Crescent Energy (CRGY) S-4/ARegistration of securities issued in business combination transactions (amended)

Crescent Energy Company (“Crescent”) and SilverBow Resources, Inc. (“SilverBow”) have entered into an agreement and plan of merger (which we refer to in this letter as the “merger agreement”), pursuant to which Crescent has agreed to acquire SilverBow through a series of mergers. If the mergers are completed, each issued and outstanding share of SilverBow common stock will be converted into the right to receive one of the following forms of consideration, at the election of the holder of such share of SilverBow common stock:

Each SilverBow stockholder may make an election, as described more fully in the joint proxy statement/prospectus accompanying this letter, as to the form of merger consideration it wishes to receive, pursuant to an election made and not revoked at least five business days prior to the closing date or such other date as Crescent and SilverBow mutually agree.

The market value of the non-cash portion of the merger consideration will fluctuate with the price of Crescent Class A common stock. Based on the closing price of Crescent Class A common stock on May 15, 2024, the last trading day before the public announcement of the signing of the merger agreement, the value of the per share merger consideration was approximately $38.28 if all stock was elected and $38.17 if a mix of stock and cash was elected. Based on the closing price of Crescent Class A common stock on                     , 2024, the last practicable date before the date of the joint proxy statement/prospectus accompanying this letter, the value of the per share merger consideration was approximately $            if all stock was elected and $            if a mix of stock and cash was elected. We urge you to obtain current stock price quotations for Crescent Class A common stock and SilverBow common stock. Crescent Class A common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CRGY” and SilverBow common stock is traded on the NYSE under the symbol “SBOW.”

Crescent stockholders as of the close of business on June 28, 2024 are invited to attend a special meeting of Crescent stockholders on July 29, 2024, at 10:00 a.m., Central Time at www.virtualshareholdermeeting.com/CRGY2024SM (with log-in beginning at 9:45 a.m., Central Time). Crescent stockholders will be able to attend the Crescent special meeting online and vote shares electronically at the meeting by going to www.virtualshareholdermeeting.com/CRGY2024SM and entering the 16-digit control number included on the proxy card or voting instruction form received by such stockholders. Because the Crescent special meeting is completely virtual and being conducted via live webcast, Crescent stockholders will not be able to attend the meeting in person. The Crescent special meeting is being held to consider and vote upon:

SilverBow stockholders as of the close of business on June 28, 2024 are invited to attend a virtual special meeting of SilverBow stockholders on July 29, 2024, which will be conducted exclusively via live webcast starting at 10:00 a.m. Central Time (with log-in beginning at 9:45 a.m. Central Time). SilverBow stockholders will be able to attend the SilverBow special meeting online and vote shares electronically at the meeting by going to www.virtualshareholdermeeting.com/SBOW2024SM and entering the 16-digit control number included on the proxy card or voting instruction form received by such stockholders. Because the SilverBow special meeting is completely virtual and being conducted via live webcast, SilverBow stockholders will not be able to attend the meeting in person. The SilverBow special meeting is being held to consider and vote upon:

Crescent and SilverBow will each hold a special meeting of their respective stockholders to consider certain matters relating to the mergers. Crescent and SilverBow cannot complete the mergers unless, among other things, Crescent stockholders approve the Crescent Issuance Proposal and SilverBow stockholders approve the SilverBow Merger Proposal. Concurrently with the execution of the merger agreement, certain stockholders of Crescent, who beneficially own in the aggregate approximately 43% of the outstanding shares of Crescent common stock and all shares of Crescent preferred stock entered into voting and support agreements with SilverBow, pursuant to which such stockholders have agreed, among other things, to vote all shares of Crescent capital stock beneficially owned by such stockholders in favor of the Crescent Issuance Proposal and the Crescent Adjournment Proposal.

Your vote is very important. To ensure your representation at your company’s special meeting, complete and return the applicable enclosed proxy card or submit your proxy by phone or the Internet. Please submit your proxy promptly whether or not you expect to attend your company’s special meeting. Submitting a proxy now will not prevent you from being able to vote at your company’s special meeting.

The joint proxy statement/prospectus accompanying this notice is also being delivered to SilverBow stockholders as Crescent’s prospectus for its offering of shares of Crescent Class A common stock to SilverBow stockholders in connection with the mergers.

The joint proxy statement/prospectus is dated           , 2024 and is first being mailed to stockholders of Crescent and stockholders of SilverBow on or about           , 2024.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Crescent Energy Company (“Crescent”) will be held on July 29, 2024, at 10:00 a.m., Central Time, at: www.virtualshareholdermeeting.com/CRGY2024SM, to consider and vote on the following proposals (the “Crescent Proposals”):

Crescent will transact no other business at the Crescent special meeting. Crescent stockholder approval of the Crescent Issuance Proposal is required to complete the mergers contemplated by the Merger Agreement (the “Mergers”). The record date for the Crescent special meeting has been set as June 28, 2024. Only Crescent stockholders of record as of the close of business on such record date are entitled to notice of, and to vote at, the Crescent special meeting or any adjournments and postponements of the Crescent special meeting. In order to virtually attend the Crescent special meeting, stockholders must register online at www.virtualshareholdermeeting.com/CRGY2024SM. As part of the registration process for the virtual meeting, you will need to enter the control number found on your proxy card, voting information form or notice you previously received. Those holding their shares through an intermediary, such as a bank, broker, or nominee, who want to participate should request a control number from their intermediary in advance of the meeting.

At a meeting held on May 15, 2024, the Crescent board of directors unanimously (i) determined the Merger Agreement and the transactions contemplated thereby, including the Mergers and the issuance of Crescent Class A Common Stock contemplated thereby (“Crescent Stock Issuance”), to be fair to, advisable and in the best interests of, Crescent and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers and the Crescent Stock Issuance, and (iii) directed that the Crescent Stock Issuance be submitted to the Crescent stockholders for approval at a meeting of such stockholders and resolved to recommend that the Crescent stockholders vote in favor of the approval of the Crescent Stock Issuance.

The Crescent Proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the Merger Agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a virtual special meeting of stockholders of SilverBow Resources, Inc. (“SilverBow”) will be held on July 29, 2024, at 10:00 a.m., Central Time, (with log-in beginning at 9:45 a.m. Central Time), at www.virtualshareholdermeeting.com/SBOW2024SM to consider and vote on the following proposals (the “SilverBow Proposals”):

At a meeting held on May 15, 2024, the SilverBow board of directors unanimously (i) determined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are in the best interests of, and are advisable to, SilverBow and its stockholders, (ii) approved and declared advisable the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement and (iii) recommended that the SilverBow stockholders adopt the Merger Agreement.

You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Crescent or SilverBow, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal offices are listed below.

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Crescent (File No. 333-280162), constitutes a prospectus of Crescent under Section 5 of the Securities Act, with respect to the shares of Crescent Class A Common Stock to be issued to SilverBow stockholders pursuant to the Merger Agreement.

This joint proxy statement/prospectus also constitutes a notice of meeting and proxy statement of each of Crescent and SilverBow under Section 14(a) of the Exchange Act.

Crescent has supplied all information contained or incorporated by reference herein relating to Crescent, and SilverBow has supplied all information contained or incorporated by reference herein relating to SilverBow. Crescent and SilverBow have both contributed to the information relating to the Mergers and the Merger Agreement contained in this joint proxy statement/prospectus.

Crescent and SilverBow have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference herein. Crescent and SilverBow take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This joint proxy statement/prospectus is dated           , 2024 and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to the stockholders of Crescent and stockholders of SilverBow, nor the issuance by Crescent of shares of Crescent Class A Common Stock pursuant to the Merger Agreement, will create any implication to the contrary.

All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars.

The following are answers to certain questions that you may have regarding the Special Meetings. Crescent and SilverBow urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus.

A:    You may receive more than one set of voting materials relating to the Crescent Special Meeting and/or the SilverBow Special Meeting if you hold shares of both Crescent Common Stock and SilverBow Common Stock or if you hold shares of Crescent Common Stock and/or SilverBow Common Stock in “street name” and also directly in your name as a holder of record or otherwise or if you hold shares of Crescent Common Stock and/or SilverBow Common Stock in more than one brokerage account.

If the Mergers are completed, each issued and outstanding eligible share of SilverBow Common Stock will be converted into the right to receive the Merger Consideration consisting of either the Cash Election Consideration, the Mixed Consideration or the Stock Election Consideration. The Exchange Ratio for each of the Mixed Consideration and the Stock Election Consideration is fixed, and there will be no adjustment to the Merger Consideration for changes in the market price of Crescent Class A Common Stock or SilverBow Common Stock prior to the completion of the Mergers.

The cash payable for the SilverBow Common Stock in the Mergers is subject to a $400,000,000 aggregate cap. Accordingly, there is no assurance that a SilverBow stockholder electing to receive the Cash Election Consideration or the Mixed Consideration will receive the form and amount of Merger Consideration that it elects with respect to all SilverBow Common Stock it holds, and they may instead receive a pro-rata amount of cash, shares of Crescent

Many of the conditions to completion of the Mergers are not within the control of Crescent and SilverBow, and neither company can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to November 15, 2024 (or May 14, 2025, if the Termination Date is extended in accordance with the terms of the Merger Agreement), it is possible that the Merger Agreement may be terminated. Although Crescent and SilverBow have agreed in the Merger Agreement to use reasonable best efforts, subject to certain limitations, to consummate the Mergers as promptly as practicable, these and other conditions to the consummation of the Mergers may fail to be satisfied. In addition, satisfying the conditions to and completion of the Mergers may take longer, and could cost more, than Crescent and SilverBow expect.

If the transactions contemplated by the Merger Agreement are not completed for any reason, Crescent’s and SilverBow’s respective ongoing businesses and financial results may be adversely affected and, without realizing any of the benefits of having completed the transactions, Crescent and SilverBow will be subject to a number of risks, including the following:

The Crescent Special Committee and the Crescent Board were each aware of the interests of Crescent’s affiliates at the time each recommended and approved, as the case may be, the Merger Agreement, including the Mergers. If you are a Crescent stockholder, these interests may cause Crescent’s directors and executive officers to view the Crescent Issuance Proposal differently and more favorably than you may view it. These interests are

Based on the number of issued and outstanding shares of Crescent Common Stock and SilverBow Common Stock as of                  , 2024, and the Exchange Ratios as set forth in the Merger Agreement it is expected that, on a fully-diluted basis, current Crescent stockholders will collectively own approximately 69% or 79%, respectively, and current SilverBow stockholders will collectively own approximately 21% or 31%, respectively, of the outstanding shares of Crescent Common Stock (without giving effect to any shares of Crescent Common Stock held by SilverBow stockholders prior to the Mergers, if any). As a result of the Mergers, current Crescent stockholders and current SilverBow stockholders will own a smaller percentage of the combined company than they currently own of Crescent and SilverBow respectively, and as a result will have less influence on the management and policies of Crescent post-Mergers than they now have on the management and policies of Crescent and SilverBow, as the case may be. In addition, Crescent may issue additional equity from time to time, including prior to the consummation of the Mergers.

Completion of the Mergers is conditioned upon the receipt of certain governmental approvals, including the expiration or termination of the waiting period under the HSR Act. Although each party has agreed to use its reasonable best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained and that the other conditions to completing the Mergers will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Mergers or require changes to the terms of the Merger Agreement or other agreements to be entered into in connection with the Merger Agreement. Under the terms of the Merger Agreement, Crescent has agreed to use its reasonable best efforts to lift any restraint, injunction or other legal bar to the Mergers.

However, under the terms of the Merger Agreement, Crescent and its subsidiaries will not be required to (i) divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, SilverBow and its subsidiaries, Crescent or its subsidiaries, or any of their respective businesses or assets, in each case if such divestiture or other action would, (A) reasonably be expected to, either individually or in the aggregate, have a material adverse effect on the business, financial condition or results of operations of Crescent and its subsidiaries (including SilverBow and its subsidiaries), taken as a whole after giving effect to the Closing, (B) require Crescent, SilverBow or any of their respective subsidiaries to divest of assets material to Crescent and its subsidiaries (including SilverBow and its subsidiaries), taken as a whole after giving effect to the Closing, in each case (A) and (B), that Crescent and its subsidiaries (including SilverBow and its subsidiaries) taken as a whole after giving effect the Closing, will be deemed to be a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of SilverBow and its subsidiaries, taken as a whole, as of the date of the Merger Agreement), (C) require Crescent or its subsidiaries (including at or after the Closing, SilverBow or its subsidiaries) to provide prior notice to, or to obtain prior approval from, any governmental entity with respect to any transactions following the Closing or (D) with respect to any divestiture of assets of Crescent or its subsidiaries, cause the condition precedent to the funding of the debt financing set forth in the Commitment Letter to fail to be satisfied.

Completion of the Mergers is also conditioned upon the authorization for listing of Crescent Class A Common Stock to be issued in connection with the Mergers on the NYSE. Although Crescent has agreed to use reasonable best efforts to file a subsequent listing application with the NYSE to obtain the requisite stock exchange approval, there can be no assurance that such approval will be obtained or that the other conditions to completing the Mergers will be satisfied.

In connection with the pendency of the Mergers, it is possible that certain persons with whom Crescent and SilverBow have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Crescent or SilverBow, as the case may be, as a result of the Mergers, which could negatively affect Crescent’s or SilverBow’s revenues, earnings and cash flows, as well as the market price of Crescent Class A Common Stock or SilverBow Common Stock, regardless of whether the Mergers are completed.

The Merger Agreement contains certain provisions that restrict SilverBow’s and Crescent’s ability to initiate, solicit or knowingly encourage or knowingly facilitate any inquiries, proposals, or offers regarding, or the making of an acquisition proposal, engage in any discussions or negotiations with respect to an acquisition proposal or furnish any non-public information or access to its assets to any person in connection with an acquisition proposal, or enter into any letter of intent or agreement in principle concerning an acquisition proposal. In addition, the other party generally has an opportunity to offer to modify the terms of the transactions contemplated by the Merger Agreement in response to any third-party alternative transaction proposal before a party’s board of directors may change, withdraw, modify, or qualify its recommendation with respect to the SilverBow Merger Proposal or the Crescent Issuance Proposal, as applicable. In some circumstances, upon termination of the Merger Agreement, SilverBow or Crescent will be required to pay a termination fee of $30.5 million or $61.0 million, respectively, to the other party.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of SilverBow or Crescent or pursuing an alternative transaction with either entity from considering or proposing such a transaction. In SilverBow’s case, the provisions could discourage a potential third-party acquiror or merger partner that was prepared to pay consideration with a higher per share price than the per share price proposed to be received in the Mergers, or might result in a potential third-party acquiror or merger partner proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee that is payable in certain circumstances.

Whether or not the Mergers are completed, the announcement and pendency of the Mergers could disrupt the businesses of Crescent or SilverBow. Crescent and SilverBow are dependent on the experience and industry knowledge of their senior management and other key employees to execute their business plans. Crescent’s success after the Mergers will depend in part upon the ability of Crescent and SilverBow to retain key management personnel and other key employees in advance of the Mergers, and of the combined company’s ability to do so following the Mergers. Current and prospective employees of Crescent and SilverBow may experience uncertainty about their roles within the combined company following the Mergers, which may have an adverse effect on the current ability of each of Crescent and SilverBow to attract or retain key management and other key personnel or the ability of the combined company to do so following the Mergers.

No assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of Crescent and SilverBow to the same extent that such companies have previously been able to attract or retain employees. In addition, following the Mergers, Crescent might not be able to locate suitable replacements for any such key employees who leave Crescent or SilverBow or offer employment to potential replacements on satisfactory terms.

Each of Crescent and SilverBow has incurred and expects to continue to incur a number of non-recurring costs associated with the Mergers, many of which are payable regardless of whether or not the Mergers are completed. These fees and costs have been, and will continue to be, substantial. These costs include, among others, employee retention costs, fees paid to legal, accounting and financial advisors, severance and benefit costs, fees related to regulatory filings and notices, filing fees and printing and mailing fees. Crescent and SilverBow will also incur transaction fees and costs related to the integration of the companies, which may be substantial. Moreover, each

The costs described above, as well as other unanticipated costs and expenses, could have an adverse effect on the financial condition and operating results of Crescent, SilverBow or, following the completion of the Mergers, the combined company.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Crescent’s and SilverBow’s respective liquidity and financial condition. Lawsuits that may be brought against the parties to the Merger Agreement or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Mergers. If a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers, then that injunction may delay or prevent the Mergers from being completed, which may adversely affect Crescent’s and SilverBow’s respective business, financial position and results of operation.

One of the conditions to the Closing is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the Closing. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers, then that injunction may delay or prevent the Mergers from being completed within the expected timeframe or at all, which may adversely affect Crescent’s and SilverBow’s respective business, financial position and results of operations.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, SilverBow stockholders will not have rights to an appraisal of the fair value of their shares of SilverBow Common Stock in connection with the Mergers because, subject to the applicable elections made by such stockholders, they are entitled to receive shares of Crescent Class A Common Stock and Crescent Class A Common Stock is expected to continue to be traded on the NYSE during the pendency of and following the effectiveness of the Mergers.

Each of Crescent and SilverBow has received opinions from their respective financial advisors in connection with the signing of the Merger Agreement, but has not obtained any updated opinion from their respective financial advisors as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of Crescent or SilverBow, general market and economic conditions and other factors that may be beyond the control of Crescent or SilverBow and, on which the companies’ respective financial advisors’ opinions were based, may significantly alter the value of Crescent or SilverBow or the prices of the shares of Crescent Class A Common Stock or SilverBow Common Stock by the time the Mergers are completed. The opinions do not speak as of the time the Mergers will be completed or as of any date other than the date of such opinions. Because neither Crescent nor SilverBow currently anticipates asking its respective financial advisors to update their opinions, the opinions will not address the fairness of the Merger Consideration from a financial point of view at the time the Mergers are completed. The Crescent Board’s recommendation that Crescent stockholders vote in favor of the Crescent Issuance Proposal and the SilverBow Board’s recommendation that SilverBow stockholders vote in favor of the SilverBow Merger Proposal, however, are made as of the date of this joint proxy statement/prospectus.

The Mergers involve numerous operational, strategic, financial, accounting, legal, tax and other risks, including potential liabilities associated with the acquired business. Difficulties in integrating SilverBow into Crescent, and Crescent’s ability to manage the combined company, may result in the combined company performing differently than expected, in operational challenges or in the delay or failure to realize anticipated expense-related efficiencies, and could have an adverse effect on the financial condition, results of operations or cash flows on Crescent. Potential difficulties that may be encountered in the integration process include, among other factors:

The Series I Preferred Stockholder is expected to retain these rights until it ceases to own more than 14,369,367 shares of Crescent Common Stock, subject to certain exceptions. As a result, SilverBow stockholders will have less ability to influence Crescent’s business than previously under SilverBow’s corporate structure.

Following completion of the Mergers, the size of the business of Crescent will increase significantly beyond the current size of Crescent’s existing business. Crescent’s future success will depend, in part, on its ability to manage this expanded business, which poses numerous risks and uncertainties, including the need to integrate the operations and business of SilverBow into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business partners. Failure to successfully manage the combined company may have an adverse effect on Crescent’s financial condition, results of operations or cash flows.

The unaudited pro forma financial statements contained in this joint proxy statement/prospectus are presented for illustrative purposes only and are not an indication of what the combined company’s financial condition or results of operations will be following the Mergers. The actual financial position and results of operations of the combined company following the Mergers may be different, possibly materially, from the unaudited pro forma financial statements included in this joint proxy statement/prospectus for several reasons. The unaudited pro forma

Former SilverBow stockholders and current Crescent stockholders may not wish to continue to invest in the additional operations of the combined company, or for other reasons may wish to dispose of some or all of their interests in the combined company, and as a result may seek to sell their shares of Crescent Class A Common Stock. Shares of Crescent Class A Common Stock that are issued to current holders of SilverBow Common Stock in the Mergers will be freely tradable by such stockholders without restrictions or further registration under the Securities Act, provided, however, that any stockholders who are affiliates of Crescent will be subject to the resale restrictions of Rule 144 under the Securities Act. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of Crescent Common Stock, may affect the market for, and the market price of, Crescent Class A Common Stock in an adverse manner. Based on the number of shares of SilverBow Common Stock outstanding as of                    , 2024, and the Exchange Ratios provided for in the Merger Agreement, current Crescent stockholders will collectively own approximately 69% to 79% and current SilverBow stockholders will collectively own approximately 21% to 31% of the outstanding shares of Crescent Common Stock. As of the date of this joint proxy statement/prospectus, Crescent had approximately            shares of Crescent Class A Common Stock issued and outstanding and approximately            shares of Crescent Class B Common Stock reserved for issuance.

If the Mergers are completed and stockholders of Crescent, including former SilverBow stockholders, sell substantial amounts of Crescent Class A Common Stock in the public market following the Closing, the market price of Crescent Class A Common Stock may decrease. These sales might also make it more difficult for Crescent to raise capital by selling equity or equity-related securities at a time and price that it otherwise would deem appropriate.

Upon completion of the Mergers, holders of SilverBow Common Stock will become holders of shares of Crescent Class A Common Stock. The market price of Crescent Class A Common Stock may fluctuate significantly following completion of the Mergers, including if Crescent does not achieve the perceived benefits of the Mergers as rapidly, or to the extent anticipated by, financial analysts or the effect of the Mergers on Crescent’s financial results is not consistent with the expectations of financial analysts. If the price of Crescent Class A Common Stock decreases after the Mergers, holders of SilverBow Common Stock will lose some or all of the value of their investment in Crescent Class A Common Stock. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the Crescent Class A Common Stock, regardless of Crescent’s actual operating performance.

To mitigate its exposure to changes in commodity prices, SilverBow hedges oil, natural gas liquids and natural gas prices from time to time, primarily through the use of certain derivative commodity instruments. If Crescent assumes existing SilverBow hedges, Crescent will bear the economic impact of all of SilverBow’s current hedges following the completion of the Mergers. Actual crude oil, natural gas and natural gas liquids prices may differ from the combined company’s expectations and, as a result, such hedges could have a negative impact on Crescent’s business.

As a result of the acquisition of SilverBow and its Eagle Ford assets, Crescent may be disproportionately exposed to various factors associated with greater concentration in a single basin, including, among others: (i) the impact of regional supply and demand factors, (ii) delays or interruptions of production from wells in such basin caused by governmental regulation, (iii) processing or transportation capacity constraints, (iv) market limitations, (v) availability of equipment and personnel, (vi) water shortages or other drought related conditions or (vii) interruption of the processing or transportation of crude oil, NGL or natural gas. The increased concentration of Crescent’s assets in Eagle Ford also increases its exposure to changes in local laws and regulations, certain lease stipulations designed to protect wildlife and unexpected events that may occur in the basin such as natural disasters, adverse weather, seismic events, industrial accidents or labor difficulties. Any one of these factors has the potential to cause producing wells to be shut-in, delay operations, decrease cash flows, increase operating and capital costs and prevent development of lease inventory before expirations. Any of the risks described above could have a material adverse effect on Crescent’s business, financial condition, results of operations and cash flow.

Under the acquisition method of accounting, the total purchase price will be allocated to SilverBow’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Mergers. The excess of the purchase price over those fair values, if any, will be recorded as goodwill. To the extent the value of any goodwill or intangibles becomes impaired, the combined company may be required to incur material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

Section 382 of the Code (“Section 382”) generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382). An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of such corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. In the event that an ownership change occurs, utilization of the relevant corporation’s NOLs would be subject to an annual limitation under Section 382, generally determined, subject to certain adjustments, by multiplying (i) the fair market value of such corporation’s stock at the time of the ownership change by (ii) a percentage approximately equivalent to the yield on long-term tax-exempt bonds during the month in which the ownership change occurs. Any unused annual limitation may be carried over to later years.

In August 2022, SilverBow experienced an ownership change, and SilverBow is expected to undergo an additional ownership change as a result of the Mergers. Accordingly, Crescent’s utilization of SilverBow’s NOL carryforwards will be subject to one or more annual limitations under Section 382 (calculated as described above). These annual limitations with respect to SilverBow’s NOL carryforwards could result in a portion of SilverBow’s NOL carryforwards expiring prior to their utilization.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither SilverBow nor Crescent assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimates depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development program. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.

Crescent 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 low-risk, high-return development locations in the Eagle Ford and Uinta basins.

SilverBow is the Eagle Ford’s largest independent oil and gas company, headquartered in Houston. SilverBow’s proven strategy to create value is focused on acquiring and developing assets in South Texas where it has assembled approximately 220,000 net acres in the Eagle Ford and Austin Chalk. SilverBow’s average operated interest is 82% which allows SilverBow to control how it prioritizes development across its acreage position. SilverBow is differentiated from its peers through a diverse portfolio of assets that provides commodity optionality. SilverBow’s results are enhanced with the Eagle Ford's proximity to premium Gulf Coast markets, which allows SilverBow to capture higher margins.

Artemis Holdings is a direct, wholly owned subsidiary of Crescent that was incorporated in Delaware on April 29, 2024. Upon the completion of the Mergers, Artemis Holdings will continue to be a direct, wholly owned subsidiary of Crescent.

Merger Sub Inc. is a direct, wholly owned subsidiary of Crescent that was incorporated in Delaware on April 29, 2024. Upon the completion of the Initial Merger, Merger Sub Inc. will cease to exist. Merger Sub Inc. was formed for the sole purpose of effecting the Mergers.

Merger Sub LLC is an indirect, wholly owned subsidiary of Crescent and a direct, wholly owned subsidiary of Artemis Holdings that was organized in Delaware on April 29, 2024. Immediately following the completion of the Mergers, Merger Sub LLC will be a direct, wholly owned subsidiary of Artemis Holdings.

The Crescent Special Meeting will be held on July 29, 2024, at 10:00 a.m., Central Time (with log-in beginning at 9:45 a.m., Central Time), at the following address: www.virtualshareholdermeeting.com/CRGY2024SM.

The purpose of the Crescent Special Meeting is to consider and vote on the Crescent Issuance Proposal and the Crescent Adjournment Proposal. Crescent will transact no other business at the Crescent Special Meeting.

Under Section 312.03 of the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of shares of common stock, or of securities convertible into or exercisable for common stock in any transaction or series of related transactions, if:

Because the aggregate number of shares of Crescent Class A Common Stock issuable as Stock Election Consideration or Mixed Consideration in the Mergers would represent greater than each of the foregoing thresholds, stockholder approval of the Crescent Stock Issuance is required under the NYSE rules and regulations.

Only holders of record of issued and outstanding shares of Crescent Common Stock as of the close of business on June 28, 2024, the record date for the Crescent Special Meeting, are entitled to notice of, and to vote at, the Crescent Special Meeting or any adjournment or postponement of the Crescent Special Meeting.

As of the close of business on the Crescent Record Date, there were            shares of Crescent Class A Common Stock and             shares of Crescent Class B Common Stock issued and outstanding and entitled to vote at the Crescent Special Meeting. You may cast one vote on the Crescent Issuance Proposal for each share of Crescent Common Stock that you held as of the close of business on the Crescent Record Date.

A complete list of Crescent stockholders entitled to vote at the Crescent Special Meeting will be available for inspection at Crescent’s principal place of business during regular business hours for a period of no less than ten days before the Crescent Special Meeting and during the Crescent Special Meeting.

A quorum of Crescent stockholders is the minimum number of stockholders necessary to hold a valid meeting. The presence at the Crescent Special Meeting, virtually or by proxy, of the holders of a majority of the voting power of the outstanding Crescent Common Stock constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote for any proposal or vote to “abstain” in respect of any proposal, your shares of Crescent Common Stock will be counted for purposes of determining whether a quorum is present for the transaction of business at the Crescent Special Meeting. Virtual attendance at the Crescent Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Crescent Special Meeting.

Executed but unvoted proxies will be voted in accordance with the recommendations of the Crescent Board on such proposal.

Crescent stockholders, whether holding shares directly as stockholders of record or beneficially in “street name,” may submit their proxies on the Internet by going to the web address provided on the enclosed proxy card and following the instructions for Internet voting, by phone using the toll-free phone number listed on the enclosed proxy card, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Crescent stockholders of record may vote their shares virtually by ballot at the Crescent Special Meeting or by submitting their proxies:

Crescent stockholders who hold their shares in “street name” by a broker, bank or other nominee should refer to the proxy card, voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

The Crescent Special Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. Shares held directly in your name as stockholder of record may be voted virtually at the Crescent Special Meeting. Even if you plan to attend the Crescent Special Meeting, the Crescent Board recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Crescent Special Meeting.

To participate in the Crescent Special Meeting, visit www.virtualshareholdermeeting.com/CRGY2024SM and enter the control number on the proxy card, voting instruction form or notice you received. Online check-in will begin at 9:45 a.m., Central Time. Please allow time for online check-in procedures. Crescent stockholders will be able to attend the Crescent Special Meeting online and vote shares electronically at the meeting by going to www.virtualshareholdermeeting.com/CRGY2024SM and entering the 16-digit control number included on the proxy card or voting instruction form received by such stockholders. Because the Crescent Special Meeting is completely virtual and being conducted via live webcast, Crescent stockholders will not be able to attend the Crescent Special Meeting in person.

The virtual meeting format uses technology designed to increase shareholder access, save Crescent and Crescent stockholders time and money, and provide Crescent stockholders rights and opportunities to participate in the Crescent Special Meeting similar to what they would have at an in-person meeting. In addition to online attendance, Crescent provides stockholders with an opportunity to hear all portions of the Crescent Special Meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the Crescent Special Meeting.

If you are a beneficial holder, you will receive separate voting instructions from your broker, bank or other nominee explaining how to vote your shares. If your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the Crescent Special Meeting, your shares may be voted virtually at the Crescent Special Meeting. Even if you plan to attend the Crescent Special Meeting, the Crescent Board recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Crescent Special Meeting.

