only holders of record of Contango Common Stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

We cannot complete the Transactions unless you approve and adopt the Transaction Agreement, the Contango Merger and the other Transactions contemplated by the Transaction Agreement. Whether or not you expect to attend the special meeting, the details of which are described in this document, please vote immediately by submitting your proxy by telephone, through the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed pre-paid envelope.

If your shares are held in the name of a broker, bank, trustee or other nominee, please follow the instructions on the voting instruction form furnished by such broker, bank, trustee or other nominee, as appropriate. If you have any questions concerning the Transaction Agreement or the other Transactions contemplated by the Transaction Agreement or this proxy statement/prospectus, would like additional copies or need help voting your shares of Contango Common Stock, please contact Contango’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders: (877) 800-5187

Banks and Brokers: (212) 750-5833

By order of the Board of Directors

Charles L. McLawhorn, III

Senior Vice President, General Counsel and Corporate Secretary

ADDITIONAL INFORMATION

Contango files annual, quarterly and current reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”), and the SEC maintains a website located at http://www.sec.gov containing this information. You can also obtain these documents, free of charge from Contango, at http://www.contango.com. By referring to Contango’s website and the SEC’s website, Contango does not incorporate by reference any such website or its contents into this proxy statement/prospectus.

This proxy statement/prospectus incorporates important business and financial information about Contango from documents that are not attached to this proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from Contango or its proxy solicitor at the following addresses and telephone numbers:

Contango Oil & Gas Company

111 E. 5^th Street, Suite 300

Fort Worth, Texas 76102

(817) 529-0059

Attention: Corporate Secretary

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders: (877) 800-5187

Banks and Brokers: (212) 750-5833

If you would like to request any documents, please do so by November 29, 2021 in order to receive them before the Special Meeting.

For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 292.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration No. 333-258157) filed with the SEC by IE PubCo Inc. (“New PubCo”), constitutes the prospectus of New PubCo under the Securities Act of 1933, as amended, with respect to the shares of New PubCo Class A Common Stock to be issued to Contango stockholders in connection with the Transactions. This proxy statement/prospectus also constitutes a proxy statement for Contango under the Securities Exchange Act of 1934, as amended. It also constitutes a notice of meeting with respect to the Special Meeting of Contango stockholders.

You may obtain copies of the registration statement, including any amendments, schedules and exhibits, at the SEC’s website mentioned above. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated November 3, 2021, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this proxy statement/prospectus is only accurate as of the date of such information.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Contango has been provided by Contango and information contained in this proxy statement/prospectus regarding Independence has been provided by Independence.

TABLE OF CONTENTS

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CERTAIN DEFINED TERMS

In this proxy statement/prospectus:

“April 2021 Exchange” means the redemption by certain of Independence’s consolidated subsidiaries of the noncontrolling equity interests held in such subsidiaries by certain third-party investors in exchange for membership interests in Independence in April 2021.

“ARO” means an asset retirement obligation.

“Bbl” means 42 U.S. gallons liquid volume per stock tank barrel.

“BLM” means the federal Bureau of Land Management.

“Boe” means barrels of oil equivalent.

“C Merger Sub” means IE C Merger Sub Inc., a Delaware corporation.

“CAA” means the federal Clean Air Act, as amended, and the rules and regulations promulgated thereunder.

“Call Right” means, with respect to an exercise of the Redemption Right, the right of the New PubCo Group pursuant to the OpCo LLC Agreement to elect to acquire each tendered OpCo Unit (together with a corresponding share of New PubCo Class B Common Stock) directly from such redeeming holder of OpCo Units for, at the election of the New PubCo Group, (a) one share of New PubCo Class A Common Stock, or (b) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement.

“CARB” means the California Air Resources Board.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, as administered by the U.S. Small Business Administration.

“Carve-Out” means the redemption by certain of Independence’s consolidated subsidiaries of the noncontrolling equity interests held in such subsidiaries by a certain third-party investor in exchange for its proportionate share of the underlying oil and natural gas interests held directly or indirectly by such subsidiaries.

“Carve-Out/Exchanges” means, collectively, the Carve-Out and the Exchanges.

“CERCLA” means the federal Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and the rules and regulations promulgated thereunder.

“CFTC” means the Commodity Futures Trading Commission.

“Clean Water Act” means the Federal Water Pollution Control Act, as amended, and the rules and regulations promulgated thereunder.

