Crescent Energy to Acquire SilverBow Resources

Creating a Leading Growth Through Acquisition Company with Premier Eagle Ford Position

May 2024

Disclaimer

The information in this presentation relates to Crescent Energy Company (the "Company") and contains information that includes or is based upon "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this presentation, including statements regarding business, strategy, financial position, prospects, plans, objectives, forecasts and projections of the Company, are forward-looking statements. The words such as "estimate," "budget," "projection," "would," "project," "predict," "believe," "expect," "potential," "should," "could," "may," "plan," "will," "guidance," "outlook," "goal," "future," "assume," "focus," "work," "commitment," "approach," "continue" and similar expressions are intended to identify forward-looking statements, however forward-looking statements are not limited to

statements that contain these words. The forward-looking statements contained herein are based on management's current expectations and beliefs concerning future events and their potential effect on the Company and involve known and unknown risks, uncertainties and assumptions, which may cause actual results to differ materially from results expressed or implied by the forward-looking statements.

These risks include, among other things, the ability of the parties to consummate the expected timing and likelihood of completion of the proposed transaction (the "Transaction") with SilverBow Resources, Inc. ("SilverBow"), including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction; the ability to successfully integrate the businesses; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the possibility that the Company's stockholders may not approve the issuance of new shares of common stock in the Transaction or that stockholders of SilverBow may not approve the merger agreement; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company's common stock or SilverBow's common stock; the risk that the Transaction and its announcement could have an adverse effect on the ability of the Company and SilverBow to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; the risk the pending Transaction could distract management of both entities and they will incur substantial costs; the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies; the imprecise nature of estimating oil and gas reserves; the availability of additional economically attractive exploration, development and acquisition opportunities for future growth; unexpected operating conditions and results; upcoming election and associated political volatility; the severity and duration of public health crises, weather, political, and general economic conditions, including the impact of sustained cost inflation, elevated interest rates and associated changes in monetary policy; federal and state regulations and laws; the impact of disruptions in the capital markets; geopolitical events such as the armed conflict in Ukraine and associated economic sanctions on Russia, the Israel-Hamas conflict and increased hostilities in the Middle East, including rising tensions with Iran; actions by the Organization of the Petroleum Exporting Countries ("OPEC") and non-OPECoil-producing countries; the availability of drilling, completion and operating equipment and services; reliance on the Company's external manager; commodity price volatility, including volatility due to ongoing conflict in Ukraine, Israel and the Middle East and other international and national factors; the timing and success of business development efforts; and the risks associated with commodity pricing and the Company's hedging strategy. The Company believes that all such expectations and beliefs are reasonable, but such expectations and beliefs may prove inaccurate. Many of these risks, uncertainties and assumptions are beyond the Company's ability to control or predict. Because of these risks, uncertainties and assumptions, readers are cautioned not to, and should not, place undue reliance on these forward-looking statements. The Company does not give any assurance (1) that it will achieve its expectations or (2) to any business strategies, earnings or revenue trends or future financial results. The forward-looking statements contained herein speak only as of the date of this presentation. Although the Company may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to correct, revise or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable thereto or to any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. For further discussions of risks and uncertainties, you should refer to the Company's filings with the U.S. Securities and Exchange Commission ("SEC") that are available on the SEC's website at http://www.sec.gov, including the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q.

This presentation provides disclosure of the Company's proved reserves. Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in

an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reservoir 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 drilling. Unless otherwise indicated, reserve and PV-10 estimates shown herein are based on a reserves report as of December 31, 2023 prepared by the Company's independent reserve engineer in accordance with applicable rules and guidelines of the SEC. Certain reserve estimates were prepared using commodity prices based on Henry Hub and West Texas Intermediate futures prices, referred to herein as "strip" pricing, which uses certain reserve recognition methodologies and pricing assumptions that may not be consistent with the SEC's reserve recognition standards and pricing assumptions. The Company believes that the use of strip pricing provides useful information about its reserves, as the forward prices are based on the market's forward-looking expectations of oil and natural gas prices as of a certain date. Strip prices are not necessarily a projection of future oil and natural gas prices and should be carefully considered in addition to, and not as a substitute for, SEC prices when considering the Company's oil, natural gas and natural gas liquid reserves.

This presentation includes present value (discounted at PV-10), levered free cash flow and EBITDAX which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). See the "Appendix" of this presentation for more information.

This presentation has been prepared by us and includes market data and other statistical information from sources we believe to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on our good faith estimates, which are derived from our review of internal sources as well as the independent sources described above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this presentation is not intended to, and does not, imply a relationship with us or an endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

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Disclaimer

No Offer or Solicitation: This communication relates to a proposed business combination transaction (the "Transaction") between Crescent Energy Company ("Crescent") and SilverBow Resources, Inc. ("SilverBow"). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Additional Information: In connection with the Transaction, Crescent will file with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form S-4, that will

include a joint proxy statement of Crescent and SilverBow and a prospectus of Crescent. The Transaction will be submitted to Crescent's stockholders and SilverBow's stockholders for their

consideration. Crescent and SilverBow may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus will be sent to the stockholders of Crescent and SilverBow. This document is not a substitute for the registration statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents that Crescent or SilverBow may file with the SEC or send to stockholders of Crescent or SilverBow in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF CRESCENT AND SILVERBOW ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.

Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by Crescent or SilverBow through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Crescent will be made available free of charge on Crescent's website at https://ir.crescentenergyco.com, or by directing a request to Investor Relations, Crescent Energy Company, 600 Travis Street, Suite 7200, Houston, TX 77002, Tel. No. (713) 332-7001. Copies of documents filed with the SEC by SilverBow will be made available free of charge on SilverBow's website at https://sbow.com under the "Investor Relations" tab or by directing a request to Investor Relations, SilverBow Resources, Inc., 920 Memorial City Way, Suite 850, Houston, TX 77024, Tel. No. (281) 874-2700.

Participants in the Solicitation: Crescent, SilverBow and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Transaction.

Information regarding Crescent's directors and executive officers is contained in the Crescent's Annual Report on 10-K for the year ended December 31, 2023 filed with the SEC on March 4, 2024.

You can obtain a free copy of this document at the SEC's website at http://www.sec.gov or by accessing Crescent's website at https://ir.crescentenergyco.com. Information regarding SilverBow's executive officers and directors is contained in the proxy statement for SilverBow's 2024 Annual Meeting of Stockholders filed with the SEC on April 9, 2024 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC's website at www.sec.gov or by accessing the SilverBow's website at https://sbow.com.

Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the joint proxy statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above.

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"Must-Own"Mid-Cap Positioned for Sustained Value Creation

Substantial

Cash Flow Generation

Next 5 year FCF(1)(5) > pro forma mkt cap

~$2.1 BN 2024E EBITDA(2)(5)

~$645 MM 2024E Levered FCF(2)(5)

Financial Strength &

Attractive Return of Capital

$0.12/sh Fixed quarterly dividend(4)

Clear path to Investment Grade rating

Proven access to the capital markets

Focused Operations & Scaled Asset Portfolio

~250 Mboe/d 2024E prod(2) (~40% oil)

Low-decline & long reserve life

~100% of production

from Texas & the Rockies(3)

Returns-Driven

Growth Through M&A

Disciplined M&A framework

focused on cash-on-cash returns

Consistent track record

of prudent growth

  1. Based on internal management estimates.
  2. Based on combination of individual Capital IQ consensus estimates as of 5/10/24.
  3. Pro forma company operations centered on Eagle Ford / Texas and Rockies regions, but include minor assets across other basins.

(4)

Any payment of future dividends is subject to Board approval and other factors.

4

(5)

No reconciliation of this non-GAAP measure to its most directly comparable GAAP measure is available without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various reconciling

items that would impact the most directly comparable forward-looking GAAP financial measure, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. See "Appendix."

Transaction Overview

Transaction Structure

  • SilverBow shareholders will receive 3.125 shares of Crescent Class A common stock for each share of SilverBow common stock, with a cash election alternative to receive $38 per share in cash (up to a maximum total transaction cash consideration of $400 MM)
  • Cash election structure provides SilverBow shareholders the option of liquidity or continued ownership of and upside in a strong, scaled pro forma company

Pro Forma

Upon closing, Crescent shareholders will own between approximately 69% and 79% of the

combined company and SilverBow shareholders will own between approximately 21% and 31% of

Ownership

the combined company, depending on the cash consideration at closing

David Rockecharlie, current CEO of Crescent, will continue as CEO of the combined company

Leadership and

John Goff, current Non-Executive Chairman of Crescent, will continue in that role for the combined

company

Governance

Pro forma Board of Directors will include 2 from SilverBow and 7 independent directors under NYSE

rules (11 total Directors)

Company and Headquarters

  • The combined company will retain the name Crescent Energy Company
  • Crescent will remain headquartered in Houston, Texas

Approvals and Timing

  • The transaction follows a thorough, comprehensive process led by SilverBow's Board
  • Unanimously approved by the Crescent and SilverBow Boards of Directors
  • Current Crescent shareholders representing ~43% of total common shares outstanding have entered into voting agreements in support of the transaction
  • Subject to 1) approval of a majority of SilverBow and Crescent shareholders and 2) customary closing conditions, including by applicable regulatory agencies
  • Targeting closing by the end of Q3 2024

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Offering Compelling Value for All Shareholders

Accretive Combination Creates Leading Growth Through Acquisition Company with Premier Eagle Ford Position

High-Quality, Scaled and Complementary Assets:

Combination creates the 2nd largest operator in the Eagle Ford with a broader portfolio of low-decline,long-life production and a deep, high-quality inventory

Focus on Free Cash Flow and Disciplined Capital Allocation:

Consistent track record of putting investors first, driving cash flow accretion for all shareholders, with strong balance sheet and peer-leading return of capital framework

Potential for Meaningful Cost Savings and Efficiencies:

Expect annualized synergies of $65 - 100 MM driven by immediate cost of capital advantages, adjacent operations and overhead efficiencies

Creates "Must-Own"Mid-Cap Primed for Sustainable Value Creation:

Scaled enterprise with demonstrated track record of prudent growth through returns- driven M&A, alongside significant capital markets tailwinds

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The Combined Company Will Be a Leader in the Eagle Ford

Complementary Combination Positions Crescent as One of the Largest Operators in the Eagle Ford Alongside ConocoPhillips & EOG

Leading Eagle Ford Position

Guadalupe

Bexar

Gonzales

Kinney

Uvalde

Medina

Wilson

DeWitt

Maverick

Atascosa

Zavala

Frio

Karnes

Gollad

Dimmit

La Salle

Bee

Refugio

McMullen

Live Oak

San Patricio

Jim Wells

Duval

Webb

Nueces

Crescent Energy

SilverBow Resources

Other Operators

Gross Operated EF Production(1)

(Mboe/d)

300

Top 10 Eagle Ford Peers

200

100

0

Pro

Status

Status

Forma

Quo

Quo

EF Net Acres(2)

700

(000's)

525

Top 10 Eagle Ford Peers

350

175

0

Pro

Status Status

Forma

Quo

Quo

Source: Enverus as of 5/10/24.

  1. Based on YTD actual production for months with complete data. Includes largest 10 operators besides CRGY, SBOW and pro forma CRGY. Peers include BP, BTE, COP, DVN, EOG,

Ineos, Lewis, MRO, SM and Verdun.

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(2) Includes largest 10 operators besides CRGY, SBOW and pro forma CRGY. Peers include APA, Blackbrush, BP, BTE, Conquistador, COP, EOG, Lewis, MGY and MRO.

High-Quality, Scaled and Complementary Asset Portfolio

SilverBow's Complementary Assets Enhance Combined Business Profile

  • Core footprint across the Eagle Ford & Rockies(1)
  • Significant production base, with >$6 Bn of PDP PV10(2)
  • Balanced commodity mix and peer-leading decline rate provide cash flow stability
  • 10+ years of inventory supports attractive reinvestment opportunities and duration

Scaled, Low-Decline Production Base

Rockies

~30% of '24E Production

~30% of '24E Capital Program

Eagle Ford / Texas

~70% of '24E Production

~70% of '24E Capital Program

Operating Rigs

Substantial Undeveloped Inventory

'24E Net Production

Oil

39%

Gas

~250

44%

Mboe/d

NGL 17%

Decline Rate

35%

25%

Peer Median

CRGY PF

CRGY

SBOW

PF

>2,200

~1,000

>1,200

~750

Low-Risk

Resource Potential

(+) SBOW

Pro Forma

(1)

Pro forma company operations centered on Eagle Ford / Texas and Rockies regions, but include minor assets across other basins.

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(2)

PV-10 is a non-GAAP measure. Based on YE'23 reserves at YE'23 SEC pricing of $78.22 / bbl for oil and $2.64 / MMbtu for gas.

Maintaining a Leading Decline Rate and Reserve Life

Differentiated Asset Stability Alongside Long-Term Portfolio Duration

25%

% NTM Decline Rate

Peers Replace ~40% More

Production Each Year

First Year PDP Decline vs. Peers(1)

25%

25%

28%

35%

36%

36%

37%

39%

Peer Median: 35%

6%

1

2

3

4

5

6

7

8

Pro Forma

11 Years

Proved Reserve Life

~35% Longer Reserve Life than Peers

Reserve Life vs. Peers(2)

10

11

11

9

Peer Median: 8

8

8

5

5

6

1

2

3

4

5

6

7

8

Pro Forma

Note: Peers include BTE, CIVI, CRC, MGY, MTDR, MUR, NOG, SM and VTLE.

9

(1)

Pro Forma CRGY based on combination of YE SEC Reserve Report forecasts. Peer estimates per Enverus as of 5/10/24.

(2)

Estimates per CapIQ as of 5/10/24 and company filings.

Increasing Proven Inventory and Resource Potential

Deep, High-Quality Inventory That Generates Compelling Returns Through Cycle

Gross Locations

Crescent

SilverBow

10+ Year

Low-Risk Inventory

(at Maintenance Activity)

~100 - 120

20+ Year

Unrisked Inventory

~1,150

~400

~750​

>2,200

~1,000

>1,200

Maintenance

Low-Risk

Resource

Program(1)

Inventory

Potential(2)

  1. Assumes 4-5 rig program across asset portfolio to maintain flat production.

(2)

"Resource Potential" does not constitute or represent reserves as defined by the SEC and is not intended to be representative of anticipated future well results or aggregate production

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volumes. Such metric is inherently more uncertain than proved reserve estimates prepared in accordance with SEC guidelines.

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Disclaimer

SilverBow Resources Inc. published this content on 16 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 May 2024 12:07:29 UTC.