Whether you hold your shares of Crescent Common Stock directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without attending the Crescent Special Meeting. You can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card.

If you have any questions about how to vote or direct a vote in respect of your shares of Crescent Common Stock, you may contact D.F. King & Co., Inc., Crescent’s proxy solicitor, toll-free at (800) 967-0271 or, for brokers and banks, collect at (212) 269-5550.

At any meeting at which a quorum of stockholders is not present, virtually or represented by proxy, the holders of a majority of shares of outstanding stock of Crescent virtually present or represented by proxy may adjourn the meeting. At the adjourned meeting, Crescent may transact any business which might have been transacted at the original meeting.

Under the Merger Agreement, Crescent is required to adjourn or postpone the Crescent Special Meeting, if at the time of the Crescent Special Meeting, there are insufficient shares of Crescent Common Stock represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the Crescent Special

The enclosed proxy card is being solicited by Crescent and the Crescent Board. In addition to solicitation by mail, Crescent’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

Crescent has retained D.F. King & Co., Inc. to assist in the solicitation process. Crescent will pay D.F. King & Co., Inc. a fee of approximately $15,000, as well as reasonable and documented out-of-pocket expenses. Crescent also has agreed to indemnify D.F. King & Co., Inc. against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Crescent will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Crescent Common Stock held of record by such nominee holders. Crescent will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Crescent stockholders are not entitled to dissenters’ or appraisal rights in connection with the issuance of shares of Crescent Class A Common Stock as contemplated by the Merger Agreement.

If you need assistance in completing your proxy card or have questions regarding the Crescent Special Meeting, contact:

As of the Crescent Record Date, Crescent directors and executive officers, as a group, owned and were entitled to vote            shares of Crescent Common Stock, or approximately           % of the total outstanding shares of Crescent Common Stock as of the Crescent Record Date.

You are entitled to attend the Crescent Special Meeting only if you were a stockholder of record of Crescent at the close of business on the Crescent Record Date or you held your shares of Crescent beneficially in the name of a broker, bank or other nominee as of the Crescent Record Date, or you hold a valid proxy for the Crescent Special Meeting. To participate in the Crescent Special Meeting, visit www.virtualshareholdermeeting.com/CRGY2024SM and enter the control number on the proxy card, voting instruction form or notice you received. Online check-in will begin at 9:45 a.m., Central Time. Please allow time for online check-in procedures.

If you were a stockholder of record of Crescent at the close of business on the Crescent Record Date and wish to attend the Crescent Special Meeting, so indicate on the appropriate proxy card or as prompted by the phone or Internet voting system. Your name will be verified against the list of stockholders of record prior to your being admitted to the Crescent Special Meeting.

Within four business days following the Crescent Special Meeting, Crescent intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, Crescent will report the preliminary voting results on a Current Report on Form 8-K at that

Under Section 312.03 of the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of shares of common stock, or of securities convertible into or exercisable for common stock in any transaction or series of related transactions, if:

Because the aggregate number of shares of Crescent Class A Common Stock issuable as Stock Election Consideration or Mixed Consideration in the Mergers would represent greater than each of the foregoing thresholds, stockholder approval of the Crescent Stock Issuance is required under the NYSE rules and regulations. If the Mergers are completed pursuant to the Merger Agreement, Crescent expects to issue up to approximately 81.6 million shares of Crescent Class A Common Stock, assuming the minimum amount of cash consideration is paid as Merger Consideration, which is equal to approximately 46% of the shares of Crescent Common Stock outstanding before such issuance. It is a condition to the completion of the Mergers that Crescent stockholders approve the issuance of shares of Crescent Class A Common Stock in the Mergers. In the event the Crescent Issuance Proposal is not approved by Crescent stockholders, the Mergers will not be completed.

In the event the Crescent Issuance Proposal is approved by Crescent stockholders, but the Merger Agreement is terminated (without the Mergers being completed) prior to the issuance of shares of Crescent Class A Common Stock pursuant to Merger Agreement, Crescent will not issue any shares of Crescent Class A Common Stock as a result of the approval of the Crescent Issuance Proposal.

The special meeting of SilverBow stockholders will be a virtual-only meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/SBOW2024SM starting at 10:00 a.m. Central Time (with log-in beginning at 9:45 a.m. Central Time) on July 29, 2024. You will be able to attend the SilverBow Special Meeting and vote your shares electronically during the meeting by going to www.virtualshareholdermeeting.com/SBOW2024SM and entering the 16-digit control number included on the proxy card or voting instruction form that you received. Because the SilverBow Special Meeting is completely virtual and being conducted via live webcast, SilverBow stockholders will not be able to attend the meeting in person.

At the SilverBow Special Meeting, SilverBow stockholders will be asked to consider and vote on the following:

Completion of the Mergers is conditioned on approval by SilverBow stockholders of the SilverBow Merger Proposal, but not on approval by SilverBow stockholders of the SilverBow Advisory Compensation Proposal or the SilverBow Adjournment Proposal. SilverBow will transact no other business at the SilverBow Special Meeting.

The SilverBow Board unanimously recommends that SilverBow stockholders vote:

The record date for the SilverBow Special Meeting is June 28, 2024. Only record holders of shares of SilverBow Common Stock at the close of business on such date are entitled to notice of, and to vote at, the SilverBow Special Meeting or any adjournment or postponement of the SilverBow Special Meeting.

At the close of business on the SilverBow Record Date, the only issued and outstanding voting securities of SilverBow entitled to vote at the SilverBow Special Meeting were            shares of SilverBow Common Stock. Each share of SilverBow Common Stock outstanding on the SilverBow Record Date for the SilverBow Special Meeting is entitled to one vote on each SilverBow Proposal and any other matter coming before the SilverBow Special Meeting.

A complete list of the SilverBow stockholders entitled to vote at the SilverBow Special Meeting will be available for inspection by any SilverBow stockholder for any purpose germane to the SilverBow Special Meeting during ordinary business hours for the ten days preceding the SilverBow Special Meeting at 920 Memorial City Way, Suite 850, Houston, Texas 77024 and will also be available during the virtual SilverBow Special Meeting for examination by any stockholder present at such meeting.

A quorum of SilverBow stockholders is necessary for SilverBow to hold a valid meeting. The presence at the SilverBow Special Meeting of the holders of a majority of the voting power of the outstanding shares of SilverBow Common Stock entitled to vote at the SilverBow Special Meeting, virtually present or represented by proxy, constitutes a quorum. Virtual attendance at the SilverBow Special Meeting constitutes presence in person for purposes of determining the presence of a quorum for the transaction of business at the SilverBow Special Meeting.

If you submit a properly executed proxy card, even if you do not vote for any SilverBow Proposal or even if you vote to “abstain” in respect of any SilverBow Proposal, your shares of SilverBow Common Stock will be counted for purposes of determining whether a quorum is present for the transaction of business at the SilverBow Special Meeting. Because it is expected that all of the matters to be voted on at the SilverBow Special Meeting will be non-routine under NYSE rules, brokers will not have discretionary authority to vote on any such proposal; therefore, if you do not provide voting instructions to your broker, bank or other nominee, your shares will not count towards determining whether a quorum is present and your shares of SilverBow Common Stock will not be voted on any such proposal. However, if a broker non-vote occurs because you are a beneficial owner of SilverBow Common Stock and provide your broker, bank or other nominee with instructions to vote on one SilverBow Proposal but not on the other SilverBow Proposals, your shares of SilverBow Common Stock will be treated as present for purposes of determining the presence of a quorum at the SilverBow Special Meeting.

Executed but unvoted proxies will be voted in accordance with the recommendations of the SilverBow Board.

SilverBow stockholders, whether holding shares directly as stockholders of record or beneficially in “street name,” may submit their proxies on the Internet by going to the web address provided on the enclosed proxy card and following the instructions for Internet voting, by phone using the toll-free phone number listed on the enclosed proxy card, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

SilverBow stockholders of record may vote their shares virtually at the SilverBow Special Meeting or by submitting their proxies:

SilverBow stockholders who hold their shares in “street name” by a broker, bank or other nominee should refer to the proxy card, voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

Shares held directly in your name as stockholder of record may be voted virtually at the SilverBow Special Meeting by entering by your unique 16-digit control number. Even if you plan to attend the SilverBow Special Meeting, the SilverBow Board recommends that you submit your proxy in advance as described below so that your vote will be counted if you later decide not to attend the SilverBow Special Meeting.

If you are a beneficial holder, you will receive separate voting instructions from your broker, bank or other nominee explaining how to vote your shares. You may cast your vote electronically during the SilverBow Special Meeting using the 16-digit control number found on your voting instruction form. If you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number.

Whether you hold your shares of SilverBow Common Stock directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without attending the SilverBow Special Meeting. You can vote by proxy by phone, the Internet or mail by following the instructions provided in your proxy card.

If you have any questions about how to vote or direct a vote in respect of your shares of SilverBow Common Stock, you may contact Innisfree M&A Incorporated, SilverBow’s proxy solicitor, toll-free at (877) 825-8793 or, for brokers and banks, collect at (212) 750-5833.

The chairperson of the SilverBow Special Meeting or, if directed by such chairperson, the majority of the shares of SilverBow Common Stock virtually present or represented by proxy, may adjourn the SilverBow Special Meeting from time to time, whether or not there is a quorum at the SilverBow Special Meeting. At the adjourned meeting, SilverBow may transact any business which might have been transacted at the original meeting.

Under the Merger Agreement, SilverBow is required to adjourn or postpone the SilverBow Special Meeting, if at the time of the SilverBow Special Meeting, there are insufficient shares of SilverBow Common Stock represented to constitute a quorum necessary to conduct the business of the SilverBow Special Meeting or SilverBow has not received sufficient proxies to approve the SilverBow Merger Proposal, whether or not a quorum is present. The Merger Agreement also requires SilverBow to adjourn or postpone the SilverBow Special Meeting if, after consultation with Crescent, reasonable additional time is necessary to ensure that any supplement or amendment to this joint proxy statement/prospectus is delivered in accordance with applicable law. Notwithstanding the foregoing, the Merger Agreement provides that the SilverBow Special Meeting may not be adjourned or postponed to a date on or after three business days prior to the Termination Date nor for more than ten business days in the aggregate without the prior written consent of Crescent.

If you are the record holder of SilverBow Common Stock, you can change your vote or revoke your proxy at any time before your proxy is voted at the SilverBow Special Meeting. You can do this by:

A registered stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

If your shares are held in “street name” through a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or nominee in accordance with its established procedures. If your shares are held in the name of a broker, bank or other nominee, you may also revoke your proxy by attending the SilverBow Special Meeting, using your unique 16-digit control number and voting your shares online during the meeting.

The enclosed proxy card is being solicited by SilverBow and the SilverBow Board. In addition to solicitation by mail, SilverBow’s directors, officers and employees may solicit proxies in person, by phone, by email or online. These persons will not be specifically compensated for conducting such solicitation.

SilverBow has retained Innisfree M&A Incorporated to assist in the solicitation process. SilverBow will pay Innisfree M&A Incorporated a fee of approximately $50,000 plus a discretionary fee for such consulting, analytic and proxy solicitation services, as well as reasonable and documented out-of-pocket expenses. SilverBow also has agreed to indemnify Innisfree M&A Incorporated against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

SilverBow will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of SilverBow Common Stock held of record by such nominee holders. SilverBow will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Under Delaware law, SilverBow stockholders are not entitled to dissenters’ or appraisal rights in connection with the Mergers.

The matters to be considered at the SilverBow Special Meeting are of great importance to SilverBow stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated

If you need assistance in completing your proxy card or have questions regarding the SilverBow Special Meeting, contact:

As of the SilverBow Record Date, SilverBow directors and executive officers, as a group, owned and were entitled to vote            shares of SilverBow Common Stock, or approximately           % of the total outstanding shares of SilverBow Common Stock.

You are entitled to virtually attend the SilverBow Special Meeting only if you were a stockholder of record of SilverBow at the close of business on the SilverBow Record Date or you held your shares of SilverBow beneficially in the name of a broker, bank or other nominee as of the SilverBow Record Date, or you hold a valid proxy for the SilverBow Special Meeting. Because the SilverBow Special Meeting is completely virtual and being conducted via live webcast, you will not be able to attend the meeting in person.

If you were a stockholder of record of SilverBow at the close of business on the SilverBow Record Date , you will be able to attend the SilverBow Special Meeting and vote your shares electronically during the meeting by going to www.virtualshareholdermeeting.com/SBOW2024SM and entering the 16-digit control number included on the proxy card that you received.

If a broker, bank or other nominee is the record owner of your shares of SilverBow Common Stock, you will be able to attend the SilverBow Special Meeting and vote your shares electronically during the meeting by going to www.virtualshareholdermeeting.com/SBOW2024SM and entering the 16-digit control number included on the voting instruction form that you received from your broker, bank or other nominee, as applicable.

Within four business days following the SilverBow Special Meeting, SilverBow intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, SilverBow will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

Under the Merger Agreement, approval of the SilverBow Merger Proposal is a condition to the completion of the Mergers. If the SilverBow Merger Proposal is not approved, the Mergers will not be completed even if the SilverBow Proposals related to the Mergers are approved.

As an advisory vote, the SilverBow Advisory Compensation Proposal is not binding upon SilverBow or the SilverBow Board or Crescent or the Crescent Board, and approval of this proposal is not a condition to completion of the Mergers and is a vote separate and apart from the SilverBow Merger Proposal and the SilverBow Adjournment Proposal. You may vote to approve the SilverBow Merger Proposal and the SilverBow Adjournment Proposal and vote not to approve the SilverBow Advisory Compensation Proposal, and vice versa. If the Mergers are completed, the applicable compensation related to the Mergers will be paid to SilverBow’s named executive officers to the extent payable in accordance with the Merger Agreement or the terms of the applicable compensation agreements and arrangements even if SilverBow stockholders vote against the approval of the SilverBow Advisory Compensation Proposal. However, SilverBow seeks the support of its stockholders and believes that stockholder support is appropriate because SilverBow has a comprehensive executive compensation program designed to link the compensation of its executives with SilverBow’s performance and the interests of SilverBow’s stockholders. Accordingly, holders of shares of SilverBow Common Stock are being asked to vote on the following resolution:

If SilverBow fails to receive a sufficient number of votes to approve the SilverBow Merger Proposal, SilverBow may propose to adjourn the SilverBow Special Meeting, even if a quorum is present, for the purpose of soliciting additional proxies to approve the SilverBow Merger Proposal.

This discussion of the Mergers is qualified in its entirety by reference to the Merger Agreement, which is attached to this joint proxy statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire Merger Agreement carefully as it is the legal document that governs the Mergers.

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions set forth therein, (i) at the Initial Merger Effective Time, Merger Sub Inc., a wholly owned subsidiary of Crescent will merge with and into SilverBow, with SilverBow surviving the merger, and (ii) immediately following the Initial Merger, the Initial Surviving Corporation will merge with and into Merger Sub LLC, an indirect, wholly owned subsidiary of Crescent and a direct, wholly owned subsidiary of Artemis Holdings, with Merger Sub LLC surviving the merger. Promptly following the completion of the Mergers, Crescent intends to cause the SilverBow business to be contributed to OpCo and then cause the SilverBow business to be further contributed to. Crescent Finance.