“COBRA” means the Consolidated Omnibus Reconciliation Act of 1985, as amended, and the rules and regulations promulgated thereunder.

“Code” means the Internal Revenue Code of 1986, as amended.

“Compensation Proposal” or “Proposal No. 3” means the proposal to approve on an advisory (non-binding) basis the compensation that may become payable to Contango’s named executive officers in connection with the consummation of the Transactions.

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“Contango” means Contango Oil & Gas Company, a Texas corporation.

“Contango Board” means the board of directors of Contango.

“Contango Common Stock” means each share of common stock, par value $0.04, of Contango.

“Contango LTIP Proposal” or “Proposal No. 2” means the proposal to approve the issuance of additional shares of Contango Common Stock under the amendment to Contango’s 2009 Plan, including an amount as necessary to effectuate the treatment of Contango’s outstanding equity awards in the manner contemplated by the Transaction Agreement.

“Contango Merger” means the merger of C Merger Sub with and into Contango, with Contango surviving the merger as a direct wholly owned corporate subsidiary of New PubCo.

“Contango Merger Effective Time” means the time at which the Contango Merger will become effective.

“Contribution” means the contribution of 100% of the equity interests in L Merger Sub to OpCo in exchange for a number of OpCo Units equal to the number of shares of New PubCo Class A Common Stock issued in the Contango Merger.

“December 2020 Exchange” means the redemption by certain of Independence’s consolidated subsidiaries of the noncontrolling equity interests held in such subsidiaries by certain third-party investors in exchange for membership interests in Independence in December 2020.

“Decontrol Act” means the Natural Gas Wellhead Decontrol Act, effective January 1, 1993.

“DJ” means Denver Julesburg.

“Dodd-Frank” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“DOI” means the U.S. Department of the Interior.

“DOJ” means the U.S. Department of Justice.

“DOT” means the U.S. Department of Transportation.

“EHS” means Environment, Health and Safety.

“EIGF II” means Energy Income and Growth Fund II, formed in 2018 as a KKR energy investment fund.

“Eligible Shares” means each share of Contango Common Stock issued and outstanding immediately prior to the Contango Merger Effective Time (excluding all shares of Contango Common Stock held by Contango as treasury shares or by New PubCo or C Merger Sub immediately prior to the Contango Merger Effective Time and, in each case, not held on behalf of third parties.

“Energy Finance” means Independence Energy Finance, LLC, a Delaware limited liability company.

“Energy Finance Contribution” means the contribution by OpCo of L Merger Sub to Energy Finance.

“EPA” means the U.S. Environmental Protection Agency.

“ESA” means the federal Endangered Species Act, as amended, and the rules and regulations promulgated thereunder.

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“ESG” means Environmental, Social and Governance.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Ratio” means the right under the Transaction Agreement to receive 0.2000 shares of New PubCo Class A Common Stock in exchange for each share of common stock, par value $0.04, of Contango, with cash to be paid in lieu of fractional shares as described herein.

“Exchanges” means, collectively, the December 2020 Exchange and the April 2021 Exchange.

“FERC” means the Federal Energy Regulatory Commission.

“FRA” means the Federal Railroad Administration.

“FTC” means the Federal Trade Commission.

“FWS” means the U.S. Fish and Wildlife Service.

“GHGs” means greenhouse gases.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Independence” means Independence Energy LLC, a Delaware limited liability company.

“Independence Aggregator” means Independence Energy Aggregator L.P.

“Independence Merger” means the merger of Independence with and into Opco, with Opco as the surviving company in the merger.

“Independence Merger Effective Time” means, on the Closing Date, after the Distribution and prior to the Contango Merger, the time at which the Independence Merger will become effective.

“Independence Ownership Number” means, on the Closing Date, a number of OpCo Units owned by Independence, which is equal to 127,536,463.

“Independence Parties” means Independence, C Merger Sub, L Merger Sub, OpCo and New PubCo.

“Independence Refinancing” means the entry into the New Credit Agreement and the offering of the Senior Notes.

“Independence Transactions” means, collectively, the Titan Acquisition, the Noncontrolling Interest Carve-out, the Independence Refinancing and the Exchanges.

“IRS” means the United States Internal Revenue Service.

“IT” means Information Technology.

“Jefferies” means Jefferies LLC, Contango’s financial advisor.

“KKR” means the Manager and its affiliates, which includes the Preferred Stockholder and EIGF II.