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL and DLLCA, as applicable, each share of SilverBow Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time (other than the Excluded Shares), will be converted into the right to receive, pursuant to an election that has been made and not revoked or lost prior to the Election Deadline, one of the following forms of consideration:

In the event of a failure to deliver, or the revocation or loss of, an election prior to the Election Deadline, a SilverBow stockholder will receive 3.125 shares of Crescent Class A Common Stock per share of SilverBow Common Stock.

The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of Crescent and SilverBow. The following is a summary of the events leading up to the signing of the Merger Agreement and the key meetings, negotiations, discussions and actions by and between Crescent and SilverBow and their respective advisors that preceded the public announcement of the transaction; it does not purport to catalogue every conversation or interaction among representatives of Crescent, SilverBow and other parties.

In the second half of 2022, representatives of SilverBow began engaging in discussions with representatives of Kimmeridge Energy Management Company, LLC (“Kimmeridge”), a significant SilverBow stockholder, with respect to a potential transaction in connection with Kimmeridge’s acquisition of Laredo Energy assets.

On October 26, 2022, David Rockecharlie, the Chief Executive Officer of Crescent, met with Marcus C. Rowland, the Chairman of the SilverBow Board, and Sean C. Woolverton, the Chief Executive Officer of SilverBow, to discuss a general overview of the strategies and assets of both Crescent and SilverBow.

On January 17, 2023, Ben Dell, a Managing Partner of Kimmeridge, delivered to Messrs. Rowland and Woolverton a written proposal (the “Kimmeridge January 17 Proposal”) to acquire all of the outstanding shares of SilverBow Common Stock not already owned by Kimmeridge at a cash price of $34.00 per share, which Mr. Woolverton then delivered to the SilverBow Board. The Kimmeridge January 17 Proposal stated that Kimmeridge had sufficient capital to fund the purchase price and transaction expenses and that the transaction would not be subject to any financing contingencies.

The SilverBow Board held meetings on January 17, 2023, February 9, 2023 and February 13, 2023, at which members of SilverBow senior management and representatives of BofA Securities, financial advisor to SilverBow, and Gibson, Dunn & Crutcher LLP, outside legal advisor to SilverBow (“Gibson Dunn”), were present to discuss the Kimmeridge January 17 Proposal and a potential counteroffer. Each of BofA Securities and Gibson Dunn was engaged to serve as SilverBow’s financial and legal advisor, respectively, on a potential transaction with Kimmeridge based on their expertise and experience with similar transactions, including those involving oil and gas companies, and Gibson Dunn’s regular representation of SilverBow in other matters. Following these discussions, at the February 13, 2023 meeting, the SilverBow Board instructed BofA Securities to relay a counteroffer to Kimmeridge of $36.00 per share in cash, which counteroffer BofA Securities relayed to Kimmeridge on February 14, 2023.

On February 19, 2023, a confidentiality agreement was executed between Kimmeridge and SilverBow, with a termination date of February 19, 2024.

Between February 2023 and March 2023, representatives of SilverBow and Kimmeridge negotiated the material terms of a definitive agreement with respect to a potential transaction between the parties, including an increase in the cash price from the Kimmeridge January 17 Proposal to $35.00 per share. During this time, the SilverBow Board met on several occasions to evaluate a potential transaction.

On March 14, 2023, Mr. Dell called Mr. Rowland and representatives of BofA Securities to inform them that Kimmeridge was unable to secure requisite equity financing to fund the proposed transaction, despite Mr. Dell’s prior assurances.

On March 31, 2023, Mr. Dell called representatives of BofA Securities to discuss a potential stock-for-stock merger between Kimmeridge and SilverBow and also suggested an alternative proposal for Kimmeridge to acquire SilverBow by means of a tender offer for a price meaningfully below the previously agreed consideration per share. Mr. Dell stated that if SilverBow was unwilling to accept either the stock-for-stock merger proposal or the tender offer proposal on the terms presented, Kimmeridge would mount a public campaign seeking to gain control of the SilverBow Board through proxy contests at each of the 2024 and 2025 annual meetings of SilverBow stockholders.

On April 4, 2023, the SilverBow Board met with members of SilverBow senior management and representatives of BofA Securities and Gibson Dunn to discuss Kimmeridge’s March 31 verbal proposals. Following the meeting, representatives of BofA Securities contacted Mr. Dell to relay that the SilverBow Board could not authorize SilverBow to proceed with either of Kimmeridge’s alternatives based on verbal proposals but that it remained open to receiving a formal written offer for a take-private transaction with firm financing commitments, as previously contemplated by the parties.

On April 7, 2023, Kimmeridge’s financial advisors contacted representatives of BofA Securities to convey that Kimmeridge was actively considering submitting a new offer to acquire SilverBow and take it private. Following this communication, Kimmeridge failed to provide any evidence of its ability to obtain the financing commitments necessary to complete a transaction, and no written proposal was ever delivered to SilverBow by Kimmeridge.

On June 14, 2023, Mr. Rockecharlie contacted Mr. Rowland via telephone for continued discussion of their respective businesses and prevailing industry trends. As part of such discussion, Mr. Rockecharlie inquired as to SilverBow’s interest in potential transactions, including a preliminary exploratory inquiry regarding a potential transaction whereby Crescent would acquire SilverBow (the “Potential Transaction”).

On August 4, 2023, SilverBow received a nonbinding proposal from Company A, a private exploration and production company controlled by a private equity sponsor, to acquire the outstanding shares of SilverBow at a price range of $33.00 to $37.00 per share in cash, subject to completion of confirmatory due diligence, obtaining financing and satisfaction of customary closing conditions. The closing price of the SilverBow Common Stock on that date was $37.01 per share and increased throughout the month to $42.78 per share on August 31, 2023. Following the announcement on August 14, 2023 of the Chesapeake Transaction, Messrs. Rowland and Woolverton communicated with Company A in late August 2023 regarding the proposal in light of the Chesapeake acquisition and SilverBow’s trading prices.

Crescent’s outside legal advisor, Vinson & Elkins L.L.P. (“Vinson & Elkins”), regularly provides Crescent senior management with certain updates and advice regarding industry trends, legal considerations and other factors through written, telephonic and in-person correspondence and meetings. On September 22, 2023, at one such regular update, representatives of Vinson & Elkins discussed with Crescent senior management certain considerations relating to the Crescent Board’s fiduciary duties applicable in the context of evaluating or pursuing certain strategic transactions. In particular, Vinson & Elkins discussed that, in light of the Series I Preferred Stockholder’s continuing rights to elect the entire Crescent Board and the fact that the interests of KKR and certain directors and officers of Crescent could differ from those of the Crescent stockholders in certain circumstances, there were certain scenarios in which the formation of a special committee of the Crescent Board may be advisable. The discussion related to consideration of strategic transactions generally rather than any potential strategic transaction (including the Potential Transaction) specifically. Crescent senior management and Vinson & Elkins agreed to continue their dialogue on these topics in the future as appropriate, and to provide a similar update and discussion to the Crescent Board at the next regularly scheduled meeting thereof.

On October 6, 2023, Mr. Rockecharlie and Mr. Rowland discussed general updates to the respective businesses of Crescent and SilverBow.

On October 31, 2023, the Crescent Board held its regular quarterly board meeting, at which it was joined by Crescent senior management and certain other representatives of Crescent and the Manager. During this meeting, the

In late October 2023, Crescent senior management decided, following a review of Jefferies’ credentials and its substantial experience on similar transactions within the oil and gas industry, and due to its significant knowledge of Crescent’s existing assets and business, and its ongoing relationship with Crescent, to solicit Jefferies’ advice regarding strategic considerations with respect to the Potential Transaction. Jefferies began, at the request of Crescent senior management, preliminary evaluations of various strategic matters associated with the Potential Transaction.

On November 2, 2023, Crescent engaged Vinson & Elkins as its legal advisor in its exploration of strategic opportunities due to Vinson & Elkins’ knowledge of Crescent and experience with strategic transactions in the oil and gas industry, including Crescent’s formation transactions in December 2021. Vinson & Elkins began, at the request of Crescent senior management, preliminary evaluations of certain matters associated with the Potential Transaction and the preparation of draft transaction documentation.

On November 7, 2023, Messrs. Rowland, Woolverton, Charles Wampler, a director on the SilverBow Board, and Christopher Abundis, the Executive Vice President, Chief Financial Officer and General Counsel of SilverBow, met with John Goff, the Chairman of the Crescent Board, and Mr. Rockecharlie to discuss the oil and gas exploration and production sector, their respective businesses and ongoing acquisitions along with other matters of mutual interest. At this meeting, Crescent expressed an ongoing interest in the Potential Transaction, although no specific proposals were discussed.

On December 19, 2023, Messrs. Rowland and Goff met to continue the discussion from the November 7, 2023 meeting. While Messrs. Rowland and Goff discussed at a high level the Potential Transaction, no specific terms with respect to Crescent submitting a proposal were discussed.

From December 20, 2023 until January 8, 2024, Vinson & Elkins and Jefferies, at the direction of Crescent management, continued evaluating certain matters associated with the Potential Transaction, including structuring considerations, and Vinson & Elkins began preparing draft transaction documentation. Representatives of Crescent conducted commercial due diligence with respect to the Potential Transaction.

On January 8, 2024, Crescent senior management held a telephonic conference with all members of the Crescent Board to discuss the Potential Transaction, during which Mr. Shi reminded the Crescent Board of its prior discussions regarding its fiduciary duties under Delaware law in connection with evaluating or pursuing certain strategic transactions. The Crescent Board then discussed the possibility of forming a special committee thereof to review, negotiate and approve any such transaction, and the possibility of such committee hiring independent legal and financial advisors for such purposes.

The following day, January 9, 2024, the Crescent Board, acting by unanimous written consent, (a) formed a special committee of the Crescent Board consisting of Mr. Goff, Bevin Brown, Robert G. Gwin, Ellis L. “Lon” McCain and Karen Simon, each an independent director under applicable NYSE standards, disinterested in the Potential Transaction with SilverBow and unaffiliated with KKR (with each such determination having been made pursuant to the review by Mr. Shi of customary “director questionnaires” circulated for such purpose), to, among other things, review and evaluate the Potential Transaction and Crescent’s other strategic alternatives, and authorized the committee to engage such independent legal, financial and other advisors as it deemed appropriate,

The next day, on January 10, 2024, Mr. Goff delivered an initial proposal letter to Mr. Woolverton and Mr. Rowland (the “Crescent January 10 Proposal”), pursuant to which Crescent offered to acquire SilverBow in a stock-for-stock combination at a 10% premium to SilverBow’s then-current trading price, which represented an exchange ratio of 2.516 shares of Crescent Class A Common Stock for each share of SilverBow Common Stock, reflecting an implied price of $29.94 per share of SilverBow Common Stock as of market close on January 10, 2024. The Crescent January 10 Proposal included no financing contingencies and also noted that Crescent was, subject to mutually agreeable terms, open to discussing funding a portion of the merger consideration with cash. The Crescent January 10 Proposal had an expiration date of January 26, 2024.

On January 12, 2024, the SilverBow Board met with members of SilverBow senior management to discuss the Crescent January 10 Proposal. The SilverBow Board discussed a potential transaction and the businesses of the two companies, including their financial and operational performance, areas of operation, stock price performance, recent acquisitions and the timing and integration of those acquisitions into the operations of the respective companies. Following this discussion, the SilverBow Board agreed that a business combination with Crescent had strong strategic rationale and it remained amenable to a potential transaction if economic terms reflected an appropriate valuation for SilverBow and a more meaningful premium. The SilverBow Board and members of SilverBow senior management discussed a potential response to the Crescent January 10 Proposal that would preserve the opportunity to pursue a potential transaction with Crescent at a higher valuation and instructed SilverBow senior management to continue to review the terms of the Crescent January 10 Proposal, the financial and operational performance of the two companies and a potential counterproposal on valuation, which would be reviewed with the SilverBow Board.

On January 23, 2024, the Crescent Special Committee held a telephonic conference with Richards, Layton & Finger, P.A. (“RLF”) regarding RLF’s potential representation of the Crescent Special Committee with respect to the Potential Transaction. Mr. Shi also attended the meeting. RLF advised as to its experience in representing special committees and advised the Crescent Special Committee that it had no prior or existing relationship with SilverBow but had certain prior and ongoing representations of KKR, the fees for which averaged approximately $750,000 annually during the prior two years and which were not material to RLF. After discussion, the Crescent Special Committee determined to engage RLF as counsel to the Crescent Special Committee due to RLF’s experience with representing special committees in similar transactions. At the meeting, the Crescent Special Committee also discussed the Potential Transaction, the indication of interest submitted on behalf of Crescent and the terms of the existing Management Agreement between the Manager and Crescent.

On January 24, 2024, at Mr. Dell’s request, Mr. Woolverton met with Mr. Dell. Mr. Dell conveyed that Kimmeridge continued to seek financing for a range of potential transactions to combine Kimmeridge Texas Gas, LLC, an affiliate of Kimmeridge (“KTG”), with SilverBow. Mr. Dell also conveyed that, if a transaction did not occur, Kimmeridge intended to gain control of the SilverBow Board by the 2025 annual meeting of SilverBow stockholders.

On January 25, 2024, the SilverBow Board met with members of SilverBow senior management to discuss further the Crescent January 10 Proposal. Representatives of SilverBow management presented the SilverBow Board with materials summarizing management’s further analysis of the Crescent January 10 Proposal. Following the discussion, the SilverBow Board decided to decline the Crescent January 10 Proposal based on the proposed valuation of SilverBow, which the SilverBow Board believed did not appropriately credit SilverBow for the value of the recently completed Chesapeake Transaction, and instructed members of SilverBow senior management to deliver a response letter to the Crescent January 10 Proposal that declined the proposal on that basis but that acknowledged that the SilverBow Board remained willing to consider potential strategic transactions with Crescent.

On January 26, 2024, representatives of SilverBow delivered a written response letter (the “SilverBow January 26 Response”) to Messrs. Goff and Rockecharlie that declined the Crescent January 10 Proposal based on the proposed valuation for SilverBow, but noted that the SilverBow Board would be amenable to further discussions relating to a potential transaction that would maximize value for SilverBow stockholders.

On January 31, 2024, Mr. Dell called Mr. Woolverton with a board-representation proposal, which he framed as a way to avert a potential proxy contest, pursuant to which two directors proposed by Kimmeridge would be added to the SilverBow Board, SilverBow would submit a proposal to declassify immediately the SilverBow Board at the 2024 annual meeting of SilverBow stockholders and SilverBow would commence a strategic alternatives process that included consideration of a merger with KTG. However, Mr. Dell did not make a formal proposal for such a merger at that time.

On February 9, 2024, Mr. Goff discussed the SilverBow January 26 Response with Mr. Rowland and expressed interest in continuing to pursue a potential transaction between Crescent and SilverBow. Mr. Goff conveyed, subject to approval of the Crescent Board and the Crescent Special Committee, that alternative allocations of cash and stock consideration might be possible. Mr. Rowland reiterated that the valuation proposed by Crescent was not sufficient. Mr. Rowland also discussed Crescent’s status as a controlled company.