“L Merger Sub” means IE L Merger Sub LLC, a Delaware limited liability company.

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“Liberty” means PT Independence Energy Holdings LLC, a Delaware limited liability company.

“LLC Merger” means the merger of Contango with and into L Merger Sub, with L Merger Sub surviving the merger as a direct wholly owned limited liability company subsidiary of New PubCo.

“Management Agreement” means the management agreement New PubCo will enter into with the Manager whereby the Manager will manage the business and operations of New PubCo and its subsidiaries and provide the executive management team for the benefit of New PubCo and its subsidiaries.

“Manager” means KKR Energy Assets Manager LLC, a Delaware limited liability company.

“MBTA” means the Migratory Bird Treaty Act, as amended, and the rules and regulations promulgated thereunder.

“MBbls” means thousand barrels of oil or NGL.

“MBoe” means thousand Boe.

“Mcf” means thousand cubic feet of natural gas.

“Mergers” means the Contango Merger and LLC Merger, taken together.

“MMcf” means million cubic feet of natural gas.

“NAAQS” means National Ambient Air Quality Standard.

“NEPA” means the National Environmental Policy Act, as amended, and the rules and regulations promulgated thereunder.

“New PubCo” means IE PubCo Inc., a Delaware corporation.

“New PubCo Class A Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of New PubCo.

“New PubCo Class B Common Stock” means the shares of Class B common stock, par value $0.0001 per share, of New PubCo.

“New PubCo Common Stock” means, collectively, the New PubCo Class A Common Stock and the New PubCo Class B Common Stock.

“New PubCo Group” means New PubCo and each of its subsidiaries (other than OpCo and its subsidiaries).

“New PubCo Preferred Stock” means the shares of preferred stock, $0.0001 par value per share, of New PubCo.

“New PubCo Non-Economic Series I Preferred Stock” means the 1,000 shares of New PubCo Preferred Stock that are designated as “Series I Preferred Stock,” which will have no economic rights.

“NGA” means the Natural Gas Act of 1938 and the rules and regulations promulgated thereunder.

“NGPA” means the Natural Gas Policy Act of 1978, as amended, and the rules and regulations promulgated thereunder.

“NWPR” means the Navigable Waters Protection Rule, as amended.

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“NYMEX” means the New York Mercantile Exchange.

“NYSE” means the New York Stock Exchange.

“oil equivalent” means natural gas is converted to a crude oil equivalent at the ratio of six Mcf of natural gas to one Boe.

“OPA” means the federal Oil Pollution Act of 1990, as amended, and the rules and regulations promulgated thereunder.

“OpCo” means IE OpCo LLC, a Delaware limited liability company.

“OpCo LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of OpCo.

“OpCo Units” means the units representing economic limited liability company interests in OpCo.

“OpCo Unitholder” means a holder of OpCo Units.

“OPEC” means the Organization of Petroleum Exporting Countries.

“OSHA” means the federal Occupational Safety and Health Act, as amended, and the rules and regulations promulgated thereunder.

“PDP” means proved developed producing.

“PHMSA” means the Pipeline and Hazardous Materials Safety Administration.

“PPP” means the Paycheck Protection Program.

“Preferred Stockholder” means Independence Energy Aggregator GP LLC, the initial holder of the New PubCo Non-Economic Series I Preferred Stock, and, as applicable, any successor thereto.

“PT Independence” means PT Independence Energy Holdings, LLC.

“RCRA” means the federal Resource Conservation and Recovery Act, as amended, and the rules and regulations promulgated thereunder.

“Redemption Right” means the right of a holder of OpCo Units (other than a member of the New PubCo Group) pursuant to the OpCo LLC Agreement to cause OpCo to redeem all or a portion of its OpCo Units for, at the election of OpCo, (a) shares of New PubCo Class A Common Stock at a redemption ratio of one share of New PubCo Class A Common Stock for each OpCo Unit redeemed, or (b) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement. In connection with such redemption, a corresponding number of shares of New PubCo Class B Common Stock will be cancelled.

“SDWA” means the federal Safe Drinking Water Act, as amended, and the rules and regulations promulgated thereunder.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“Special Meeting” means the Special Meeting of the stockholders of Contango that is the subject of this proxy statement/prospectus.

“Titan” means Titan Energy Holdings, LLC (f/k/a Liberty Energy LLC).

“Titan Acquisition” means the acquisition by Independence of Titan.

“Transaction Agreement” means that certain Transaction Agreement, dated as of June 7, 2021, by and among Contango, Independence, New PubCo, OpCo, C Merger Sub and L Merger Sub.

“Transactions” means the transactions contemplated by the Transaction Agreement, which include the merger of Independence with and into OpCo, the Contango Merger, the subsequent merger of Contango with and into L Merger Sub, with L Merger Sub surviving the merger as a wholly owned subsidiary of New PubCo, which we describe as the “Merger”, and the subsequent contribution of such surviving subsidiary by New PubCo to OpCo.

“Transaction Proposal” means the proposal to approve and adopt the Transaction Agreement and the Transactions contemplated thereby, including the Contango Merger.

“TRC” means the Texas Railroad Commission.

“U.S. GAAP” means United States Generally Accepted Accounting Principles.

“2005 Act” means the Energy Policy Act of 2005, as amended, and the rules and regulations promulgated thereunder.

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QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of Contango, may have regarding the Transactions and other matters being considered at the Special Meeting and the answers to those questions. Contango urges you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Transactions and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

See “Summary—The Transactions” on page 20 for a diagram depicting a simplified version of New PubCo’s structure following the Transactions.

The Transaction will be consummated through a series of steps that are described in more detail in this document, including:

The approval of Contango stockholders must be obtained before these Transactions can be completed. Approval of the Transactions requires the affirmative vote of holders of a majority of the outstanding shares of Contango Common Stock entitled to vote on the matter. This document is being used to solicit proxies for a special meeting of Contango stockholders to approve the Transactions.

This proxy statement/prospectus, which you should read carefully, contains important information about the Transactions and other matters being considered at the Special Meeting. See “The Transaction Agreement and Related Agreements” and the copy of the Transaction Agreement included as Annex A hereto.

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For additional information regarding the consideration to be received by the Contango stockholders in the Transactions, see “Proposal 1: The Transaction Proposal—Effects of the Transactions.”

A: As a result of the Transactions, New PubCo will be structured as an “Up-C” structure. New PubCo will be a holding company, the sole material assets of which will consist of OpCo Units. New PubCo will be the sole managing member of OpCo, will be responsible for all operational, management and administrative decisions relating to OpCo’s business and will consolidate the financial results of OpCo and its subsidiaries, including the assets of both Independence and Contango.

Contango’s existing shareholders will own shares of New PubCo’s Class A Common Stock, which has both voting and economic rights with respect to New PubCo. Current Independence’s owners will own economic, non-voting OpCo Units in OpCo and corresponding New PubCo Class B Common Stock, which has voting (but no economic) rights with respect to New PubCo. Each OpCo Unit is redeemable, together with the surrender for cancellation of one share of New PubCo Class B Common Stock, for New PubCo Class A Common Stock on a one-for-one basis pursuant to the terms of the OpCo LLC Agreement.

Immediately following the Transactions, (a) former stockholders of Contango will own approximately 100% of New PubCo Class A Common Stock representing approximately 25% of the outstanding New PubCo Class A Common Stock and New PubCo Class B Common Stock taken together, (b) current Independence owners will own approximately 75% of OpCo, 100% of the total outstanding New PubCo Class B Common

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Stock and approximately 75% of the total outstanding New PubCo Class A Common Stock and New PubCo Class B Common Stock taken together and (c) New PubCo will own approximately 25% of the OpCo Units.

In addition, the Preferred Stockholder will be the sole holder of New PubCo’s Non-Economic Series I Preferred Stock. The New PubCo Non-Economic Series I Preferred Stock entitles the holder thereof to appoint the entire New PubCo Board and to certain other approval rights with respect to certain fundamental corporate actions. Holders of the New PubCo Common Stock will not vote for the election of directors but will be entitled to vote on all matters requiring shareholder approval under Delaware law or stock exchange rules. See “Summary—The Transactions” on page 20 for a diagram depicting a simplified version of New PubCo’s structure following the Transactions.

Gibson, Dunn & Crutcher LLP, tax counsel to Contango, has delivered a legal opinion to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The opinion is based on assumptions, representations, warranties and covenants, including those contained in the Transaction Agreement and in representation letters provided by Contango and New PubCo. The accuracy of such assumptions, representations and warranties could affect the conclusions set forth in such opinion. However, it is not a condition to Contango’s obligation or New PubCo’s obligation to complete the Transactions that the Mergers, taken together, be treated as a “reorganization,” and the opinion will not be binding on the IRS or the courts. No IRS ruling has been or will be requested regarding the U.S. federal income tax consequences of the Mergers. While we do not anticipate any material changes to the expected tax treatment, we would expect to provide additional disclosure regarding any such material changes in a supplement to this proxy statement/prospectus to the extent required by law.