On February 12, 2024, certain members of the SilverBow Board met with members of SilverBow senior management and representatives of BofA Securities and Gibson Dunn to discuss the January 31 board-representation proposal by Kimmeridge and SilverBow’s potential response.

On February 21, 2024, the SilverBow Board held its regularly scheduled quarterly meeting with members of SilverBow senior management and discussed potential strategic alternatives, including the opportunity for further engagement on a potential transaction with Crescent. Mr. Dell was invited as a guest following the formal meeting of the SilverBow Board. No formal proposal was presented by Kimmeridge to the SilverBow Board and Kimmeridge did not provide any proof of its ability to finance a potential transaction.

During February and March 2024, representatives of Crescent senior management continued to monitor industry trends and the business performance of Crescent and SilverBow, including relative stock price performance.

On February 28, 2024, the Crescent Board held its regular quarterly board meeting, at which it was joined by Crescent senior management. During this meeting, Crescent senior management discussed the SilverBow January 26 Response regarding the Crescent January 10 Proposal.

On March 7, 2024, Messrs. Rockecharlie, Clay Rynd, the Executive Vice President, Investments of Crescent, and other members of Crescent senior management discussed with representatives of Jefferies certain matters relating to the Potential Transaction. Based on such discussions, such representatives of Crescent senior management formed the view that a revised proposal reflecting an absolute consideration per share and a mix of cash and stock consideration, potentially structured with an election feature whereby SilverBow stockholders could elect their preferred form of consideration based on their unique values and tax positions, may be materially more attractive to SilverBow than the Crescent January 10 Proposal. Later that day, Crescent senior management updated members of the Crescent Board regarding the details of, and its reasons for, submitting a revised proposal to SilverBow, and Mr. Shi circulated a draft revised proposal to the members of the Crescent Board.

The following day, on March 8, 2024, the Crescent Board, acting by unanimous written consent, approved (subject to the approval of the Crescent Special Committee) the submission of the revised proposal to SilverBow in substantially the form provided to the Crescent Board by Mr. Shi the prior day. The Crescent Special Committee, acting by unanimous written consent, also approved the submission of the revised proposal in substantially such form. Later that day, Mr. Goff delivered a revised proposal (the “Crescent March 8 Proposal”) to Messrs. Woolverton and Rowland, with an expiration date of March 21, 2024. The Crescent March 8 Proposal provided that Crescent would acquire all of the outstanding shares of SilverBow Common Stock for $34.00 per share, which represented an implied premium of 10.6% to SilverBow’s then-current trading price. The merger consideration contemplated by the Crescent March 8 Proposal consisted of a combination of cash and shares of Crescent Class A Common Stock, utilizing a cash election structure pursuant to which SilverBow’s stockholders could elect to receive the merger consideration in cash, Crescent Class A Common Stock or a combination thereof, with the cash elections

On March 13, 2024, Kimmeridge issued an open letter to SilverBow stockholders, along with a press release and investor presentation, outlining a proposal (the “Kimmeridge March 13 Proposal”) for an all-stock transaction between SilverBow and KTG pursuant to which Kimmeridge would contribute its KTG assets to SilverBow in exchange for 32.4 million shares priced at $34.00 per share. In addition, Kimmeridge would make a $500 million investment in the combined company at the same price of $34.00 per share, in exchange for 14.7 million shares. As a result of the transaction, Kimmeridge would control a supermajority of the publicly traded combined company.

On March 15, 2024, the SilverBow Board met with members of SilverBow senior management to discuss the Crescent March 8 Proposal. SilverBow senior management reviewed their analysis of the Crescent March 8 Proposal, which incorporated various updates to the SilverBow business between the receipt of the Crescent January 10 Proposal and the Crescent March 8 Proposal from Crescent. Following the discussion, the SilverBow Board authorized Mr. Woolverton to convey to Crescent the SilverBow Board’s interest in continuing discussions regarding a potential transaction. The SilverBow Board also discussed the Kimmeridge March 13 Proposal at this meeting along with the potential interest and ability of other strategic and financial counterparties to pursue a value-maximizing transaction for SilverBow.

The next day, on March 16, 2024, Messrs. Rowland and Woolverton discussed the Crescent March 8 Proposal with Messrs. Goff and Rockecharlie. During the meeting, Messrs. Rowland and Woolverton requested that Crescent provide more information on the strategic rationale and upside potential with respect to the combined company at a subsequent meeting between the parties. At the end of the meeting, they agreed that, in order to facilitate further discussions and negotiations for the Potential Transaction, a meeting between Crescent’s and SilverBow’s senior management and financial advisors would be advisable.

On the morning of March 20, 2024, in advance of the forthcoming meeting between Crescent and SilverBow, Mr. Rockecharlie and Mr. Woolverton met in Houston to generally discuss the status of the Potential Transaction, but did not engage in material discussions regarding any material terms thereof.

On March 20, 2024, the SilverBow Board met with members of SilverBow senior management and representatives of BofA Securities, Evercore and Gibson Dunn. Evercore was engaged to serve as SilverBow’s financial advisor based on its expertise and experience with similar transactions, including those involving oil and gas companies, and not by reason of any conflict of interest relating to BofA Securities. Messrs. Rowland and Woolverton reported on the discussion with Messrs. Goff and Rockecharlie at the March 16, 2024 meeting. Representatives of BofA Securities and Evercore presented their respective preliminary financial analyses with respect to the Crescent March 8 Proposal and the Kimmeridge March 13 Proposal. The SilverBow Board considered the following aspects of the Crescent March 8 Proposal, among others: (a) the relative values of Crescent and SilverBow reflected in the Crescent March 8 Proposal were more favorable to SilverBow stockholders than the values of KTG and SilverBow reflected in the Kimmeridge March 13 Proposal; (b) that the Crescent March 8 Proposal was based on a fixed amount instead of the floating valuation proposed in the Kimmeridge March 13 Proposal; (c) that a cash portion as part of the consideration in the Crescent March 8 Proposal would give SilverBow stockholders a better ability to control their investment in SilverBow and the combined company; and (d) that the Crescent March 8 Proposal was not subject to any financing contingency and that the Kimmeridge March 13 Proposal relied on “highly confident” letters from investment banks instead of binding debt commitment letters. After the presentation, the SilverBow Board authorized Messrs. Rowland, Wampler and Woolverton to meet with representatives of Crescent to further discuss the Crescent March 8 Proposal. The SilverBow Board also instructed management and the advisors to continue to evaluate the Kimmeridge March 13 Proposal as well as assess the potential interest and ability of other strategic and financial counterparties to pursue a value-maximizing transaction for SilverBow.

On March 21, 2024, Messrs. Rowland, Wampler and Woolverton met with Messrs. Goff, Rockecharlie and Rynd, and Brandi Kendall, the Chief Financial Officer of Crescent and a member of the Crescent Board, with

On March 26, 2024, the Crescent Special Committee held a meeting at which representatives of RLF and Mr. Shi were in attendance. During this meeting, Mr. Shi reviewed materials prepared by Jefferies with respect to the Management Agreement and the impact of the Potential Transaction on the Management Fee and the Manager PSU Award. The Crescent Special Committee discussed engaging a financial advisor in connection with the Potential Transaction. RLF also reviewed with the Crescent Special Committee the fiduciary duties applicable to the Crescent Special Committee’s evaluation of the Potential Transaction. At the conclusion of the meeting, the Crescent Special Committee directed RLF and Mr. Shi to contact Intrepid and another financial advisor for consideration to serve as a potential financial advisor to the Crescent Special Committee.

On March 27, 2024, the SilverBow Board met with members of SilverBow senior management and representatives of BofA Securities, Evercore and Gibson Dunn. Messrs. Rowland, Wampler and Woolverton reported on the discussion with Messrs. Goff, Rockecharlie and Rynd and Ms. Kendall at the March 21, 2024 meeting. Representatives of BofA Securities and Evercore presented materials with respect to potential strategic alternatives, including their respective updated preliminary financial analyses. After the presentation, the SilverBow Board discussed various strategic alternatives, including the proposals from Crescent and Kimmeridge. The SilverBow Board agreed that the Kimmeridge March 13 Proposal substantially undervalued SilverBow, expressed concern over the alleged value of the KTG assets and agreed to request due diligence information on KTG to determine the actual value of the KTG assets. The SilverBow Board also, following a discussion with Gibson Dunn of applicable fiduciary duties, authorized the launch of a confidential strategic review process that would include outreach to other potential counterparties regarding potential business combinations with SilverBow. In addition, the SilverBow Board authorized Mr. Woolverton to continue negotiations with Crescent and directed SilverBow management and advisors to continue to evaluate the Kimmeridge March 13 Proposal and other strategic counterparties.

On March 28, 2024, SilverBow issued a press release that announced the SilverBow Board’s determination that the Kimmeridge March 13 Proposal substantially undervalued SilverBow. The press release also expressed the SilverBow Board’s belief regarding the importance of conducting due diligence on KTG to make an informed decision on the value of KTG’s assets, and that the SilverBow Board was open to continuing to engage with Kimmeridge regarding its proposal. In the days following the announcement, representatives of SilverBow continued to request materials on KTG’s assets to conduct due diligence and review SilverBow’s valuation of KTG.

On March 28, 2024, Mr. Woolverton discussed with Mr. Rockecharlie SilverBow’s desire to enter into a mutual confidentiality agreement.

On March 31, 2024, SilverBow and Crescent executed a mutual confidentiality agreement. The agreement included standstill provisions in favor of SilverBow that would terminate if SilverBow entered into a business combination with a third party.

Over the course of the next month, as instructed by the SilverBow Board in connection with its confidential strategic review process, representatives of BofA Securities and Evercore contacted a total of 16 additional potential counterparties, of which eight counterparties proceeded to negotiate confidentiality agreements. SilverBow ultimately entered into six additional confidentiality agreements with publicly traded and private exploration and production companies and financial sponsors, including Company A. Each confidentiality agreement included standstill provisions in favor of SilverBow that would terminate if SilverBow entered into a business combination such as the Potential Transaction. Prior to execution of the Merger Agreement, SilverBow did not receive any proposals for any potential transaction from those counterparties. On April 13, 2024, SilverBow provided access to a virtual dataroom to Crescent, Company A and the other potential counterparties that had executed confidentiality agreements.

From April 1, 2024 to April 25, 2024, RLF and Mr. Shi engaged with Intrepid and another financial advisor to solicit proposals and assess the independence of such advisors, and consulted with the Crescent Special Committee as to such matters. During this time period, RLF reviewed and discussed with Vinson & Elkins the draft Merger Agreement prepared by Vinson & Elkins.

On April 16, 2024, Kimmeridge publicly withdrew the Kimmeridge March 13 Proposal ahead of its proposed deadline of April 26, 2024 and announced it would continue to put forward its director nominees for consideration at the SilverBow 2024 Annual Meeting of Shareholders.

On April 17, 2024, Jefferies was formally engaged as Crescent’s financial advisor.

On April 22, 2024, SilverBow issued a public letter to its stockholders, detailing its view that Kimmeridge’s own data demonstrated that Kimmeridge had substantially overstated the value of KTG, that the withdrawn Kimmeridge proposal would have been massively dilutive to SilverBow stockholders, and that the KTG assets were of lower quality than SilverBow’s and that KTG was pursuing a value-destructive, natural gas-focused growth plan.

Between April 22, 2024 and April 25, 2024, representatives of Crescent senior management negotiated debt commitment papers (the “debt commitment papers”) with representatives of Wells Fargo, National Association (“Wells Fargo”), pursuant to which, subject to certain terms, Wells Fargo committed to financing an increase to the elected commitment amount and borrowing base under Crescent’s revolving credit facility in an amount sufficient to fund the cash consideration and refinancing portions of the Potential Transaction.

On April 24, 2024, the SilverBow Board met with members of SilverBow senior management and representatives of BofA Securities, Evercore and Gibson Dunn to discuss the status of the strategic review process, including the Potential Transaction with Crescent, as well as the withdrawal of the Kimmeridge March 13 Proposal.

On April 25, 2024, Messrs. Rockecharlie and Woolverton discussed the Potential Transaction. In response to SilverBow’s request that Crescent provide flexibility for an increased amount of potential cash consideration in its proposal, Mr. Rockecharlie indicated that Crescent desired to submit a revised proposal of $34.00 per share of SilverBow Common Stock, which would be payable in a combination of cash and shares of Crescent Common Stock, with up to 50% of the total consideration payable in cash pursuant to the same cash election and proration structure as described in the Crescent March 8 Proposal. Mr. Rockecharlie further indicated that, subject to approval by the Crescent Board and the Crescent Special Committee, Crescent would be sending a revised written proposal reflecting those terms later that day, along with a draft of the Merger Agreement.

On April 25, 2024, Crescent senior management and the Crescent Special Committee formally engaged Intrepid to serve as the Crescent Special Committee’s financial advisor in connection with the Potential Transaction. That same day, the Crescent Board held a meeting to discuss further revising the Crescent March 8 Proposal based on the discussion between Mr. Rockecharlie and Mr. Woolverton earlier that day regarding the Crescent March 8 Proposal and the Potential Transaction. Representatives from Jefferies were present at the meeting of the Crescent Board. Following discussion at the Crescent Board meeting, the Crescent Board approved, subject to the approval of the Crescent Special Committee, (a) the submission of a revised proposal to SilverBow that would provide for increased potential cash consideration as compared to the Crescent March 8 Proposal, specifically that the consideration would consist of shares of Crescent Class A Common Stock and up to 50% cash if SilverBow stockholders were to so elect, instead of up to 30% cash as provided in the prior proposal, and certain other updates thereto and (b) the submission to SilverBow of a draft Merger Agreement that had been prepared by representatives of Crescent senior management and Vinson & Elkins and discussed with the Crescent Board.

The same day, the Crescent Special Committee also held a meeting, at which Messrs. Rynd and Shi and representatives of RLF and Intrepid were present, to discuss the revised Crescent March 8 Proposal and receive a presentation from Intrepid. Mr. Rynd presented to the Crescent Special Committee on the revisions to the Crescent March 8 Proposal. After discussion amongst the members of the Crescent Special Committee, the Crescent Special Committee authorized the submission of the revised proposal to SilverBow. Following such discussion, Intrepid presented to the Crescent Special Committee regarding the Potential Transaction, the Management Agreement and the impact of the Potential Transaction on the Management Fee and the Manager PSU Award and Crescent’s general and administrative expenses as compared to certain peer companies.

Later that day, the SilverBow Board met with members of SilverBow senior management and representatives of Gibson Dunn to discuss the anticipated Crescent April 25 Proposal referred to below and the status of the strategic review process, including that no other proposals had been received. Consistent with prior presentations to and discussions with the SilverBow Board regarding its fiduciary duties under Delaware law, representatives of Gibson Dunn discussed the SilverBow Board’s fiduciary duties in connection with a potential transaction. Following the discussion, the SilverBow Board authorized members of SilverBow senior management to continue to move forward with potential transaction discussions with Crescent, including conducting commercial due diligence, while also continuing to advance its confidential strategic review process.