There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS. If, contrary to the opinion from counsel, the Mergers, taken together, were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder would recognize gain or loss for U.S. federal income tax purposes on each share of Contango Common Stock surrendered in the Mergers in an amount equal to the difference between (1) the fair market value of the merger consideration received in exchange for such surrendered share upon completion of the Mergers and (2) the holder’s basis in the share of Contango Common Stock surrendered. Any gain or loss recognized would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Contango Common Stock exceeds one year at the time of the Mergers. Long-term capital gain of non-corporate U.S. holders (including individuals) is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

Please see “Proposal 1: The Transaction Proposal—Material U.S. Federal Income Tax Consequences of the Mergers” for a more detailed discussion of the U.S. federal income tax consequences of the Mergers to U.S. holders of Contango Common Stock. Each Contango stockholder is strongly urged to consult with, and rely solely upon, his, her or its own tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the Transactions.

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Until the third annual stockholders meeting following the consummation of the Transactions (the “Protected Period”), John Goff will serve as Chairman of the New PubCo Board and one former Contango director will serve on each committee of the New PubCo Board. The Preferred Stockholder, as the sole holder of the New PubCo Non-Economic Series I Preferred Stock, will otherwise have the right to appoint the entire New PubCo Board. For more information, see “Board of Directors and Management of New PubCo Following Completion of the Transactions.”

Concurrently with the Closing, New PubCo will enter into the Management Agreement with the Manager pursuant to which the Manager will agree to provide certain management and investment advisory services to New PubCo and its subsidiaries. Pursuant to the Management Agreement, the Manager will provide New PubCo with its executive management team and will manage New PubCo’s day-to-day operations, including accounting, financial reporting, audit, tax, treasury, corporate reserves, business planning, risk management, investor relations, ESG and EHS, IT and digital infrastructure, capital allocation, financing and capital markets activity, corporate business development, legal, land administration and human resources. In addition to those corporate functions, the Manager also brings the breadth of its broader organization, which we believe will add meaningful value to the business, including the perspectives of KKR’s Global Macro team, Public Affairs, KKR Capital Markets, the KKR Global Institute and Client and Partner Group.

The Management Agreement has an initial three-year term, with automatic three-year renewals thereafter. Upon written notice to the Manager, the Management Agreement will be terminable by New PubCo in certain specified circumstances. Please see “The Transaction Agreement and Related Agreements—Management Agreement.”

In addition, as the business and assets of New PubCo expand, the Management Compensation will increase by an amount equal to 1.5% per annum of the net proceeds from all future issuances of equity securities of New PubCo (including in connection with asset acquisitions) and, in certain instances, OpCo. However, incremental management fees (other than New PubCo’s pro rata share of the $53.3 million fee described above) will not apply to the issuance of shares of New PubCo Class A Common Stock upon the redemption or exchange of OpCo Units and the associated New PubCo Class B Common Stock. Please see “The Transaction Agreement and Related Agreements—Management Agreement.”

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EIGF II is an energy investment fund managed by KKR that is engaged in investing in upstream oil and gas assets. The Manager will allocate the total amount of available investment between New PubCo and EIGF II with respect to investment opportunities in upstream oil and gas assets in good faith on a pro rata basis subject to and taking into account available capital, applicable concentration limits, investment restrictions and other similar considerations.

In addition, from time to time, investment opportunities outside of upstream oil and gas assets may arise that are suitable for investment by New PubCo, on the one hand, and by EIGF II (and any successor fund) or other KKR funds, on the other hand, that are (A) engaged in an investment strategy that is materially different from New PubCo’s (such as distressed debt or special situations investment vehicles) and (B) have pre-existing defined allocation rights pursuant to KKR’s allocation policies or contractual undertakings agreed with the investors in such other KKR funds. In such cases, New PubCo may elect to co-invest alongside such other KKR funds in such investments, in which case KKR will allocate such investment opportunities among New PubCo, on the one hand, and EIGF II and/or such other KKR funds, on the other hand, in a manner consistent with the priority investment rights of such KKR funds, taking into account such factors as KKR deems appropriate. New PubCo shall have no obligation to make any such co-investment.

Transaction Proposal. Approval and adoption of the Transaction Proposal requires the affirmative vote of holders of a majority in voting power of the outstanding shares of Contango Common Stock entitled to vote on the Transaction Proposal. Any abstention by a Contango stockholder, failure of any Contango stockholder to submit a vote and broker non-vote will have the same effect as voting against the Transaction Proposal. In connection with the Transaction Agreement, Independence and John C. Goff and certain other stockholders party thereto entered into a voting agreement (the “Voting Agreement”) pursuant to which, each stockholder agreed, among other things and subject to certain limitations and exceptions, to vote all shares of Contango Common Stock beneficially owned by such stockholder in favor of the approval and adoption of the Transaction Agreement and approval of any other matters necessary for consummation of

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the Transactions. The stockholders party to the Voting Agreement collectively own 48,406,233 shares of Contango Common Stock, representing approximately 24.1% of the outstanding Contango Common Stock.

Contango LTIP Proposal. Approval and adoption of the Contango LTIP Proposal requires the affirmative vote of the holders of a majority in voting power of the Contango Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “against” the Contango LTIP Proposal. Broker non-votes will not be voted either for or against the Contango LTIP Proposal and, accordingly, will not affect the outcome of the Contango LTIP Proposal.

Compensation Proposal. Approval and adoption of the Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the Contango Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on. Abstentions will have the same effect as a vote “against” the Compensation Proposal. Broker non-votes will have no effect on the outcome of the Compensation Proposal. Since the Compensation Proposal is non-binding, if the Transaction Agreement is approved by Contango stockholders and the Transactions are completed, the compensation that is the subject of the Compensation Proposal will be paid in accordance with its terms regardless of the outcome of the non-binding advisory vote.

Accordingly, the Contango Board recommends that Contango stockholders vote:

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The Transaction Agreement contains termination rights for each of Contango and Independence, including, among others, (i) a termination right for each party if the consummation of the Transactions does not occur on or before 5:00 p.m. Houston, Texas time on January 7, 2022, subject to certain exceptions, or (ii) if approval of Contango’s stockholders is not obtained in accordance with the terms of the Transaction Agreement. Under specified circumstances, Contango may be required to pay a termination fee upon or subsequent to termination of the Transaction Agreement, as described under “The Transaction Agreement and Related Agreements—Expenses and Termination Fees Relating to the Termination of the Transaction Agreement.”

Contango Time-Based Restricted Stock Awards: Immediately prior to the Contango Merger Effective Time, each award of restricted shares of Contango Common Stock (whether vested or unvested) granted under Contango’s 2009 Plan and Contango’s 2005 Stock Incentive Plan (together, the “Contango Equity Plans”) that is outstanding immediately prior to the Contango Merger Effective Time (each, a “Contango Restricted Stock Award”) shall, at the Contango Merger Effective Time, automatically and without any action on the part of New PubCo, Contango or any holder thereof, fully vest and be converted into the right to receive from New PubCo a number of unrestricted shares of New PubCo Class A Common Stock (together with any cash to be paid in lieu of fractional shares of New PubCo Class A Common Stock) equal to the product of (x) the number of shares of Contango Common Stock subject to such Contango Restricted Stock Award immediately prior to the Contango Merger Effective Time and (y) the Exchange Ratio, reduced by any applicable tax withholding.

Contango Performance Stock Unit Awards: Immediately prior to the Contango Merger Effective Time, each award of performance stock units that corresponds to shares of Contango Common Stock (whether vested or unvested) granted under a Contango Equity Plan that is outstanding immediately prior to the Contango Merger Effective Time (each, a “Contango PSU Award”) shall, at the Contango Merger Effective Time, automatically and without any action on the part of New PubCo, Contango or any holder thereof, fully vest (with any performance-based vesting conditions for such awards held by then-current (as of Closing) employees of Contango and its subsidiaries deemed achieved at the maximum performance level) and be cancelled, and in exchange therefor, New PubCo shall issue to the holder thereof a number of shares of New PubCo Class A Common Stock (together with any cash to be paid in lieu of fractional shares of New PubCo Class A Common Stock) equal to the product of (x) the number of shares of Contango Common Stock subject to such Contango PSU Award immediately prior to the Contango Merger Effective Time and (y) the Exchange Ratio, reduced by any applicable tax withholding; provided, that, to the extent that, for any reason, Proposal No. 2 is not approved and insufficient shares remain available under Contango’s 2009 Plan

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to deem performance to have been achieved at the maximum performance level, then such Contango PSU Awards shall receive appropriate cash consideration, in lieu of such shares of New PubCo Class A Common Stock, as set forth under such Contango Equity Plan or the award agreement governing such Contango PSU Award (except that any performance-based vesting conditions shall be deemed achieved at the greater of the target performance level or actual performance through the Closing Date).

Contango Stock Option Awards: Immediately prior to the Contango Merger Effective Time, each option to purchase shares of Contango Common Stock (whether vested or unvested) granted under a Contango Equity Plan that is outstanding immediately prior to the Contango Merger Effective Time (each, a “Contango Stock Option Award”) that is out-of-the-money shall be cancelled for no consideration. Each Contango Stock Option Award that is in-the-money shall fully vest and be deemed exercised in a net exercise such that the holder of such Contango Stock Option Award shall receive a number of shares of Contango Common Stock equal to (x) the number of shares of Contango Common Stock subject to such Contango Stock Option Award immediately prior to the Contango Merger Effective Time, multiplied by (y) the excess of the fair market value of a share of Contango Common Stock minus the exercise price per share of Contango Common Stock subject to such Contango Stock Option Award, and then divided by (z) the fair market value of a share of Contango Common Stock (the “Net Exercise Shares”). All such Net Exercise Shares shall be deemed outstanding immediately prior to the Contango Merger Effective Time and entitled to receive the merger consideration (together with any cash to be paid in lieu of fractional shares of New PubCo Class A Common Stock), reduced by any applicable tax withholding.

For additional information regarding the treatment of Contango equity awards, please see “The Transaction Agreement—Treatment of Contango Equity-Based Awards.”

Additional information on voting procedures can be found under the section titled “Special Meeting.”

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If you are a registered stockholder of record and you return your signed proxy card but do not indicate your voting preference, the persons named in the proxy card will vote the shares represented by the proxy as recommended by the Contango Board. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Contango, or by voting in person at the Special Meeting, unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. If you hold your shares in the name of a broker, bank or other nominee and you do not instruct your broker, bank or nominee how to vote your shares, your broker may not vote your shares of Contango Common Stock, which will have the same effect as a vote “AGAINST” the Transaction Proposal but will have no effect on the Compensation Proposal.

Additional information on voting procedures can be found under the section titled “Special Meeting.”

If you are a beneficial holder of Contango Common Stock, you are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid “legal proxy” from your broker, bank or nominee.

Additional information on attending the Special Meeting can be found under the section titled “Special Meeting.”

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Shareholder of Record: If your shares are registered directly in your name with Contango’s transfer agent, you are considered the “shareholder of record” with respect to those shares. As a shareholder of record, you have the right to grant your voting proxy directly to us by submitting your vote by written proxy, telephone or the Internet, or to vote in person at the meeting.

Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the proxy materials are being forwarded to you by your broker, bank or nominee. As a beneficial owner, you have the right to direct your broker, bank or nominee as to how to vote your shares if you follow the instructions you receive from your broker, bank, or nominee. You are also invited to attend the Special Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Special Meeting unless you request, complete and deliver the proper documentation provided by your broker, bank or nominee and bring it with you to the Special Meeting.

You should instruct your broker, bank or other nominee how to vote your shares. Under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the Special Meeting. A broker non-vote will have the same effect as a vote “against” the approval and adoption of the Transaction Proposal and will not be voted either for or against the Contango LTIP Proposal or the Compensation Proposal. Additional information on voting procedures can be found under the section titled “Special Meeting.”

A beneficial owner of Contango Common Stock may change his, her or its voting instruction by submitting a new voting instruction to the broker, bank or other nominee that holds his, her or its shares of record or by requesting a “legal proxy” from such broker, bank or other nominee and voting in person at the Special Meeting. Additional information can be found under the section titled “Special Meeting.”

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Only holders of shares of Contango Common Stock at the effective time will become entitled to receive shares of New PubCo Class A Common Stock in connection with the Transactions. If you sell your shares of Contango Common Stock prior to the completion of the Transactions, you will not become entitled to receive shares of New PubCo Class A Common Stock by virtue of the Transactions.

Contango Oil & Gas Company

111 E. 5^th Street, Suite 300

Fort Worth, Texas 76102

(817) 529-0059

Attention: Corporate Secretary

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders: (877) 800-5187

Banks and Brokers: (212) 750-5833

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