On the evening of April 25, 2024, representatives of Crescent submitted a revised proposal to SilverBow (the “Crescent April 25 Proposal”) in which the terms of Crescent’s proposal to acquire SilverBow were revised to provide SilverBow stockholders the option to elect to receive either all Crescent Class A Common Stock, all cash (capped at 50% of the aggregate merger consideration) or a mix of Crescent Class A Common Stock and cash, in each case, at a price per share of SilverBow Common Stock equal to $34.00. The Crescent April 25 Proposal contained no financing contingencies, noted that Crescent had fully negotiated debt commitment papers that it was prepared to execute in connection with the Potential Transaction and included an expiration date of May 6, 2024. Crescent also delivered to SilverBow an initial draft of the Merger Agreement with the Crescent April 25 Proposal. The initial draft of the Merger Agreement contemplated, among other things, (a) a tax-free merger transaction qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code whereby Crescent would acquire all of the outstanding shares of SilverBow Common Stock, with consideration consisting of, at the election of each SilverBow stockholder, either (i) a mixed consideration consisting of (x) an unspecified number of shares of Crescent Common Stock for each share of SilverBow Common Stock and (y) an unspecified amount of cash per share of SilverBow Common Stock, subject to an unspecified cap less the cash paid as mixed consideration, (ii) consideration paid entirely in Crescent Class A Common Stock at an unspecified exchange ratio or (iii) consideration paid entirely in cash at an unspecified amount per share of SilverBow Common Stock; (b) that one SilverBow designee acceptable to Crescent would be added to the board of the combined company and would meet certain independence standards; (c) expansive representations and warranties by SilverBow and narrow representations and warranties by Crescent; (d) a mutual no solicitation provision, which would restrict each of Crescent and SilverBow from soliciting alternative acquisition proposals during the interim period, subject to certain exceptions; (e) a mutual “force the vote” provision that would prohibit either party’s board to terminate the Merger Agreement to enter into a superior proposal; (f) an outside date of six months for completion of the transaction; (g) a termination fee, payable by either party in the event the Merger Agreement were to be terminated in certain situations, equal to 4.25% of SilverBow’s implied equity value in the Potential Transaction; and (h) an expense reimbursement, payable by one party to the other if such party’s stockholders fail to approve the proposals presented to stockholders with respect to the Merger Agreement at such party’s special meeting following a recommendation of its board that its stockholders approve the Merger Agreement and no termination fee is otherwise payable, equal to 1.0% of SilverBow’s implied equity value in the Potential Transaction. The draft also expressly provided that, in the event that U.S. antitrust authorities required remedies of Crescent under the HSR Act in order to complete the transaction, Crescent would not be required to divest assets or accept any remedy that would limit its freedom of action with respect to, or its ability to retain, any businesses, product lines or assets of Crescent, SilverBow or any of their respective subsidiaries or affiliates.

The next day, on April 26, 2024, Messrs. Woolverton and Rockecharlie further discussed a potential transaction, including value considerations and due diligence items. Later that day, Mr. Rockecharlie sent Mr. Woolverton a substantially final debt commitment letter from Wells Fargo Bank, National Association with respect to the debt financing contemplated by the draft of the Merger Agreement. Also on April 26, 2024, Crescent executed an engagement letter with Wells Fargo setting forth the terms of Wells Fargo’s engagement with respect to certain financing activities in connection with the Potential Transaction and for Wells Fargo to serve as one of Crescent’s financial advisors in connection with the Potential Transaction.

Over the ensuing weeks, Crescent and SilverBow, together with their advisors, engaged in regular communications regarding the Potential Transaction and commercial due diligence efforts.

On April 29, 2024, the Crescent Special Committee held a meeting at which representatives from RLF and Intrepid were present. Mr. Rockecharlie attended for a portion of the meeting to update the Crescent Special Committee with respect to the Potential Transaction. Intrepid provided the Crescent Special Committee with a presentation regarding the Management Agreement, the Management Fee and the impact of the Potential Transaction on the Management Fee and Manager PSU Award.

Beginning on April 29, 2024 and until the execution of the Merger Agreement, representatives of each of Crescent and SilverBow, together with representatives of Vinson & Elkins and Gibson Dunn, their respective legal advisors, conducted legal due diligence with respect to the businesses of SilverBow and Crescent, respectively.

On May 1, 2024, SilverBow issued an earnings release announcing its first quarter 2024 operating and financial results and held an earnings call on May 2, 2024 discussing its earnings results.

On May 6, 2024, Crescent issued an earnings release announcing its first quarter 2024 operating and financial results and held an earnings call on May 7, 2024 discussing its earnings results.

On May 11, 2024, the SilverBow Board met with members of SilverBow senior management and representatives of BofA Securities, Evercore and Gibson Dunn. Representatives of each of BofA Securities and Evercore presented their respective preliminary financial analysis in connection with the Crescent April 25 Proposal. Representatives of Gibson Dunn then presented materials on the governance structure of Crescent, including its status as a controlled company. The SilverBow Board then discussed the key terms of a potential counterproposal and authorized Mr. Woolverton to deliver a counterproposal letter, which included the following terms: (a) a price of $41.00 per share of SilverBow Common Stock; (b) an exchange ratio of 3.372 shares of Crescent Class A Common Stock for each share of SilverBow Common Stock; (c) a cap of $400 million on the cash election and no cap on the share election consideration; (d) that SilverBow representation on the combined company board would reflect the proportionate pro forma ownership of SilverBow stockholders assuming the SilverBow stockholders elect all stock; (e) that a majority of the combined company board would be elected annually by the common stockholders rather than the Series I Preferred Stockholder; (f) no increase in the Management Fee as a result of the potential transaction; and (g) certain Merger Agreement considerations. In addition, the SilverBow Board discussed the current status of the broader strategic review process, including that no other proposals had been received, and that, subsequent to signing confidentiality agreements, one participant had verbally indicated they were withdrawing from the process. Representatives of Gibson Dunn then reviewed the fiduciary duties of the members of the SilverBow Board with respect to their evaluation of a proposed transaction.

Later that day, Mr. Woolverton sent the counterproposal letter to Messrs. Goff and Rockecharlie (the “SilverBow May 11 Counterproposal”).

On May 12, 2024, Messrs. Goff, Rockecharlie, Rowland and Woolverton met to discuss the SilverBow May 11 Counterproposal, and Messrs. Goff and Rockecharlie indicated that they would review the counterproposal with the Crescent Board and the Crescent Special Committee and revert with a response.

Later that evening, the Crescent Board held a meeting to discuss the SilverBow May 11 Counterproposal. The meeting of the Crescent Board was attended by all members of the Crescent Board, along with representatives of Crescent senior management, Vinson & Elkins, KKR, RLF, Jefferies, Intrepid and Spotlight Advisors, LLC (“Spotlight”), a public and media advisory firm previously engaged by Crescent on April 28, 2024. At the meeting, Mr. Rockecharlie provided an overview of discussions with SilverBow management leading up to the SilverBow May 11 Counterproposal and an overview of the material terms set forth therein. Mr. Rockecharlie also reported that KKR was not amenable to modifying the ability of the Series I Preferred Stockholder to designate all of the members of the Crescent Board, but was amenable to an amendment to the Management Agreement that would cap the increase in the Management Fee that would result from consummating the Potential Transaction. Representatives from Vinson & Elkins reviewed with the Crescent Board and senior management the key issues in the SilverBow

Following the conclusion of the Crescent Board meeting, the Crescent Special Committee held a meeting, at which representatives from RLF and Intrepid were present, to consider the Crescent May 12 Proposal and to receive a presentation from Intrepid. At the Crescent Special Committee meeting, the Crescent Special Committee discussed the information it had learned from the Crescent Board meeting, as well as the revised proposal letter, with its advisors. The Crescent Special Committee further received a presentation from Intrepid with respect to the valuation of both Crescent and SilverBow in connection with the Potential Transaction, as well as a further presentation on the Management Agreement, including the proposed amendment to the Management Agreement and the impact of the Potential Transaction on the Management Fee and Manager PSU Award. Following this presentation and further discussion, the Crescent Special Committee approved the submission of a revised proposal letter reflecting the terms in the Crescent May 12 Proposal and delegated to Mr. Goff the discretion to determine with Crescent management an offer price per share to include in such revised proposal letter in line with the recommendation of Crescent management and Jefferies from the Crescent Board meeting, but expressed a preference for a round number in a twenty-five cent increment.

Later that day, Messrs. Goff and Rockecharlie, at the direction of the Crescent Board and the Crescent Special Committee, sent a revised proposal letter to Messrs. Rowland and Woolverton (the “Crescent May 12 Proposal”), which included the following key terms: (a) a non-binding proposal to acquire all of SilverBow’s outstanding common stock at $37.75 per share, which represented more than a 15% premium to SilverBow’s then-current trading price; (b) agreement on the $400 million cap on the cash election consideration and that the share election consideration would not be capped; (c) SilverBow would be entitled to designate two directors to the board of directors of the combined company at Closing, but that the Series I Preferred Stockholder would otherwise continue to have the right to designate the directors of the board of the combined company; and (d) any increase to the Management Fee as a result of the Potential Transaction would be effectively capped at approximately $9 million. As with its prior proposals, the Crescent May 12 Proposal contained no financing contingencies. The Crescent May 12 Proposal did not include an expiration date.

On May 13, 2024, Messrs. Goff, Rockecharlie, Rowland and Woolverton met to discuss the Crescent May 12 Proposal. During the discussion, Messrs. Rowland and Woolverton requested an increase to the per share merger consideration offered in the Crescent May 12 Proposal, and Messrs. Goff, Rockecharlie, Rowland and Woolverton agreed to present to the Crescent Special Committee and the SilverBow Board, respectively, a potential increase in

Later that day, the SilverBow Board met with members of SilverBow senior management and representatives of BofA Securities, Evercore and Gibson Dunn. Messrs. Rowland and Woolverton reported on the terms of Crescent’s revised proposal to the SilverBow Board. The parties discussed such terms and the SilverBow Board authorized Messrs. Rowland and Woolverton to deliver a counterproposal letter to Crescent, which confirmed the terms discussed earlier that day between the parties, and to proceed with the potential transaction on the terms set forth in the counterproposal. Mr. Woolverton then sent the counterproposal letter to Messrs. Goff and Rockecharlie.

That afternoon, representatives of Gibson Dunn distributed a revised draft of the Merger Agreement to representatives of Vinson & Elkins, which Vinson & Elkins shared with RLF, who shared with the Crescent Special Committee, and Crescent senior management. The revised draft of the Merger Agreement contemplated, among other things, the following items and key changes to the draft of the Merger Agreement received from Crescent on April 25, 2024: (a) inserting $38.00 as the amount of the cash election, subject to a $400 million cap less the cash paid as mixed consideration; (b) inserting an exchange ratio of 3.125 shares of Crescent Class A Common Stock for each share of SilverBow Common Stock; (c) revising the corporate governance covenants such that SilverBow would be entitled to designate two individuals to the board of the combined company at Closing that are reasonably acceptable to Crescent and that meet certain independence standards; (d) adding reciprocal representations and warranties and modifying the scope of the interim operating covenants; (e) revising the efforts standard pertaining to obtaining the approval of U.S. antitrust authorities such that Crescent would not be required to divest assets or accept any remedy that would limit its freedom of action with respect to, or its ability to retain, any businesses or assets of Crescent, SilverBow or any of their respective subsidiaries if such action would, individually or in the aggregate, reasonably be expected to have a material adverse effect on either of SilverBow or Crescent; (f) adding a requirement that Crescent use certain efforts to obtain the debt financing described in the debt commitment letter; (g) SilverBow’s acceptance of the inclusion of mutual no solicitation provisions; (h) the requirement that each of Crescent and SilverBow receive a tax opinion as a condition to each party’s obligation to consummate the Merger Agreement; (i) adding the ability of SilverBow to terminate the Merger Agreement to enter into a definitive agreement with respect to an unsolicited superior proposal, including that SilverBow would be required to pay a termination fee in such circumstance; (j) removing the ability to terminate the Merger Agreement if the other party materially breaches its no-shop obligations; (k) revising the amount of the termination fees such that (x) the termination fee payable by SilverBow in certain circumstances would be 2.5% of SilverBow’s implied equity value in the Potential Transaction (decreased from 4.25% that was proposed in the initial draft of the Merger Agreement distributed by Crescent on April 25, 2024) and (y) the termination fee payable by Crescent in certain circumstances would be two times the SilverBow termination fee; and (l) revising the amount of the proposed expense reimbursement to be 0.5% of SilverBow’s implied equity value in the Potential Transaction (decreased from 1.0% that was proposed in the initial draft of the Merger Agreement distributed by Crescent on April 25, 2024). In addition, the draft included a note that the Management Agreement Amendment would be entered into concurrently with the signing of the Merger Agreement and effective as of the Closing.

Representatives of Gibson Dunn also sent representatives of Vinson & Elkins (a) a draft of the form Crescent Support Agreement, which proposed that each of the Crescent Supporting Stockholders would enter into such agreement concurrently with the signing of the Merger Agreement and agree to vote the shares of Crescent capital stock held by them in favor of the Crescent Issuance Proposal and any other matter that is required to be approved by the stockholders of Crescent in order to effect the Mergers, and (b) a draft of SilverBow’s disclosure schedules to the Merger Agreement.

Shortly after receiving Gibson Dunn’s revised draft of the Merger Agreement, the Crescent Board held a meeting, which was attended by Crescent senior management and representatives of Vinson & Elkins, RLF,

Following the meeting of the Crescent Board, the Crescent Special Committee held a meeting, which RLF and Intrepid attended, to discuss the Crescent May 12 Proposal and the subsequent conversation between Messrs. Goff, Rockecharlie, Woolverton and Rowland and to receive a presentation from Intrepid with respect to certain updates to its valuation materials. The Crescent Special Committee discussed the $38.00 per share price. The Crescent Special Committee further discussed SilverBow’s agreement to the governance matters in the Crescent May 12 Proposal and SilverBow’s acceptance that any increase in the Management Fee as a result of the Potential Transaction would be capped at $9 million. The Crescent Special Committee approved the contemplated terms with SilverBow and authorized Crescent’s senior management to communicate with SilverBow and to authorize finalization of definitive documents with respect to the Potential Transaction. The Crescent Special Committee also received a presentation from Intrepid with respect to the updates to Intrepid’s valuation materials.

Following the Crescent Special Committee meeting, Mr. Rockecharlie subsequently confirmed to Messrs. Woolverton and Rowland that Crescent would proceed with the Potential Transaction on the terms discussed by Messrs. Goff, Rockecharlie, Woolverton and Rowland on their call earlier in the day.

Beginning on May 13, 2024, Vinson & Elkins and Gibson Dunn regularly exchanged drafts of the Merger Agreement and other transaction documents. Vinson & Elkins, Gibson Dunn and Debevoise & Plimpton LLP, outside legal counsel to KKR, continued to exchange revised drafts of the Crescent Support Agreements throughout the day on May 14, 2024. Drafts of the transaction documents were reviewed by RLF and discussed with Vinson & Elkins.

On the morning of May 14, 2024, representatives of Vinson & Elkins provided a revised draft of the Merger Agreement to representatives of Gibson Dunn, which included the following items and key changes to the draft of the Merger Agreement received from Gibson Dunn on May 13, 2024: (a) accepting the corporate governance covenants whereby SilverBow would be entitled to designate two individuals to the board of the combined company at Closing that are reasonably acceptable to Crescent and that meet certain independence standards; (b) revising the efforts standard pertaining to obtaining the approval of U.S. antitrust authorities such that Crescent would not be required to divest assets or accept any remedy that would result in a material adverse effect on the business, financial condition or results of operations of Crescent, SilverBow and their respective subsidiaries, taken as a whole, and assuming a consolidated entity of the size and scale of a hypothetical company that is 100% of the size of SilverBow and its subsidiaries, taken as a whole; (c) adding the ability of Crescent to terminate the Merger Agreement to enter into a definitive agreement with respect to an unsolicited a superior proposal, including that Crescent would be required to pay a termination fee in such circumstance; (d) adding the ability to terminate the Merger Agreement if the other party materially breaches its no-shop obligations; (e) generally accepting the substantially reciprocal

Later that day, representatives of Vinson & Elkins sent a revised draft of the form Crescent Support Agreement to representatives of Gibson Dunn, which included additional circumstances in which the agreement would be terminated, including, among others, if the SilverBow Board or the Crescent Board changed its recommendation prior to the receipt of the approval of Crescent stockholders.

In the evening on May 14, 2024, representatives of Gibson Dunn distributed a revised draft of the Merger Agreement to representatives of Vinson & Elkins and RLF, which included the following key changes to the draft of the Merger Agreement received from Vinson & Elkins earlier that day: (a) revising the efforts standard pertaining to obtaining the approval of U.S. antitrust authorities such that Crescent would not be required to divest assets or accept any remedy that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Crescent, SilverBow and their respective subsidiaries, taken as a whole, after the Closing, or that would result in the condition precedent to the funding of the debt financing fails to be satisfied; (b) removing the ability to terminate the Merger Agreement if the other party materially breaches its no-shop obligation; (c) SilverBow’s acceptance of the mutual “fiduciary out” provision applicable to SilverBow and Crescent, permitting either the SilverBow Board or the Crescent Board to terminate the Merger Agreement in order to enter into a definitive agreement with respect to an unsolicited superior proposal; (d) SilverBow’s acceptance that Crescent would enter into the Management Agreement Amendment at or prior to Closing; (e) SilverBow’s re-insertion of the closing condition requiring each party to receive a tax opinion; (f) revising the amount of the termination fees such that (x) the termination fee payable by SilverBow in certain circumstances would be 3.0% of the SilverBow’s implied equity value in the Potential Transaction (decreased from 3.75% that was proposed in the draft of the Merger Agreement distributed by Vinson & Elkins on May 14, 2024) and (y) the termination fee payable by Crescent in certain circumstances would be two times the SilverBow termination fee and (g) revising the amount of the expense reimbursement to be 0.5% of SilverBow’s implied equity value in the Potential Transaction (decreased from 1.0% that was proposed in the draft of the Merger Agreement distributed by Vinson & Elkins on May 14, 2024).

In addition, representatives of Gibson Dunn sent representatives of Vinson & Elkins a draft of (a) the Management Agreement Amendment and (b) at Crescent’s request, an amendment to SilverBow’s rights agreement that extended its expiration date and exempted the Potential Transaction and the relevant parties.

Also on May 14, 2024, SilverBow entered into separate engagement letters with each of BofA Securities and Evercore, pursuant to which SilverBow formally engaged each such firm to serve as a financial advisor to SilverBow with respect to the Potential Transaction. The next day, representatives of BofA Securities and Evercore delivered updated disclosure letters to the SilverBow Board, which letters had been previously provided to the SilverBow Board.

Over the course of May 14, 2024 and May 15, 2024, the parties and their respective advisors negotiated final versions of the Crescent Support Agreements, the Management Agreement Amendment, the Rights Agreement Amendment and SilverBow’s disclosure schedules to the Merger Agreement.

On the morning of May 15, 2024, representatives of Vinson & Elkins distributed to representatives of Gibson Dunn a revised draft of the Merger Agreement, which included the following key changes to the draft of the Merger Agreement received from Gibson Dunn in the evening on May 14, 2024: (a) revising the efforts standard pertaining to obtaining the approval of U.S. antitrust authorities such that Crescent would not be required to divest assets or accept any remedy that would result in a material adverse effect on the business, financial condition or results of operations of Crescent, SilverBow and their respective subsidiaries, taken as a whole, and assuming a consolidated entity of the size and scale of a hypothetical company that is 100% of the size of SilverBow and its subsidiaries, taken as a whole; (b) rejecting the closing condition requiring each party to receive a tax opinion; (c) accepting the termination fee and expense reimbursement obligations and termination rights that were proposed in the draft of the Merger Agreement distributed by Gibson Dunn on May 14, 2024; and (d) that Crescent would enter into the Management Agreement Amendment concurrently with the execution of the Merger Agreement instead of at or prior to Closing. In addition, Vinson & Elkins sent Gibson Dunn a draft of Crescent’s disclosure schedules to the Merger Agreement, which were finalized throughout the course of the day.

On the afternoon of May 15, 2024, representatives of Gibson Dunn sent a proposed final version of the Merger Agreement to representatives of Vinson & Elkins and RLF, which provided for SilverBow’s acceptance of the efforts standard proposed by Crescent pertaining to obtaining the approval of U.S. antitrust authorities and that neither party would be required to receive a tax opinion as a condition to Closing.

After the draft of the Merger Agreement was sent to Vinson & Elkins, Messrs. Woolverton and Rockecharlie discussed certain matters with respect to Crescent’s interim operating covenants and the timing of announcement and finalization of definitive documents.

On the afternoon of May 15, 2024, the Crescent Board convened with members of Crescent senior management and representatives of Vinson & Elkins, RLF, Jefferies, Intrepid and Spotlight in attendance to consider the terms of the proposed final version of the Merger Agreement. In advance of the meeting and at the request of the Crescent Board, Jefferies disclosed to the Crescent Board that for the two-year period preceding the meeting, Jefferies had received no investment banking fees from SilverBow nor had SilverBow engaged Jefferies for investment banking services. At this meeting, representatives of Vinson & Elkins provided an overview of the key terms of the Merger Agreement.

Following the adjournment of the Crescent Special Committee meeting, the Crescent Board meeting was reconvened. Mr. Goff updated the Crescent Board on the Crescent Special Committee’s determinations and recommendation, following which the Crescent Board (a) approved, adopted and declared advisable the Merger Agreement and the consummation of the Mergers; (b) declared that the Merger Agreement and the transactions contemplated thereby are fair to, advisable and in the best interests of, Crescent and Crescent’s stockholders; (c) authorized and approved entry into the Merger Agreement and consummation of the Mergers; and (d) resolved to recommend that Crescent’s stockholders vote in favor of the proposals contemplated by the Merger Agreement. Additionally, as required by the Crescent Charter, the Series I Preferred Stockholder, pursuant to a written consent, authorized, approved and ratified the Merger Agreement and the transactions contemplated thereby, including the Crescent Stock Issuance and the debt financing, and approved the changes to the board of the combined company effective upon Closing as contemplated by the Merger Agreement.

Later that day, the SilverBow Board met with members of SilverBow senior management and representatives of BofA Securities, Evercore and Gibson Dunn to consider the proposed terms of the final version of the Merger Agreement, which was provided prior to the meeting. Mr. Woolverton reported on the resolution of the open matters that had been discussed at the May 11, 2024 meeting of the SilverBow Board. Mr. Woolverton then answered questions from SilverBow directors.

Representatives of Gibson Dunn then reviewed with the SilverBow Board its fiduciary duties in connection with the Potential Transaction and provided a summary of the terms of the Merger Agreement and the Crescent governance structure. Following discussion of the Potential Transaction by the SilverBow Board, the SilverBow Board unanimously (a) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the mergers, were fair to and in the best interests of SilverBow and its stockholders; (b) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the mergers, in accordance with the requirements of Delaware law; and (c) resolved, subject to the provisions of the Merger Agreement, to recommend adoption of the Merger Agreement by the SilverBow stockholders.

On the evening of May 15, 2024, Vinson & Elkins and Gibson Dunn finalized various other ancillary transaction documents, including the disclosure schedules that correspond with the Merger Agreement, the Second Amendment to the Rights Agreement, the Management Agreement Amendment and the Crescent Support Agreements to be entered into contemporaneously with the execution of the Merger Agreement.

Shortly following the conclusion of the Crescent Board meeting and the SilverBow Board meeting, the respective parties executed the Merger Agreement. Concurrently with the execution of the Merger Agreement, each of the Crescent Supporting Stockholders executed their respective Crescent Support Agreements, and the Management Agreement Amendment, Commitment Letter and Rights Agreement Amendment were executed.

Prior to the opening of the U.S. stock markets on May 16, 2024, Crescent and SilverBow issued a joint press release announcing the Mergers and held a joint investor call to discuss the transaction. That same day, each of Crescent and SilverBow filed a Current Report on Form 8-K with the SEC announcing the Mergers.

On May 24, 2024, SilverBow received a letter from Company A and its private equity sponsor (collectively, the “Company A Parties”) expressing their interest in a potential acquisition of SilverBow for cash and requesting that SilverBow waive certain provisions of the confidentiality agreement between SilverBow and Company A that prohibit the Company A Parties from sharing with Company A’s financing sources confidential information provided by SilverBow (the “Company A Confidentiality Agreement”). On May 25, 2024, in accordance with the Merger Agreement, Gibson Dunn, on behalf of SilverBow, delivered the letter to representatives of Crescent and Vinson & Elkins. On May 28, 2024, in accordance with the Merger Agreement, SilverBow responded to the Company A Parties informing them that SilverBow was not permitted to grant the requested relief and reminding the Company A Parties that they continued to be subject to their respective obligations under the confidentiality agreement.

On June 5, 2024, SilverBow received a letter from the Company A Parties (the “Company A Letter”) proposing an acquisition by the Company A Parties of all outstanding shares of SilverBow Common Stock for $39.00 per share in cash through a tender offer to SilverBow stockholders followed by a short-form merger under applicable Delaware law, which would require acceptance of the tender offer by holders of at least a majority of outstanding shares of SilverBow Common Stock.

Later on June 5, 2024, in accordance with the Merger Agreement, Gibson Dunn, on behalf of SilverBow, delivered the Company A Letter to representatives of Crescent and Vinson & Elkins.

In the days that followed, representatives of BofA Securities and Evercore delivered updated relationship disclosure letters to the SilverBow Board.

On June 10, 2024, the SilverBow Board met with management and representatives of Gibson Dunn, Evercore and BofA Securities to discuss the Company A Letter. During such meeting, representatives of Gibson Dunn reviewed with the SilverBow Board its fiduciary duties and SilverBow’s obligations under the Merger Agreement. In addition, the SilverBow Board discussed with its financial advisors the financial analyses presented during the May 15, 2024 board meeting in the context of the Company A Letter, as well as recent trading of SilverBow and Crescent, noting that (i) Crescent’s trading price as of market close on June 10, 2024 implied a value for the Stock Election Consideration to be paid to SilverBow stockholders under the Merger Agreement of $38.69 per share and (ii) that the Company A Parties’ proposal for consideration of $39.00 per share represented a premium above SilverBow’s June 10th closing price of $38.44 of only approximately 1.5%.

The SilverBow Board further discussed the deficiencies and incompleteness of the Company A Letter, noting the letter did not provide sufficient information to enable the SilverBow Board to fully evaluate the proposal contained therein. Among other deficiencies, the Company A Letter failed to contain (a) any evidence of committed financing for the proposed transaction, (b) a proposed form of merger agreement (including full specific performance rights of SilverBow against the Company A Parties and absence of a financing contingency), or (c) any commitment on behalf of the Company A Parties to fund the $30.5 million termination fee that would be payable by SilverBow to Crescent in the event the Merger Agreement was terminated by SilverBow in order to enter into a definitive agreement with the Company A Parties. The SilverBow Board further noted that, despite the fact that Company A had signed a confidentiality agreement with SilverBow and had been provided access to SilverBow’s dataroom at the same time as Crescent, which was approximately five weeks before the Merger Agreement was executed, the Company A Letter indicated that any proposal by the Company A Parties remained subject to satisfactory completion of due diligence, including a three-week due diligence period. The SilverBow Board and its advisors also discussed the terms of the Merger Agreement, noting the lack of financing conditionality and full specific performance rights without a reverse termination fee payable in the event Crescent failed to obtain financing. The SilverBow Board discussed with representatives of Gibson Dunn certain timing and deal risk considerations with respect to the proposed tender offer described in the Company A Letter, including negotiation and preparation thereof, as compared to the pending transaction with Crescent, which was expected to close by the end of the third quarter of 2024. After further discussion, the SilverBow Board determined that there were significant issues and deficiencies with the Company A Letter and the proposal therein and that it was not actionable. The SilverBow Board did not make a determination as to whether the proposal from Company A was, or would reasonably be expected to lead to, a SilverBow Superior Proposal (as defined below). The SilverBow Board determined to seek more information from the Company A Parties regarding the proposal and authorized Gibson

Later on June 10, 2024, representatives of Gibson Dunn contacted representatives of Vinson & Elkins to discuss the potential waiver under the Merger Agreement and delivered to Vinson & Elkins a draft of the waiver request and proposed response letter to the Company A Letter.

On June 11, 2024, following discussions with Crescent management and its advisors, Vinson & Elkins informed Gibson Dunn that Crescent may be open to the requested waiver, but would first want to discuss the request with the Crescent Board.

On June 12, 2024, the Crescent Board met with management, representatives of its financial advisors and representatives of Vinson & Elkins, during which, among other things, the requested waiver was discussed. Following such discussion, the Crescent Board authorized management to grant the proposed waiver.

On June 12, 2024, Crescent delivered to SilverBow a waiver and consent under the Merger Agreement (the “Waiver Letter”), which allowed SilverBow to (a) waive restrictions contained in the Company A Confidentiality Agreement to allow the Company A Parties to share confidential information with third-party debt financing sources identified by the Company A Parties to SilverBow in writing and approved by SilverBow in writing (so long as such identification is delivered to Crescent in advance of such approval) and (b) deliver the SilverBow June 12 Letter referred to below to the Company A Parties.

. Also on June 12, 2024, SilverBow delivered to the Company A Parties a letter (the “SilverBow June 12 Letter”) describing the issues with the Company A Letter and the proposal therein, including (a) the estimated three-week due diligence period and the absence of a specific list of information required to complete diligence, (b) the failure to deliver (i) an executable merger agreement (with full specific performance rights in favor of SilverBow and a commitment from the Company A Parties to pay any required termination fees to Crescent) and (ii) evidence of committed financing for the transaction in full and (c) the proposed per share merger consideration of $39.00 in cash, and requested that the Company A Parties provide further information with respect to such issues. The letter requested that such information be provided in writing by close of business on June 21, 2024. The letter also consented, under the terms of the confidentiality agreement between Company A and SilverBow, to the Company A Parties’ sharing information subject to such agreement with potential debt financing sources, provided SilverBow consented in advance to each financing source.

On June 13, 2024, Crescent filed the Form S-4 with the SEC. Later on June 13, 2024, SilverBow received a response letter from the Company A Parties (the “Company A June 13 Letter”), which letter (a) requested that SilverBow waive the restrictions contained in the Company A Confidentiality Agreement to allow the Company A Parties to share confidential information with 16 potential debt financing sources and six potential equity financing sources, (b) stated that the Company A Parties intended to submit an initial draft of the transaction agreement during the week of June 17, 2024, which would be on substantially similar terms as the Merger Agreement, including a right of SilverBow to specifically enforce the terms of the transaction agreement against the Company A Parties, (c) expressed a commitment from the Company A Parties to pay any required termination fees to Crescent in connection with entering into a transaction agreement with the Company A Parties, (d) provided a list of confirmatory due diligence requests and (e) noted that while the Company A Parties have significant capital to deploy from its affiliated funds, they did not expect to have fully committed financing by June 21, 2024. The letter did not provide an update on economic terms.

Later on June 13, 2024, in accordance with the Merger Agreement, Gibson Dunn, on behalf of SilverBow, delivered the Company A June 13 Letter to representatives of Crescent and Vinson & Elkins.

On June 16, 2024, following the requirements set forth in the Waiver Letter, SilverBow delivered a letter to the Company A Parties that consented to their sharing information with all 16 debt financing sources set forth in the Company A June 13 Letter. The letter also acknowledged that the Company A Parties may need an extended

On June 19, 2024, SilverBow received a response letter from the Company A Parties (the “Company A June 19 Letter”) that requested that SilverBow waive the restrictions in the confidentiality agreement between SilverBow and the Company A Parties to permit the Company A Parties to share information with 11 potential equity financing sources, of which six potential equity financing sources were previously identified in the Company A June 13 Letter. The letter did not provide an update on economic terms.

Following receipt of the Company A June 19 Letter, SilverBow consulted with its legal counsel to confirm that the terms of the Waiver Letter did not allow for sharing confidential information with equity financing sources and that the SilverBow Board had not determined that the Company A Parties had submitted a SilverBow Acquisition Proposal that was, or would reasonably be expected to lead to, a Company Superior Proposal, and that until such a proposal was received and such a determination was made, SilverBow was unable to enter into an Acceptable Confidentiality Agreement under the terms of the Merger Agreement or permit SilverBow to consent to the Company A Parties’ sharing confidential information with equity financing sources without Crescent’s consent.

In deciding to approve the Merger Agreement and to recommend that Crescent stockholders approve the Crescent Issuance Proposal, the Crescent Board consulted with Crescent’s management and financial and legal advisors, including Jefferies and Vinson & Elkins. Similarly, the Crescent Special Committee consulted with Crescent’s management and its own independent financial and legal advisors, including Intrepid and RLF. Each of the Crescent Board and the Crescent Special Committee considered several factors in making its determinations and recommendations.

The Crescent Board considered a number of factors when evaluating the Mergers, many of which support the Crescent Board’s determination that the Mergers and the other related transactions contemplated by the Merger Agreement were in the best interests of, and were advisable to, Crescent and its stockholders. The Crescent Board considered these factors as a whole and without assigning relative weights to each such factor, and overall considered the relevant factors to be favorable to, and in support of, its determinations and recommendations. These factors included:

The Crescent Board also considered a variety of risks and other potentially negative factors concerning the Merger Agreement and the related transactions contemplated thereby. These factors included:

This discussion of the information and factors considered by the Crescent Board in reaching its conclusion and recommendations includes certain of the material factors considered by the Crescent Board but is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by

Pursuant to an engagement letter dated as of April 17, 2024, Crescent retained Jefferies to act as its lead financial advisor in connection with one or more possible acquisitions by Crescent of identified potential target companies, including SilverBow or other business transactions involving such targets. At a meeting of the Crescent Board on May 15, 2024, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated as of the same date, to the Crescent Board to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies as set forth in its opinion, the Merger Consideration to be paid by Crescent pursuant to the Merger Agreement was fair, from a financial point of view, to Crescent.

In arriving at its opinion, Jefferies, among other things:

In Jefferies’ review and analysis and in rendering its opinion, with the Crescent Board’s permission, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by or on behalf of Crescent or that was publicly available to Jefferies (including, without limitation, the information described above) or that was or otherwise reviewed by Jefferies. Jefferies relied on assurances of Crescent management that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, Crescent or SilverBow, nor was Jefferies furnished with any such evaluations or appraisals, nor did Jefferies assume any responsibility to obtain any such evaluations or appraisals.

With respect to the financial forecasts provided to Jefferies and, at the Crescent Board’s direction, reviewed by Jefferies, Jefferies’ opinion noted that projecting future results of any company is inherently subject to uncertainty. With respect to each of the Crescent Forecasts and the Adjusted SilverBow Forecasts, in each case, prepared by Crescent management and provided to Jefferies by Crescent, the Crescent Board informed Jefferies, and Jefferies assumed with the Crescent Board’s consent, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgment of the Crescent management as to the future financial performance of Crescent and SilverBow, as the case may be. At the direction of Crescent’s management, Jefferies used and relied upon the Crescent Forecasts and the Adjusted SilverBow Forecasts in its review and analysis and in rendering its opinion. Jefferies expressed no opinion as to such financial forecasts or the assumptions on which they were made, and Jefferies assumed that the Crescent Forecasts and the Adjusted SilverBow Forecasts will be realized in the amounts and the time projected.

Jefferies opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies becomes aware after the date of its opinion.

Jefferies made no independent investigation of, and expressed no view or opinion as to, any legal or accounting matters affecting Crescent or SilverBow, and Jefferies assumed the correctness in all respects material to its analysis of all legal, accounting and tax advice given to Crescent, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to Crescent. Jefferies assumed that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies in all respects material to Jefferies’ opinion. Jefferies also assumed that the Mergers would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement. Jefferies assumed that in the course of obtaining the necessary regulatory or third-party approvals, consents and releases for the Mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Crescent, SilverBow or the contemplated benefits of the Mergers, in any respect material to Jefferies’ opinion. Jefferies expressed no opinion as to the price at which shares of Crescent Class A Common Stock or SilverBow Common Stock would trade at any future time.

Jefferies’ opinion was for the use and benefit of the Crescent Board in its consideration of the transactions contemplated by the Merger Agreement, and its opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Crescent, nor did it address the underlying business decision by Crescent to engage in the transactions contemplated by the Merger Agreement. Jefferies’ opinion only addressed the fairness from a financial point of view to Crescent, as of the date hereof, of the Merger Consideration to be paid by Crescent in the transactions contemplated by the Merger Agreement and did not address any other term or aspect of the Merger Agreement, including the allocation of the Merger Consideration. Jefferies’ opinion did not constitute a recommendation as to how any holder of shares of Crescent Class A Common Stock or shares of SilverBow Common Stock should vote or act with respect to any matter related to the Mergers.

In addition, Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Crescent. Jefferies’ opinion was authorized by the fairness opinion committee of Jefferies.

In connection with rendering its opinion, Jefferies performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies’ analyses or the factors considered by Jefferies, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies’ opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Jefferies’ view of the actual value of either Crescent or SilverBow, as the case may be. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies’ own experience and judgment.

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond the parties’ and Jefferies’ control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the per share value of Crescent Class A Common Stock do not purport to be appraisals or to reflect the prices at which Crescent Class A Common Stock may actually be sold or acquired. The analyses performed were prepared solely as part of Jefferies’ analysis of the fairness, from a financial point of view, of the Merger Consideration to be paid by Crescent pursuant to the Merger Agreement, and were provided to the Crescent Board in connection with the delivery of Jefferies’ opinion.

The following is a summary of the material financial and comparative analyses performed by Jefferies in connection with Jefferies’ delivery of its opinion and that was presented to the Crescent Board on May 15, 2024. The financial analyses summarized below include information presented in tabular format. In order to understand fully Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The following summary does not purport to be a complete description of the financial analyses performed by Jefferies and factors considered in connection with Jefferies’ opinion. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 14, 2024, and is not necessarily indicative of current or future market conditions.

Using the Adjusted SilverBow Forecasts for SilverBow, Jefferies performed a discounted cash flow analysis of SilverBow on a stand-alone basis. For purposes of this analysis, Jefferies assumed First Call WTI Pricing for oil prices reflecting the Wall Street research consensus average as of May 7, 2024 (which had a one year average of $77.51/Bbl, a three-year average of $74.00/Bbl and a five-year average of $71.95/Bbl) and First Call Henry Hub Pricing for natural gas reflecting the Wall Street research consensus average as of May 7, 2024 (which had a one year average of $2.97/MMBtu, three-year average of $3.39/MMBtu and five-year average of $3.50 MMBtu) (collectively, “First Call Pricing”). Jefferies calculated the unlevered free cash flows of SilverBow for the period commencing on April 1, 2024 through December 31, 2028, which it calculated as estimated earnings before interest, tax, depreciation and amortization (“EBITDA”), less capital expenditures and cash taxes. Jefferies then calculated the terminal value of SilverBow by applying a range of multiples of EBITDA in the terminal year of 2.75x to 4.25x, which range was selected by Jefferies in its professional judgment, to estimated terminal year EBITDA in 2028 for SilverBow, based on the Adjusted SilverBow Forecasts. The present values as of April 1, 2024 of the unlevered free

Jefferies performed a net asset value analysis of SilverBow. Jefferies calculated indications of the present value of the unlevered, asset-level free cash flows that SilverBow could be expected to generate from existing proved developed reserves, development plans for proved undeveloped reserves, development plans for uncompleted developed reserves and development of additional undeveloped reserves using the Adjusted SilverBow Forecasts and First Call Pricing. Jefferies calculated indications of net present values as of April 1, 2024 of the asset-level free cash flows for SilverBow using discount rates ranging from 10.7% to 11.7%, which rates were based on the estimated weighted average cost of capital of SilverBow. Jefferies then calculated a range of implied enterprise values for SilverBow by (i) subtracting the present value as of April 1, 2024 of general and administrative expenses and cash taxes payable by SilverBow, in each case using estimates provided by Crescent management, from the indications of the present value of the asset-level free cash flows calculated by Jefferies, (ii) adjusting for the present value as of April 1, 2024 of mark-to-market commodity hedges, and (iii) applying discount rates ranging from 10.7% to 11.7%, which reflects an estimate of SilverBow’s weighted average cost of capital. As inputs to the weighted average cost of capital, Jefferies took into account, among other things, the risk-free rate, market risk premium, beta, the cost of debt, debt to total capitalization, the effective tax rate, and applying Jefferies’ professional judgment and experience, a sensitivity adjustment around the estimated cost of capital. Jefferies then subtracted from the range of enterprise values it derived for SilverBow the estimated total net debt of SilverBow as of March 31, 2024 in the aggregate amount of $1,170 million, as estimated and provided for Jefferies’ use by Crescent management, which includes an estimated deferred payment of $75 million related to the Chesapeake Transaction, which estimate was provided by Crescent management to Jefferies. Based on SilverBow’s fully diluted share count of 26.777 million shares as provided to Jefferies by Crescent management, this analysis indicated a range of implied equity values per share of $45.45 to $49.63, compared to the implied offer price of $38.58 per share of SilverBow, as represented by the Merger Consideration if no holders of SilverBow Common Stock elect to receive Cash Election Consideration in the Mergers and $38.35 per share of SilverBow if the maximum amount of Cash Election Consideration is paid to holders of SilverBow Common Stock in the Mergers.

Jefferies also performed a net asset value analysis of SilverBow using a discount rate based on industry requisite return levels of 10% to 14% (PV-10 to PV-14). This analysis implied a range of implied equity values per share for SilverBow from $37.13 to $52.81, compared to the implied offer price of $38.58 per share of SilverBow, as represented by the Merger Consideration if no holders of SilverBow Common Stock elect to receive Cash Election Consideration in the Mergers and $38.35 per share of SilverBow if the maximum amount of Cash Election Consideration is paid to holders of SilverBow Common Stock in the Mergers.

With respect to SilverBow, Jefferies reviewed publicly available financial and stock market information of the following six publicly traded natural gas and oil exploration and production companies that Jefferies in its

In its analysis, Jefferies derived multiples for the SilverBow Selected Companies from the following metrics:

Estimated EBITDA and estimated levered free cash flow yield for the SilverBow Selected Companies was based on market data as of May 14, 2024 and utilized First Call Pricing. This analysis indicated the following:

Using the reference ranges for the benchmarks set forth below, which ranges were selected based on the low, average, and high multiples of the SilverBow Selected Companies, and using metrics calculated by Jefferies based on the Adjusted SilverBow Forecasts, SilverBow’s fully diluted share count of 26.777 million shares as provided to Jefferies by Crescent management and estimated total net debt of SilverBow as of March 31, 2024 in the aggregate amount of $1,170 million, as estimated and provided for Jefferies’ use by Crescent management, which includes an estimated deferred payment of $75 million related to the Chesapeake Transaction, which estimate was provided by Crescent management to Jefferies, Jefferies determined the ranges of implied per unit equity value ranges, compared to the implied offer price of $38.58 per share of SilverBow, as represented by the Merger Consideration if no holders of SilverBow Common Stock elect to receive Cash Election Consideration in the Mergers and $38.35 per

Using publicly available information, Jefferies reviewed financial data to the extent available relating to four selected merger transactions announced since January 2023 involving public company targets engaged in oil and gas operations with a transaction value between $1 billion and $5 billion and consideration comprised of a combination of stock and cash or all stock that Jefferies in its professional judgment considered generally relevant for purposes of its financial analyses, which are referred to as the “precedent transactions”.

The precedent transactions and the transaction dates, were as follows:

In its analysis, Jefferies derived multiples for each of the precedent transactions based on the following metrics:

This analysis indicated the following:

Using the reference ranges for the benchmarks set forth above, which ranges were selected by Jefferies in its professional judgment, and the Adjusted SilverBow Projections, Jefferies determined ranges of total implied per

No precedent transaction is identical to the Mergers, and none of the target companies in the precedent transactions is identical to SilverBow. In evaluating the precedent transactions, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond SilverBow’s, Crescent’s, and Jefferies’ control. Mathematical analysis, such as determining the high, low and average is not in itself a meaningful method of using the precedent transactions’ data.

With respect to Crescent, Jefferies reviewed publicly available financial and stock market information of the following six publicly traded natural gas and oil exploration and production companies that Jefferies in its professional judgment considered generally relevant to Crescent for purposes of its financial analyses, based on size, asset profile and financial characteristics (which are referred to as the “Crescent Selected Companies”), and compared such information with similar financial data of Crescent prepared and provided by Crescent management to Jefferies: