424B3

424B3 1 d185487d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258157

LOGO

MERGER PROPOSED—YOUR VOTE IS IMPORTANT

Dear Stockholders of Contango Oil & Gas Company:

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

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

•

the merger of Independence with and into OpCo which we refer to as the Independence Merger,

•

the merger of IE C Merger Sub Inc. (“C Merger Sub”), a wholly owned corporate subsidiary of New PubCo, with and into Contango, with Contango surviving the merger as a wholly owned corporate subsidiary of New PubCo, which we refer to as the Contango Merger,

•

the subsequent merger of Contango with and into IE L Merger Sub LLC (“L Merger Sub”), a wholly owned limited liability company subsidiary of New PubCo, with L Merger Sub surviving the merger as a wholly owned limited liability company subsidiary of New PubCo, which we refer to as the LLC Merger, and

•

the subsequent contribution of L Merger Sub by New PubCo to OpCo.

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

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

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

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

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

Sincerely,

LOGO

Wilkie S. Colyer, Jr.

Chief Executive Officer

Contango Oil & Gas Company

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

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

LOGO

CONTANGO OIL & GAS COMPANY

111 E. 5^th Street, Suite 300

Fort Worth, Texas 76102

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

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

To approve and adopt the Transaction Agreement, dated as of June 7, 2021 (as it may be amended from time to time, the “Transaction Agreement”), by and among Contango, Independence, New PubCo, OpCo, IE C Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of New PubCo (“C Merger Sub”), and IE L Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New PubCo (“L Merger Sub”), a copy of which is attached as Annex A to the proxy statement/prospectus of which this notice is a part and incorporated by reference therein (the “Transaction Proposal”), including the Contango Merger and the other Transactions contemplated thereby;

To approve the issuance of additional shares of Contango Common Stock under the amendment to Contango’s Amended and Restated 2009 Incentive Compensation Plan (“2009 Plan”), including an amount as necessary to effectuate the treatment of Contango’s outstanding equity awards in the manner contemplated by the Transaction Agreement (the “Contango LTIP Proposal”); and

To approve, on an advisory (non-binding) basis, the compensation that may become payable to Contango’s named executive officers in connection with the consummation of the Transactions (the “Compensation Proposal”).

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

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

•

“FOR” the Transaction Proposal,

•

“FOR” the Contango LTIP Proposal, and

•

“FOR” the Compensation Proposal.

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

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

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

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders: (877) 800-5187

Banks and Brokers: (212) 750-5833

By order of the Board of Directors

LOGO

Charles L. McLawhorn, III

Senior Vice President, General Counsel and Corporate Secretary

ADDITIONAL INFORMATION

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

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

Contango Oil & Gas Company

111 E. 5^th Street, Suite 300

Fort Worth, Texas 76102

(817) 529-0059

Attention: Corporate Secretary

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders: (877) 800-5187

Banks and Brokers: (212) 750-5833

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

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

ABOUT THIS PROXY STATEMENT/PROSPECTUS

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

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

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

TABLE OF CONTENTS


CERTAIN DEFINED TERMS			1
QUESTIONS AND ANSWERS			7
SUMMARY			18
The Companies			18
The Transactions			19
Recommendation of the Contango Board and Reasons for the Transactions			21
Opinion of Contango’s Financial Advisor			22
Interests of Contango Directors and Executive Officers in the Transactions			22
Directors and Management of New PubCo Following Completion of the Transactions			23
Material U.S. Federal Income Tax Consequences of the Mergers			23
Accounting Treatment			24
Regulatory Approval Required to Complete the Transactions			24
Treatment of Contango Equity Awards			24
Non-Solicitation Obligations			25
Change in Board Recommendation and Superior Proposal Termination Right			25
Conditions to Completion of the Transactions			27
Termination of the Transaction Agreement			28
Expenses and Termination Fees Relating to the Termination of the Transaction Agreement			29
Related Agreements			30
Expected Timing of the Transactions			32
Listing of New PubCo Common Stock; Delisting of Contango Common Stock			32
No Dissenters’ Rights			32
Comparison of Stockholder Rights			32
Risk Factors			33
Litigation Related to the Transactions			34
Special Meeting			36
Recommendation of the Contango Board and Reasons for the Transactions			37
Selected Historical Financial Data of Independence			38
Selected Historical Consolidated Financial Data of Contango			42
Selected Unaudited Pro Forma Condensed Combined Financial Information of New PubCo			45
Comparative Per Share Information			46
COMPARATIVE STOCK PRICE DATA AND DIVIDENDS			48
Stock Prices			48
Dividends			48
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS			49
RISK FACTORS			51
Risks Relating to the Transactions			51
Risks Relating to the Business of the Combined Company Upon Completion of the Transactions			56
Other Risk Factors of Independence			66
Other Risk Factors of Contango			91
SPECIAL MEETING			92
General			92
Date, Time and Place of the Special Meeting			92
Purposes of the Special Meeting			92
Record Date; Voting Rights			92
Recommendation of the Contango Board			92
Attendance at the Special Meeting			93
Outstanding Shares as of Record Date			93
Shares and Voting of Contango Directors and Executive Officers			93
Voting Agreement			93


Quorum			93
Vote Required			94
How to Vote			94
Proxies and Revocation			95
Inspector of Election			95
Solicitation of Proxies			95
Adjournments			95
No Dissenters’ Rights			96
Other Matters			96
Householding of Special Meeting Materials			96
Questions and Additional Information			96
PROPOSAL 1: THE TRANSACTION PROPOSAL			97
Effects of the Transactions			97
Background of the Transactions			97
Recommendation of the Contango Board and Reasons for the Transactions			105
Certain Contango Unaudited Prospective Financial and Operating Information			110
Certain Independence Unaudited Prospective Financial and Operating Information			113
Opinion of Contango’s Financial Advisor			115
Interests of Contango Directors and Executive Officers in the Transactions			128
Material U.S. Federal Income Tax Consequences of the Mergers			131
Accounting Treatment of the Transactions			134
Regulatory Approval Required to Complete the Transactions			134
Exchange of Contango Shares			135
Listing of New PubCo Class A Common Stock; Delisting of Contango Common Stock			135
No Dissenters’ Rights			135
Litigation Related to the Transactions			135
Vote Required and Contango’s Recommendation			136
THE TRANSACTION AGREEMENT AND RELATED AGREEMENTS			137
Structure of the Transactions			137
Closing and Effective Time of the Transactions			138
Effect of the Transactions on Equity Interests and Contango Common Stock			138
Exchange of Contango Common Stock			139
Dissenters’ Rights			141
Treatment of Contango Equity-Based Awards			141
Conditions to Completion of the Transactions			142
Agreement Not to Solicit Other Offers			144
Treatment of Representatives			149
Termination of the Transaction Agreement			150
Effect of Termination			151
Termination Fee Payable by Contango			151
Representations and Warranties			151
Conduct of Business Pending the Transactions			154
Employee Matters			159
Regulatory Approvals; Efforts to Close the Transactions			159
Indemnification; Directors’ and Officers’ Insurance			160
Financing			161
Other Covenants and Agreements			161
Other Expenses			162
Extension; Waivers; Amendments			162
Directors and Officers			162
Management Agreement			163
Voting Agreement			164
Registration Rights Agreement			164


Specified Rights Agreement			165
OpCo LLC Agreement			165
DIRECTORS AND MANAGEMENT OF NEW PUBCO FOLLOWING THE TRANSACTIONS			167
Controlled Company and Board Independence			170
PROPOSAL 2: THE CONTANGO LTIP PROPOSAL			176
Introduction			183
Summary Compensation Table			184
Narrative to Summary Compensation Table			184
Objectives and Philosophy of Contango’s Executive Compensation Program			184
Setting Executive Compensation			185
Elements of Contango’s Executive Compensation Program			185
Base Salary			185
Annual Cash Incentive Compensation			185
Long Term Equity Incentive Compensation			187
Other Benefits			187
Outstanding Equity Awards at 2020 Year-End			188
Severance Benefits			188
Change in Control Severance Plan			188
Executive Severance Plan			189
Equity Award Agreements			189
Director Compensation			190
Director Compensation for 2020			190
Retainer/Fees and Equity Compensation			190
PROPOSAL 3: THE ADVISORY COMPENSATION PROPOSAL			192
Vote Required and the Contango Board’s Recommendation			192
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			193
DESCRIPTION OF NEW PUBCO CAPITAL STOCK			213
General			213
New PubCo Common Stock			213
Description of the New PubCo Preferred Stock			214
Corporate Opportunities			215
Anti-Takeover Provisions			216
COMPARISON OF RIGHTS OF NEW PUBCO STOCKHOLDERS and CONTANGO STOCKHOLDERS			218
NO DISSENTERS’ RIGHTS			228
INFORMATION ABOUT CONTANGO			229
Contango Oil & Gas Company			229
INFORMATION ABOUT INDEPENDENCE			232
Business			232
Free cash flow-focused portfolio			233
Business strategies			235
Competitive strengths			237
Properties			238
Oil, natural gas and NGL data			240
Preparation of reserve estimates			241
Proved undeveloped reserves (PUDs)			242
Drilling locations			244
Oil, natural gas and NGL production prices and production costs			244
Wells			246
Leasehold acreage			246
Drilling and other exploration and development activities			247
Marketing and customers			247

iii


Competition			248
Seasonality of business			249
Title to properties			249
Legislative and regulatory environment			249
Related insurance			259
Employees			260
Legal proceedings			260
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INDEPENDENCE			261
Business			261
How Independence evaluates its operations			264
Sources of revenues			264
Results of operations:			266
Liquidity and capital resources			278
Critical accounting policies and estimates			284
New and revised accounting standards			286
Non-GAAP financial measures			287
Quantitative and qualitative disclosure about market risk			287
LEGAL MATTERS			290
EXPERTS			290
Contango			290
Independence			290
STOCKHOLDER PROPOSALS			291
HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS			291
WHERE YOU CAN FIND MORE INFORMATION			292
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A—Transaction Agreement
ANNEX B—Form of Management Agreement
ANNEX C—Specified Rights Agreement
ANNEX D—Voting Agreement
ANNEX E—Form of Registration Rights Agreement
ANNEX F—Form of Amended and Restated Limited Liability Company Agreement of OpCo
ANNEX G—Opinion of Jefferies LLC
ANNEX H—Form of Amended and Restated Certificate of Incorporation of New PubCo
ANNEX I—Form of Amended and Restated Bylaws of New PubCo
ANNEX J—Third Amended and Restated 2009 Incentive Compensation Plan of Contango, as amended
ANNEX K—Form of IE PubCo Inc. 2021 Manager Incentive Plan
ANNEX L—Form of IE PubCo Inc. 2021 Equity Incentive Plan

CERTAIN DEFINED TERMS

In this proxy statement/prospectus:

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

“ARO” means an asset retirement obligation.

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

“BLM” means the federal Bureau of Land Management.

“Boe” means barrels of oil equivalent.

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

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

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

“CARB” means the California Air Resources Board.

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

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

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

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

“CFTC” means the Commodity Futures Trading Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

“DJ” means Denver Julesburg.

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

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

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

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

“EHS” means Environment, Health and Safety.

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

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

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

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

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

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

“ESG” means Environmental, Social and Governance.

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

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

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

“FERC” means the Federal Energy Regulatory Commission.

“FRA” means the Federal Railroad Administration.

“FTC” means the Federal Trade Commission.

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

“GHGs” means greenhouse gases.

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

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

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

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

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

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

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

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

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

“IRS” means the United States Internal Revenue Service.

“IT” means Information Technology.

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

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

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

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

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

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

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

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

“MBbls” means thousand barrels of oil or NGL.

“MBoe” means thousand Boe.

“Mcf” means thousand cubic feet of natural gas.

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

“MMcf” means million cubic feet of natural gas.

“NAAQS” means National Ambient Air Quality Standard.

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

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

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

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

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

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

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

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

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

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

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

“NYMEX” means the New York Mercantile Exchange.

“NYSE” means the New York Stock Exchange.

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

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

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

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

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

“OpCo Unitholder” means a holder of OpCo Units.

“OPEC” means the Organization of Petroleum Exporting Countries.

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

“PDP” means proved developed producing.

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

“PPP” means the Paycheck Protection Program.

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

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

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

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

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

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

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

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

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

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

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

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

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

“TRC” means the Texas Railroad Commission.

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

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

QUESTIONS AND ANSWERS

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

Q:	Why am I receiving this document?

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

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

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

•

Independence has formed New PubCo and OpCo, with OpCo as a wholly owned subsidiary of New PubCo,

•

the merger of Independence with and into OpCo, which we refer to as the Independence Merger,

•

the merger of C Merger Sub, a wholly owned corporate subsidiary of New PubCo with and into Contango, with Contango surviving the merger as a wholly owned corporate subsidiary of New PubCo, which we refer to as the Contango Merger,

•

the subsequent merger of Contango with and into L Merger Sub, another wholly owned limited liability company subsidiary of New PubCo, with such subsidiary surviving the merger as a wholly owned limited liability company subsidiary of New PubCo, which we refer to as the LLC Merger, and

•

the subsequent contribution of L Merger Sub by New PubCo to OpCo.

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

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

Q:	What will Contango stockholders receive for their shares of Contango Common Stock in the Contango Merger?

Each share of Contango Common Stock will, upon the terms and subject to the conditions set forth in the Transaction Agreement, be converted into the right to receive 0.2000 shares of New PubCo Class A Common Stock (for a total of 43,105,853 shares). As a result, Contango’s shareholders will receive New PubCo Class A Common Stock representing voting and economic rights in New PubCo. In lieu of any fractional share of New PubCo Class A Common Stock to which any holder of Contango Common Stock would otherwise be entitled in connection with the payment of the merger consideration, the holders will be entitled to receive from the exchange agent in accordance with the provisions of the Transaction Agreement, a cash payment in lieu of such fractional share of New PubCo Class A Common Stock representing such holder’s proportionate interest, if any, in the proceeds from the sale by the exchange agent (reduced by any fees of the exchange agent attributable to such sale) in one or more transactions of shares of New PubCo Class A Common Stock equal to the excess of (i) the aggregate number of shares of New PubCo Class A Common Stock to be delivered to the exchange agent pursuant to the Transaction Agreement minus (ii) the aggregate number of whole shares New PubCo Class A Common Stock to be issued to the holders of Eligible Shares pursuant to the terms of the Transaction Agreement. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Eligible Shares in lieu of any fractional shares of New PubCo Class A Common Stock, the exchange agent will make available such amounts to such holders of Eligible Shares, without interest, subject to and in accordance with the terms of the Transaction Agreement.

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

Q:	Who will own New PubCo immediately following the Transactions?

Immediately after the Contango Merger Effective Time, Contango stockholders will hold approximately 100% of the New PubCo Class A Common Stock and approximately 25% of the combined New PubCo Class A and Class B Common Stock, and current Independence owners will hold 100% of the New PubCo Class B Common Stock and approximately 75% of the combined New PubCo Class A and Class B Common Stock outstanding. Giving effect to the 2,831,381 shares of New PubCo Class A Common Stock to be issued to holders of Contango PSU Awards, Contango stockholders will hold approximately 25.3% and Independence equityholders will hold approximately 74.7%.

Q:	How will New PubCo be structured following the Transactions?

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

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

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

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

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

Q:	What are the material U.S. federal income tax consequences of the Mergers to Contango Stockholders?

In reliance on a legal opinion provided by Gibson, Dunn & Crutcher LLP, tax counsel to Contango, New PubCo and Contango believe the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Provided that the Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder (as defined in “Proposal 1: The Transaction Proposal—Material U.S. Federal Income Tax Consequences of the Mergers”) of Contango Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Contango Common Stock for shares of New PubCo Class A Common Stock pursuant to the Mergers, except with respect to any cash received in lieu of fractional shares of New PubCo Class A Common Stock.

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

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

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

Q:	How will New PubCo be managed following the Transactions?

Following the consummation of the Transactions, New PubCo will be managed by the New PubCo Board, which will have nine members, with two directors designated by Contango and seven directors designated by the Preferred Stockholder, who shall be designated prior to the consummation of the Transactions.

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

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

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

Q:	What fees will be payable under the Management Agreement?

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

Q:	What is the relationship between KKR and New PubCo?

A:	KKR is a leading global investment firm that has completed more than 375 private equity investments in portfolio companies with total transaction value in excess of $650 billion as of December 31, 2020. The

Preferred Stockholder, the Manager and EIGF II are each part of KKR. The Preferred Stockholder will generally have the right to appoint and remove the members of the New PubCo Board. The Manager will provide New PubCo with its executive management team that will manage all of New PubCo’s day-to-day operations, including accounting, financial reporting, audit, tax, treasury, corporate reserves, business planning, risk management, investor relations, ESG and EHS, IT and digital infrastructure, capital allocation, financing and capital markets activity, corporate business development, legal, land administration and human resources. The Manager will also provide New PubCo with access to the breadth of KKR’s global platform, including the perspectives of its Global Macro team, Public Affairs, KKR Capital Markets, the KKR Global Institute and Client and Partner Group.

Q:	How will investment opportunities be allocated between KKR and New PubCo?

New PubCo is positioned to be KKR’s primary platform for pursuing upstream oil and natural gas opportunities and, pursuant to the terms of the Management Agreement, all investment opportunities in upstream oil and gas assets will be presented to New PubCo with the total amount of the available investment allocated between New PubCo and EIGF II in good faith by the Manager on a pro rata basis subject to and taking into account available capital, applicable concentration limits, investment restrictions and other similar considerations. After all available investment capital within EIGF II has been fully deployed, the Manager will ensure that at least 70% of any such investment amounts are allocated to New PubCo.

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

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

Q:	What vote is required to approve each proposal?

A:	Your vote “FOR” each proposal presented at the Special Meeting is very important, and you are encouraged to submit a proxy as soon as possible.

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

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

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

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

Q:	Why are Contango stockholders being asked to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Contango’s named executive officers in connection with the completion of the Transactions?

A:	The Exchange Act and applicable SEC rules thereunder require Contango to seek an advisory (non-binding) vote with respect to certain payments that could become payable to its named executive officers in connection with the Transactions.

Q:	How does the Contango Board recommend that I vote?

The Contango Board, after considering the various factors described under “Proposal 1: The Transaction Proposal—Recommendation of the Contango Board and Reasons for the Transactions,” has unanimously approved the Transaction Agreement and determined that the Transaction Agreement and the Transactions are fair to, and in the best interests of, Contango and its stockholders and recommends that Contango stockholders approve and adopt this Transaction Agreement, the Contango Merger and the other Transactions contemplated by this document.

Accordingly, the Contango Board recommends that Contango stockholders vote:

•

“FOR” the Transaction Proposal,

•

“FOR” the Contango LTIP Proposal and

•

“FOR” the Compensation Proposal.

Q:	Will the New PubCo Class A Common Stock received at the time of completion of the Transactions be traded on an exchange?

Yes. It is a condition to the consummation of the Transactions that the shares of New PubCo Class A Common Stock to be issued to Contango stockholders in connection with the Transactions be authorized for listing on a nationally recognized stock exchange. New PubCo has applied for listing on the NYSE.

Q:	When do Contango and Independence expect to complete the Transactions?

A:	Contango and Independence currently expect to complete the Transactions in the second half of 2021. However, neither Contango nor Independence can predict the actual date on which the Transactions will be

completed, nor can the parties assure that the Transactions will be completed, because completion is subject to conditions beyond either company’s control. See “Proposal 1: The Transaction Proposal—Regulatory Approvals Required to Complete the Transactions” and “The Transaction Agreement and Related Agreements—Conditions to Completion of the Transactions.”

Q:	What happens if the Transactions are not completed?

If the Transaction Agreement is not approved and adopted by Contango stockholders or the Transactions are not completed for any other reason, Contango stockholders will not receive any shares of New PubCo for shares of Contango’s Common Stock they own. Instead, Contango will remain an independent public company, Contango Common Stock will continue to be listed and traded on the NYSE American and registered under the Exchange Act, and Contango will continue to file periodic reports with the SEC on account of Contango’s Common Stock.

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

Q:	What will holders of Contango equity awards receive in the Transactions?

A:	The Transaction Agreement provides for the treatment set forth below with respect to the awards held by Contango’s non-employee directors, executive officers and other employees at the effective time:

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

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

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

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

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

Q:	When and where is the Special Meeting?

A:	The Special Meeting will be held on December 6, 2021 at 9:00 a.m. (Central Time) in person at City Club of Fort Worth, 301 Commerce Street, Fort Worth, Texas 76102.

Q:	Am I entitled to vote at the Special Meeting?

Only stockholders of record on October 15, 2021, the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. As of the close of business on October 15, 2021, there were 201,175,841 outstanding shares of Contango Common Stock entitled to vote at the Special Meeting, with each share of Contango Common Stock entitling the holder of record on such date to one vote.

Q:	What constitutes a quorum at the Special Meeting?

In order for business to be conducted at the Special Meeting, a quorum must be present. A quorum at the Special Meeting requires the presence, in person or by proxy, of a majority of all the shares entitled to vote at the Special Meeting, present in person or by proxy. Abstentions and broker non-votes will be counted towards a quorum. At the close of business on October 15, 2021, the record date for the Special Meeting, there were 201,175,841 shares of Contango Common Stock outstanding.

Q:	What do I need to do now?

After you have carefully read and considered the information contained in or incorporated by reference into this proxy statement/prospectus, please submit your proxy via the Internet or by telephone in accordance with the instructions set forth on the enclosed proxy card, or complete, sign, date and return the enclosed proxy card in the postage-prepaid envelope provided as soon as possible so that your shares will be represented and voted at the Special Meeting.

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

Q:	How will my proxy be voted?

A:	If you submit your proxy via the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card, your proxy will be voted in accordance with your instructions.

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

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

Q:	Who will count the votes?

A:	The votes at the Special Meeting will be counted by an independent inspector of election appointed by the Contango Board.

Q:	May I vote in person?

A:	Yes. If you are a stockholder of record of Contango at the close of business on October 15, 2021, you may attend the Special Meeting and vote your shares in person, in lieu of submitting your proxy by Internet or telephone or by completing, signing, dating and returning the enclosed proxy card.

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

Q:	What must I bring to attend the Special Meeting?

Only Contango stockholders of record, as of the close of business on the record date, beneficial owners of Contango Common Stock as of the record date, holders of valid proxies for the Special Meeting, and invited guests of Contango may attend the Special Meeting. All attendees should be prepared to present government-issued photo identification (such as a driver’s license or passport) for admittance. The additional items, if any, that attendees must bring depend on whether they are stockholders of record, beneficial owners or proxy holders.

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

Q:	What should I do if I receive more than one set of voting materials for the Special Meeting?

You may receive more than one set of voting materials for the Special Meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your Contango Common Stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form.

Q:	What is the difference between holding shares as a “shareholder of record” and holding shares as “beneficial owner” (or in “street name”)?

Most stockholders are considered “beneficial owners” of their shares—they hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially or in “street name.”

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

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

Q:	What is a broker non-vote?

If you are a beneficial owner of shares held in “street name” and do not provide your broker, bank or nominee with specific voting instructions, the broker, bank or nominee may generally vote on “routine” matters, but cannot vote on “non-routine” matters. If the broker, bank or nominee does not receive instructions from you on how to vote your shares on a non-routine matter, it will inform the inspector of election that it does not have authority to vote on this matter with respect to your shares. This is referred to as a “broker non-vote.”

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

Q:	Can I revoke or change my vote?

Yes. A shareholder of record may revoke or change a proxy before the proxy is exercised by filing with Contango’s Secretary a notice of revocation, by delivering to Contango a new proxy, by attending the meeting and voting in person, or by re-voting by telephone or the Internet. Beneficial owners must follow instructions provided by their broker, bank or other nominee to revoke or change a proxy. A shareholder’s last timely vote, whether via the Internet, by telephone or by mail, is the vote that will be counted.

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

Q:	What happens if I sell or otherwise transfer my shares of Contango Common Stock before the Special Meeting?

A:	The record date for stockholders entitled to vote at the Special Meeting is October 15, 2021, which is earlier than the date of the Special Meeting. If you sell or otherwise transfer your shares after the record date but

before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies Contango in writing of such special arrangements, you will retain your right to vote such shares at the Special Meeting but will otherwise transfer ownership of your shares of Contango Common Stock.

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

Q:	Where can I find voting results of the Special Meeting?

Contango intends to announce preliminary voting results at the Special Meeting and publish the final results in Current Reports on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Contango files with the SEC are publicly available when filed. See “Where You Can Find More Information.”

Q:	Do stockholders have dissenters’ rights or appraisal rights?

A:	Contango stockholders are not entitled to dissenters’ rights or appraisal rights in connection with the Transactions. For further information relating to appraisal and dissenters’ rights, see “Proposal 1: The Transaction Proposal—No Dissenters’ Rights.”

Q:	How can I find more information about Contango and Independence?

A:	You can find more information about Contango and Independence in this proxy statement/prospectus and from various sources described in the section titled “Where You Can Find More Information.”

Q:	Who can answer my questions about the Special Meeting, the Transactions, the other transactions contemplated by the Transaction Agreement, or any other related agreement?

If you have any questions about the Special Meeting, the Transactions, the other related agreements, or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or documents incorporated by reference herein, the enclosed proxy card or voting instructions, you should contact:

Contango Oil & Gas Company

111 E. 5^th Street, Suite 300

Fort Worth, Texas 76102

(817) 529-0059

Attention: Corporate Secretary

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders: (877) 800-5187

Banks and Brokers: (212) 750-5833

SUMMARY

The following summary highlights selected information described in more detail elsewhere in this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus and may not contain all the information that may be important to you. To understand the Transactions and the matters being voted on by Contango stockholders at the Special Meeting more fully, and to obtain a more complete description of the legal terms of the Transaction Agreement and the agreements related thereto, you should carefully read this entire document, including the annexes, and the documents to which Contango refers you. Each item in this summary includes a page reference directing you to a more complete description of that topic. See “Where You Can Find More Information.”

The Companies (see pages 227 and 230)

Contango Oil & Gas Company

Contango is a Fort Worth, Texas based independent oil and natural gas company. Contango’s business is to maximize production and cash flow from its onshore properties primarily located in Oklahoma, Texas, Wyoming and Louisiana and offshore properties in the shallow waters of the Gulf of Mexico and use that cash flow to explore, develop, exploit and acquire oil and natural gas properties across the United States. Contango’s long term business strategy consists of pursuing accretive, opportunistic acquisitions that meet its short-term and long-term strategic and financial objectives and enhancing its existing portfolio by dedicating the majority of its capital expenditures to its existing portfolio of oil and liquids-rich opportunities.

Contango was originally formed in 1999 as a Nevada corporation and changed its state of incorporation to the State of Delaware in 2000, and, following approval by the stockholders in 2019, changed the state of incorporation from the State of Delaware to the State of Texas. Contango’s principal executive offices are located at 111 E. 5^th Street, Suite 300 Fort Worth, Texas 76102 and its phone number is (817) 529-0059.

For additional information concerning Contango’s business, see “Information About Contango.”

Independence Energy LLC

Independence is a diversified, well-capitalized U.S. independent energy company with a portfolio of assets in key proven basins across the lower 48 states. Its leadership team is a group of experienced investment, financial and industry professionals who have a demonstrated track record of employing its strategy since 2011. It seeks to deliver attractive risk-adjusted investment returns and predictable cash flows across cycles by employing its differentiated approach to investing in the oil and gas industry. Its approach includes a cash flow-based investment mandate and an active risk management strategy, with a focus on operated working interests, and is complemented by non-operated working interests, mineral and royalty interests, and midstream infrastructure.

Independence was formed in June 2020 in the State of Delaware, with its predecessor operating since 2011. Independence’s principal executive offices are located at 600 Travis Street, Suite 7200, Houston, Texas 77002, and its phone number is (713) 481-7782.

For additional information concerning Independence’s business, see “Information About Independence.”

IE OpCo LLC

OpCo is a Delaware limited liability company and a direct, wholly owned subsidiary of Independence that was formed by Independence on June 3, 2021 solely in contemplation of the Transactions, has not conducted any

business and has no assets, liabilities or other obligations of any nature other than as set forth in the Transaction Agreement. Its principal executive offices are located at 600 Travis Street, Suite 7200, Houston, Texas 77002 and its telephone number is (713) 481-7782.

IE PubCo Inc.

New PubCo is a Delaware corporation and a direct, wholly owned subsidiary of Independence that was formed by Independence on June 3, 2021 solely in contemplation of the Transactions, has not conducted any business and has no assets, liabilities or other obligations of any nature other than as set forth in the Transaction Agreement. Its principal executive offices are located at 600 Travis Street, Suite 7200, Houston, Texas 77002 and its telephone number is (713) 481-7782.

Following completion of the Transactions, New PubCo is expected to be renamed Crescent Energy Company and the New PubCo Class A Common Stock is expected to be listed on the NYSE under the symbol “CRGY.”

IE L Merger Sub LLC

L Merger Sub is a Delaware limited liability company and a direct, wholly owned subsidiary of New PubCo that was formed by New PubCo on June 3, 2021 solely in contemplation of the Transactions, has not conducted any business and has no assets, liabilities or other obligations of any nature other than as set forth in the Transaction Agreement. Its principal executive offices are located at 600 Travis Street, Suite 7200, Houston, Texas 77002 and its telephone number is (713) 481-7782.

IE C Merger Sub Inc.

C Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of New PubCo that was formed by New PubCo on June 3, 2021 solely in contemplation of the Transactions, has not conducted any business and has no assets, liabilities or other obligations of any nature other than as set forth in the Transaction Agreement. Its principal executive offices are located at 600 Travis Street, Suite 7200, Houston, Texas 77002 and its telephone number is (713) 481-7782.

The Transactions (see page 137)

Contango and Independence have entered into the Transaction Agreement, which provides for the combination of Contango’s business with the business of Independence under New PubCo, a new publicly-traded holding company. New PubCo will be structured as an “Up-C”, with all of the assets and operations of each of Independence and Contango indirectly held by OpCo. Contango shareholders will own New PubCo Class A Common Stock, which will have both voting and economic rights. The New PubCo Class A Common Stock and OpCo Units are economically equivalent. OpCo Units may be redeemed or exchanged on the terms and conditions set forth in OpCo’s Amended and Restated Limited Liability Company Agreement. Independence’s owners will own economic, non-voting OpCo Units in OpCo and corresponding New PubCo Class B Common Stock, which has voting (but no economic) rights with respect to New PubCo.

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

•

Independence has formed New PubCo and OpCo, with OpCo as a wholly owned subsidiary of New PubCo,

•

the merger of Independence with and into OpCo, with OpCo as the surviving person in the merger, which we refer to as the Independence Merger,

•

immediately following such merger, the merger of C Merger Sub with and into Contango, with Contango surviving the merger as a wholly owned corporate subsidiary of New PubCo, which we refer to as the Contango Merger,

•

immediately following such merger, the merger of Contango with and into L Merger Sub, with L Merger Sub surviving the merger as a wholly owned limited liability company subsidiary of New PubCo and

•

immediately following such merger, the contribution of L Merger Sub by New PubCo to OpCo.

In connection with the Independence Merger, the owners of Independence will be entitled to receive 127,536,463 OpCo Units. In connection with the Contango Merger, each share of Contango Common Stock will be converted into the right to receive 0.2000 of a share of New PubCo Class A Common Stock (for a total of 43,105,853 shares, with cash in lieu of fractional shares). As a result of these transactions, (a) former stockholders of Contango will own New PubCo Class A Common Stock representing approximately 25% of the outstanding New PubCo Class A Common Stock and New PubCo Class B Common Stock taken together, and (b) former owners of Independence will own approximately 75% of OpCo, 100% of the total outstanding New PubCo Class B Common Stock and approximately 75% of the total outstanding New PubCo Class A Common Stock and New PubCo Class B Common Stock taken together. New PubCo will own approximately 25% of the OpCo Units. Additionally, the Preferred Stockholder will be the sole holder of the New PubCo Non-Economic Series I Preferred Stock, which will entitle the holder thereof to appoint the Board of Directors of New PubCo and to certain other approval rights described elsewhere in this document.

The following diagram depicts a simplified version of New PubCo’s structure following the Transactions:

LOGO

(1)	Includes 2,831,381 shares of New PubCo Class A Common Stock to be issued to holders of Contango PSU Awards in accordance with the Transaction Agreement. See “The Transaction Agreement—Treatment of Contango Equity-Based Awards—Performance Stock Unit Awards.

Recommendation of the Contango Board and Reasons for the Transactions (see page 105)

After careful consideration, the Contango Board has unanimously approved the Transaction Agreement and determined that the Transaction Agreement is fair to, and in the best interests of, Contango and its stockholders and recommends that Contango stockholders approve and adopt the Transaction Agreement, the Contango Merger and the other Transactions contemplated by the Transaction Agreement. The Contango Board unanimously recommends that Contango stockholders vote:

•

“FOR” the Transaction Proposal,

•

“FOR” the Contango LTIP Proposal and

•

“FOR” the Compensation Proposal.

Opinion of Contango’s Financial Advisor (see page 115)

In May 2021, Contango retained Jefferies to act as Contango’s financial advisor in connection with a possible business transaction or series of transactions involving all of or a majority of Contango’s equity or assets. At a meeting of the Contango Board on June 7, 2021, a representative of Jefferies rendered Jefferies’ opinion to the Contango 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 as set forth in its opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of Contango Common Stock (other than Independence, L Merger Sub, C Merger Sub and their respective affiliates).

The full text of the written opinion of Jefferies, dated as of June 7, 2021, is attached hereto as Annex G. Jefferies’s opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of review set forth in its opinion. Contango encourages you to read Jefferies’s opinion carefully and in its entirety. Jefferies’s opinion is for the use and benefit of Contango’s Board and was directed to the Contango Board (in its capacity as such) and addresses only the fairness, from a financial point of view, to the holders of Contango Common Stock (other than Independence, L Merger Sub, C Merger Sub and their respective affiliates) of the merger consideration set forth in the Transaction Agreement. It does not address the relative merits of the Transactions as compared to any alternative transaction or opportunity that might be available to Contango, nor does it address the underlying business decision by Contango to engage in the Transactions or the terms of the Transaction Agreement or the documents referred to therein. Jefferies’s opinion does not constitute a recommendation as to how any holder of shares of Contango Common Stock should vote on the Transactions or any matter related thereto.

For further information, see the section of this proxy statement/prospectus entitled “Proposal 1: The Transaction Proposal—Opinion of Contango’s Financial Advisor” and Annex G.

Interests of Contango Directors and Executive Officers in the Transactions (see page 128)

Contango’s directors and executive officers have interests in the Transactions that may be different from, or in addition to, the interests of the Contango stockholders generally. The members of the Contango Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Transaction Agreement, and in recommending that Contango stockholders approve and adopt the Transaction Agreement.

These interests include, among others:

•

the Transaction Agreement provides for accelerated vesting and settlement of all Contango equity awards in connection with the Transactions;

•

the Contango executive officers participate in a change in control severance plan that provides for enhanced severance payments and benefits in the event of a qualifying termination of employment within a designated period following the completion of the Transactions;

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Contango’s directors and executive officers are entitled to continued indemnification and insurance coverage; and

•

John Goff is expected to be the Chairman of the New PubCo Board following completion of the Transactions.

See “Proposal 1: The Transaction Proposal—Interests of Contango Directors and Executive Officers in the Transactions” for a more detailed description of the interests of Contango’s directors and executive officers.

Directors and Management of New PubCo Following Completion of the Transactions (see page 167)

Members of the New PubCo Board will be designated by the Preferred Stockholder as the holder of the New PubCo Non-Economic Series I Preferred Stock. The initial New PubCo Board at Closing will consist of nine directors with two directors designated by Contango, including Mr. Goff as Chairman and Ellis L. “Lon” McCain, and seven directors designated by the Preferred Stockholder, including David C. Rockecharlie, Brandi Kendall, Erich Bobinsky, Bevin Brown, Karen J. Simon, Claire S. Farley and Robert G. Gwin. Upon completion of the Transactions, David C. Rockecharlie will be the Chief Executive Officer of New PubCo.

Material U.S. Federal Income Tax Consequences of the Mergers (see page 131)

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

Accounting Treatment (see page 134)

In accordance with U.S. GAAP, New PubCo will account for the Transactions using the acquisition method of accounting (“acquisition accounting”) with Independence as the acquiring entity and the predecessor of New PubCo for accounting purposes. Under acquisition accounting, Contango’s assets and liabilities will be recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of Contango’s net assets acquired will be recorded as goodwill.

Regulatory Approval Required to Complete the Transactions (see page 134)

The completion of the Transactions may be subject to antitrust review in the United States. Under the HSR Act, if applicable, the Transactions cannot be completed until the parties to the Transaction Agreement have given notification and furnished information to the FTC and the DOJ, and until the applicable waiting period has expired or has been terminated. On June 21, 2021, Contango and Independence filed their respective notification and report forms with the FTC and the DOJ.

Treatment of Contango Equity Awards (see page 141)

The Transaction Agreement provides for the treatment set forth below with respect to the equity awards held by Contango’s non-employee directors, executive officers and other employees:

Restricted Stock Awards. Immediately prior to the Contango Merger Effective Time, each Contango Restricted Stock Award shall, at the Contango Merger Effective Time, automatically and without any action on the part of New PubCo, Contango or any holder thereof, fully vest and be converted into the right to receive from New PubCo a number of unrestricted shares of New PubCo Class A Common Stock (together with any cash to be paid in lieu of fractional shares of New PubCo Class A Common Stock) equal to the product of (x) the number of shares of Contango Common Stock subject to such Contango Restricted Stock Award immediately prior to the Contango Merger Effective Time and (y) the Exchange Ratio, reduced by any applicable tax withholding.

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

Stock Option Awards. Immediately prior to the Contango Merger Effective Time, each Contango Stock Option Award that is out-of-the-money shall be cancelled for no consideration. Each Contango Stock Option Award that is in-the-money shall fully vest and be deemed exercised in a net exercise such that the holder of such Contango Stock Option Award shall receive, immediately prior to the Contango Merger Effective Time, a number of shares of Contango Common Stock equal to the Net Exercise Shares. All such Net Exercise Shares shall be deemed outstanding immediately prior to the Contango Merger Effective Time and entitled to receive the merger consideration (together with any cash to be paid in lieu of fractional shares of New PubCo Class A Common

Stock), reduced by any applicable tax withholding. See “The Transaction Agreement and Related Agreements—Treatment of Contango Equity Awards” for a detailed description of the treatment of Contango equity awards.

Non-Solicitation Obligations (see page 145)

From and after the date of the Transaction Agreement, subject to the terms of the Transaction Agreement, Contango and its officers and directors will not, and will cause Contango’s subsidiaries and their respective officers and directors not to, and will use their respective reasonable best efforts to cause the other representatives of Contango and its subsidiaries not to, directly or indirectly:

•

initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiries, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Contango Competing Proposal (as defined below);

•

engage in, continue or otherwise participate in any discussions or negotiations with, any person relating to, or in furtherance of a Contango Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Contango Competing Proposal;

•

furnish any non-public information regarding Contango or its subsidiaries, or access to the properties, assets or employees of Contango or its subsidiaries, to any person in connection with or in response to any Contango Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Contango Competing Proposal;

•

enter into any letter of intent or agreement in principle relating to, or other agreement providing for, a Contango Competing Proposal (other than a confidentiality agreement as provided for in the Transaction Agreement entered into in compliance with the Transaction Agreement); or

•

submit any Contango Competing Proposal to the Contango stockholders for their approval.

Change in Board Recommendation and Superior Proposal Termination Right (see page 147)

Prior to, but not after, the receipt of the Contango stockholder approval of the Transactions, in response to a bona fide written Contango Competing Proposal from a third party that was not solicited at any time following the execution of the Transaction Agreement by Contango, its officers or directors or any of its other representatives and did not otherwise arise from a breach of the obligations set forth in the Transaction Agreement, if the Contango Board so chooses, the Contango Board may effect a Contango Change of Recommendation (as defined below) or terminate the Transaction Agreement if: (i) the Contango Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, that such Contango Competing Proposal is a Superior Proposal, (ii) the Contango Board determines in good faith, after consultation with its outside legal counsel, that failure to effect a Contango Change of Recommendation or terminate the Transaction Agreement pursuant to the terms of the Transaction Agreement, as applicable, in response to a Superior Proposal would reasonably be expected to be inconsistent with the fiduciary duties owed by the Contango Board to the Contango stockholders under applicable law, (iii) Contango provided Independence written notice of such proposed action and the basis thereof four business days in advance, which notice will set forth in writing that the Contango Board intends to consider whether to take such action and include a copy of the available proposed Contango Competing Proposal and any applicable transaction and financing documents, (iv) after giving such notice and prior to effecting such Contango Change of Recommendation or terminating the Transaction Agreement, Contango negotiates (and causes its officers, employees, financial advisor and outside legal counsel to negotiate) in good faith with Independence (to the extent Independence wishes to negotiate) to make such adjustments or revisions to the terms of the Transaction Agreement as would permit the Contango Board not to take such action in response, and (v) following the end of the four business day notice period described above, the Contango Board takes into account any adjustments or revisions to the terms to the Transaction Agreement proposed by

Independence in writing and any other information offered by Independence in response to the notice, and determined in good faith, after consultation with its financial advisor and outside legal counsel, that the Contango Competing Proposal remains a Superior Proposal and that the failure to effect a Contango Change of Recommendation or terminate the Transaction Agreement pursuant to the terms of the Transaction Agreement, as applicable, in response to such Superior Proposal would reasonably be expected to be inconsistent with the fiduciary duties owed by the Contango Board to the stockholders of Contango under applicable law; provided, that in the event of any material amendment or material modification to any Superior Proposal, Contango will be required to deliver a new written notice to Independence and to comply with the requirements of this provision of the Transaction Agreement with respect to such new written notice, except that the advance written notice obligation will be reduced to three business days; provided, further, that any such new written notice will in no event shorten the original four business day notice period.

In addition, in the event that Contango terminates the Transaction Agreement to accept a Superior Proposal, Contango must pay Independence a $33.4 million termination fee contemporaneously with the termination of the Transaction Agreement.

Contango Intervening Event (see page 149)

Prior to, but not after, the receipt of the Contango stockholder approval, in response to a Contango Intervening Event (as defined below) that occurs or arises after the date of the Transaction Agreement and that did not arise from or in connection with a material breach of the Transaction Agreement by Contango, Contango may, if the Contango Board so chooses, effect a Contango Change of Recommendation; provided, however, that such a Contango Change of Recommendation may not be made unless and until (i) the Contango Board determines in good faith after consultation with its financial advisors and outside legal counsel that a Contango Intervening Event has occurred, (ii) the Contango Board determines in good faith, after consultation with its outside legal counsel, that failure to effect a Contango Change of Recommendation in response to such Contango Intervening Event would reasonably be expected to be inconsistent with the fiduciary duties owed by the Contango Board to the stockholders of Contango under applicable law, (iii) Contango provides Independence with written notice of such proposed action and the basis thereof four business days in advance, which notice will set forth in writing that the Contango Board intends to consider whether to take such action and includes a reasonably detailed description of the facts and circumstances of the Contango Intervening Event, (iv) after giving such notice and prior to effecting such Contango Change of Recommendation, Contango negotiates (and causes its officers, employees, financial advisor and outside legal counsel to negotiate), in good faith with Independence (to the extent Independence wishes to negotiate) to make such adjustments and revisions to the terms of the Transaction Agreement as would permit the Contango Board not to effect a Contango Change of Recommendation in response, and (v) following the end of the notice period described above, the Contango Board will have taken into account any changes to the Transaction Agreement proposed in writing by Independence and will have determined in good faith, after consultation with its financial advisor and outside legal counsel, that the failure of the Contango Board to make a Contango Change of Recommendation in response to the Contango Intervening Event would reasonably be expected to be inconsistent with the fiduciary duties of the Contango Board under applicable law; provided, that in the event of any material changes regarding any Contango Intervening Event, Contango will be required to deliver a new written notice to Independence and to comply with the requirements of this provision of the Transaction Agreement with respect to such new written notice, except that the advance written notice obligation will be reduced to three business days; provided, further, that any such new written notice will in no event shorten the original four business day notice period.

Conditions to Completion of the Transactions (see page 142)

The obligations of the parties to consummate the Transactions are subject to the satisfaction or waiver (to the extent permitted by law) at or prior to the Contango Merger Effective Time of the following conditions:

•

Contango stockholder approval will have been obtained in accordance with applicable law and the organizational documents of Contango;

•

any waiting period applicable to the Transactions under the HSR Act will have been terminated or will have expired;

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no governmental entity (including any antitrust authority) having jurisdiction over any party to the Transaction Agreement will have issued any order, decree, ruling, injunction or other action (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Contango Merger, and no law will have been adopted that makes consummation of the Contango Merger illegal or otherwise prohibited;

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the registration statement of which this document forms a part will have been declared effective by the SEC under the Securities Act, and will not be the subject of any stop order or proceedings seeking a stop order; and

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the shares of New PubCo Class A Common Stock issuable to the holders of shares of Contango Common Stock pursuant to the Transaction Agreement (and issuable to the holders of OpCo Units other than New PubCo upon exchange or redemption of such OpCo Units) will have been authorized for listing on a nationally recognized stock exchange, upon official notice of issuance.

The obligations of Contango to complete the Transactions are also subject to the satisfaction or waiver (to the extent permitted by law at or prior to the Contango Merger Effective Time) of the following conditions:

•

(1) certain representations and warranties of Independence relating to the organization, standing and power, capital structure and authority of Independence will be true and correct as of the Closing Date, as though made on and as of the Closing Date (except, with respect to certain representations and warranties relating to capital structure for any de minimis inaccuracies) (except that representations and warranties that speak as of a specified date or period of time will have been true and correct only as of such date or period of time), (2) all representations and warranties of Independence relating to capital structure set forth in the Transaction Agreement other than the third and fifth sentences thereof will have been true and correct in all material respects as of the date of the Transaction Agreement and will be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time will have been true and correct all material respects only as of such date or period of time) (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties will be disregarded), and (3) each of the remaining representations and warranties of Contango set forth in the Transaction Agreement will be true and correct, in each case as of the date of the Transaction Agreement and as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except for inaccuracies of representations or warranties with respect to which the circumstances giving rise to such inaccuracies would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties will be disregarded).

•

the Independence Parties will have performed, or complied with, in all material respects, all agreements and covenants required to be performed or complied with by Independence under the Transaction Agreement on or prior to the Contango Merger Effective Time;

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Contango will have received a certificate from Independence, signed by an executive officer of Independence, dated the Closing Date, confirming that certain of the closing conditions applicable to the obligations of the Independence Parties have been satisfied; and

•

no Independence Material Adverse Effect will have occurred between the date of the Transaction Agreement and the Closing.

The obligations of the Independence Parties to complete the Transactions are also subject to the satisfaction or waiver (to the extent permitted by law) of the following conditions:

•

(1) certain representations and warranties of Contango relating to the organization, standing and power, capital structure and authority will be true and correct as of the Closing Date, as though made on and as of the Closing Date (except, with respect to certain representations and warranties relating to capital structure for any de minimis inaccuracies) (except that representations and warranties that speak as of a specified date or period of time will have been true and correct only as of such date or period of time), (2) all representations and warranties of Contango relating to capital structure set forth in the Transaction Agreement other than the third and fifth sentences thereof will have been true and correct in all material respects as of the date of the Transaction Agreement and will be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time will have been true and correct in all material respects only as of such date or period of time) (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties will be disregarded), and (3) each of the remaining representations and warranties of Contango set forth in the Transaction Agreement will be true and correct, in each case as of the date of the Transaction Agreement and as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except for inaccuracies of representations or warranties with respect to which the circumstances giving rise to such inaccuracies would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties will be disregarded).

•

Contango will have performed, or complied with, in all material respects, all agreements and covenants required to be performed or complied with by it under the Transaction Agreement on or prior to the Contango Merger Effective Time;

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Independence will have received a certificate from Contango, signed by an executive officer of Contango, dated the Closing Date, confirming that certain of the closing conditions applicable to the obligations of Contango have been satisfied; and

•

no Contango Material Adverse Effect will have occurred between the date of the Transaction Agreement and the Closing.

Termination of the Transaction Agreement (see page 150)

The Transaction Agreement may be terminated and the Transactions may be abandoned at any time prior to the Contango Merger Effective Time, whether (except as expressly set forth below) before or after Contango stockholder approval has been obtained:

•

by mutual written consent of Independence and Contango;

•

by either Independence or Contango if:

•

any governmental entity (including any antitrust authority) having jurisdiction over any party has issued any order, decree, ruling or injunction or taken any other action permanently restraining,

enjoining or otherwise prohibiting the consummation of the Transactions and such order, decree, ruling or injunction or other action has become final and nonappealable, or if there has been adopted any law that permanently makes consummation of the Transactions illegal or otherwise permanently prohibited; provided, however, that the foregoing right to terminate the Transaction Agreement is not available to any party whose material breach of a covenant or agreement under the Transaction Agreement has been the proximate cause of or directly resulted in any such action or event occurring;

•

if the Contango Merger has not been consummated on or before 5:00 p.m., Houston, Texas time, on January 7, 2022 (the “Outside Date”); provided, however, that the right to terminate the Transaction Agreement pursuant to this provision will not be available to any party whose material breach of any covenant or agreement under the Transaction Agreement has been the proximate cause of or directly resulted in the failure of the Transactions to occur on or before such date;

•

in the event of a breach by the other party of any representation, warranty, covenant or other agreement contained in the Transaction Agreement which would, if it occurred or continued on the closing date, give rise to the failure of certain closing conditions applicable to Contango or Independence, as applicable, and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured by the earlier of (i) 30 days after the giving of written notice to the breaching party of such breach (which notice will state the non-breaching party’s intention to terminate the Transaction Agreement in the event that such breach is not cured within such 30-day period) and (ii) two business days prior to the Outside Date) (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in the Transaction Agreement; or

•

if the requisite Contango stockholder approval has not been obtained upon a vote held at a duly held meeting of Contango stockholders, or at any adjournment or postponement thereof.

•

by Contango if:

•

prior to, but not after, the time the requisite Contango stockholder approval is obtained (A) the Contango Board authorizes Contango, to the extent permitted by and subject to complying with the terms of the Transaction Agreement, to enter into a Contango Alternative Acquisition Agreement (as defined below) with respect to a Superior Proposal (as defined below), (B) substantially concurrently with the termination of the Transaction Agreement, Contango, subject to complying with the terms of the Transaction Agreement, enters into a Contango Alternative Acquisition Agreement providing for a Superior Proposal and (C) substantially concurrently with such termination, Contango pays to Independence the termination fee;

•

by Independence if:

•

prior to, but not after, the time the Contango stockholder approval is obtained, the Contango Board or a committee thereof will have effected a Contango Change of Recommendation (whether or not such Contango Change of Recommendation is permitted by the Transaction Agreement); or

•

if Contango or its subsidiaries or a director or officer of Contango will, or will have caused Contango to, have willfully breached the non-solicitation obligations set forth in the Transaction Agreement in any material respect.

Expenses and Termination Fees Relating to the Termination of the Transaction Agreement (see pages 150 and 162) The Transaction Agreement requires Contango to pay Independence a $33,375,989 termination fee if:

•

Independence terminates the Transaction Agreement because of a Contango Change of Recommendation or because of a willful breach of non-solicitation obligations in any material respect (see the fourth bullet described in “The Transaction Agreement and Related Agreements—Termination of the Transaction Agreement”).

•

substantially concurrently with the termination of the Transaction Agreement, Contango enters into a Contango Alternative Acquisition Agreement providing for a Company Superior Proposal.

•

(1) (A) Contango or Independence terminates the Transaction Agreement because the Contango Special Meeting has concluded and the Contango shareholders did not approve the Transaction Agreement and, on or before such termination, a Contango Competing Proposal shall have been publicly announced or disclosed and not publicly withdrawn without qualification at least 7 business days prior to the Contango Special Meeting or (B) Independence terminates the Transaction Agreement in the event of a Terminable Breach by Contango and on or before such termination a Contango Competing Proposal shall have been announced, disclosed or otherwise communicated to senior management of Contango or the Contango board of directors, and (C) within twelve (12) months after such termination, Contango enters into a definitive agreement with respect to Contango Competing Proposal (or publicly approves or recommends to the Contango stockholders or otherwise does not opposed, in the case of a tender or exchange offer, a Contango Competing Proposal) or consummates a Contango Competing Proposal (substituting “50%” for references to “20%” in the definition of Contango Competing Proposal above).

•

The Transaction Agreement requires Contango to pay Independence expenses of $6,068,362 if either Contango or Independence terminates the Transaction Agreement due to the failure to obtain Contango stockholder approval, and the termination fee is not otherwise payable by the Company pursuant to the Transaction Agreement.

•

In no event shall Independence be entitled to receive both payment of the termination fee and payment of Independence expenses. If Independence receives the termination fee, then Independence will not be entitled to also receive a payment of the Independence expenses. If Independence receives payment of the Independence expenses, and following receipt thereof, Independence becomes entitled to payment of the termination fee, then the amount of the termination fee payable to Independence shall be reduced by the amount of the Independence expenses so received by Independence.

Related Agreements

Management Agreement (see page 163)

The Transaction Agreement contemplates that, at the Contango Merger Effective Time, New PubCo will enter into the Management Agreement to engage the Manager to manage the strategy, assets and day-to-day business and affairs of New PubCo and its subsidiaries, subject at all times to applicable law, the further terms and conditions set forth in the Management Agreement and to the supervision of the New PubCo Board. Pursuant to the Management Agreement, the Manager will provide New PubCo and its subsidiaries with its executive management team and will manage all of New PubCo’s day-to-day operations, including accounting, financial reporting, audit, tax, treasury, corporate reserves, business planning, risk management, investor relations, ESG and EHS, IT and digital infrastructure, capital allocation, financing and capital markets activity, corporate business development, legal, land administration and human resources. In addition to those corporate functions, the Manager also brings the breadth of its broader organization, which we believe will add meaningful value to the business, including the perspectives of KKR’s Global Macro team, Public Affairs, KKR Capital Markets, the KKR Global Institute and Client and Partner Group. As consideration for the services rendered pursuant to the Management Agreement and the Manager’s overhead, including compensation of the executive management team, the Manager is entitled to receive (i) the Management Compensation and (ii) the Incentive Compensation. The portion of the Management Compensation borne by New PubCo will increase over time as New PubCo’s ownership percentage of OpCo increases. The Management Agreement has an initial three-year term, with automatic three-year renewals thereafter. The form of the Management Agreement is attached to this proxy statement/prospectus as Annex B.

Voting Agreement (see page 164)

In connection with the Transaction Agreement, Independence and John C. Goff and certain other stockholders party thereto entered into the Voting Agreement pursuant to which each stockholder agreed, among other things and subject to certain limitations and exceptions, to vote all shares of Contango Common Stock beneficially owned by such stockholder in favor of the approval and adoption of the Transaction Agreement and approval of any other matters necessary for consummation of the Transactions. The stockholders party to the Voting Agreement collectively own 48,406,233 shares of Contango Common Stock, representing 24.1% of the outstanding Contango Common Stock. See “The Transaction Agreement and Related Agreements—Voting Agreement” for a detailed description of the Voting Agreement.

Registration Rights Agreement (see page 164)

In connection with the Closing of the Transactions, New PubCo will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with holders associated with Independence’s current owners and John C. Goff (such parties being collectively referred to in connection with the Registration Rights Agreement as the “Holders”), pursuant to which New PubCo will be required to, among other things and subject to certain conditions, register for resale under the Securities Act all or any portion of the shares of New PubCo Class A Common Stock that the Holders hold as of the date of the Registration Rights Agreement and may acquire thereafter. For more information about the Registration Rights Agreement, see “The Transaction Agreement and Related Agreements—Registration Rights Agreement.” The form of the Registration Rights Agreement is attached to this proxy statement/prospectus as Annex E.

Specified Rights Agreement (see page 164)

Concurrently with the Transaction Agreement, the Preferred Stockholder and Liberty entered into the specified rights agreement, dated June 7, 2021 (the “Specified Rights Agreement”). Pursuant to the Specified Rights Agreement, for so long as Liberty owns a number of shares of New PubCo Class A Common Stock and New PubCo Class B Common Stock equal to, collectively, at least 33.3% of its initial ownership, the Preferred Stockholder shall take all necessary action to appoint two directors of the New PubCo Board, designated by Liberty. For more information about the Specified Rights Agreement, see “The Transaction Agreement and Related Agreements—Specified Rights Agreement.” The Specified Rights Agreement is attached to this proxy statement/prospectus as Annex C.

OpCo LLC Agreement (see page 165)

Following the Closing, New PubCo will operate its business through OpCo, which will indirectly hold all of the assets and operations of each of Independence and Contango. At the Closing, New PubCo and Independence’s owners prior to the Closing, as the holders of the OpCo Units, will enter into the OpCo LLC Agreement. New PubCo will be the sole managing member of OpCo, will be responsible for all operational, management and administrative decisions relating to OpCo’s business and will consolidate the financial results of OpCo and its subsidiaries. Additional information regarding the operations of OpCo, and the rights and obligations of the holders of OpCo Units, will be set forth in the OpCo LLC Agreement.

Pursuant to the OpCo LLC Agreement, each OpCo Unitholder (other than the members of the New PubCo Group) will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause OpCo to redeem all or a portion of its OpCo Units for (i) a corresponding number of shares of New PubCo Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, and reclassifications, or (ii) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement. Alternatively, upon the exercise of the Redemption Right by an OpCo Unitholder, the New PubCo

Group (instead of OpCo) will have the right, pursuant to the Call Right, to acquire each tendered OpCo Unit directly from such OpCo Unitholder for, at New PubCo’s election, (i) one share of New PubCo Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (ii) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement. In addition, subject to certain exceptions, once the New PubCo Group holds at least 95% of the OpCo Units, the New PubCo Group will have the right to effect the redemption of all of the OpCo Units held by each member of OpCo (other than the members of the New PubCo Group). In connection with any redemption of OpCo Units pursuant to the Redemption Right (or an acquisition of OpCo Units by the New PubCo Group pursuant to the Call Right), the corresponding number of shares of New PubCo Class B Common Stock will be cancelled.

For more information about the OpCo LLC Agreement, see “The Transaction Agreement and Related Agreements—OpCo LLC Agreement.” The OpCo LLC Agreement is attached to this proxy statement/prospectus as Annex F.

Expected Timing of the Transactions

The Transactions are expected to be completed in the second half of fiscal year 2021. However, neither Independence nor Contango can predict the actual date on which the Transactions will be completed, nor can the parties assure that the Transactions will be completed, because completion is subject to conditions beyond each party’s control.

Listing of New PubCo Common Stock; Delisting of Contango Common Stock (see page 135)

It is a condition to the consummation of the Transactions that the shares of New PubCo Class A Common Stock to be issued in the Transactions be authorized for listing on a nationally recognized stock exchange. New PubCo has applied for listing on the NYSE. As a result of the Transactions, shares of Contango Common Stock currently listed on the NYSE American will cease to be listed on the NYSE American.

No Dissenters’ Rights (see page 135)

Under the Texas Business Organizations Code (the “TBOC”), the stockholders of Contango are not entitled to appraisal or dissenters’ rights in connection with the Transactions.

Comparison of Stockholder Rights (see page 216) Upon completion of the Transactions, Contango stockholders will become stockholders of New PubCo and their rights will be governed by Delaware law and the certificate of incorporation and bylaws of New PubCo in effect at the effective time, the forms of which are attached as Annex H and Annex I hereto. Contango stockholders will have different rights once they become New PubCo stockholders due to differences between the governing corporate documents and the differences between the DGCL and the TBOC. The Preferred Stockholder will be the sole holder of the New PubCo Non-Economic Series I Preferred Stock, which will entitle it to appoint the New PubCo Board and to certain other approval rights described elsewhere in this document. See “Comparison of Rights of New PubCo Stockholders and Contango Stockholders.”

Risk Factors (see page 51)

Summary Risk Factors

Before voting at the Special Meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement/prospectus, as well as the specific factors under the section titled “Risk Factors.” These risk factors include, but are not limited to, the following:

Risks Relating to the Transactions

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Contango and Independence may fail to complete the Transactions if certain required conditions, many of which are outside the companies’ control, are not satisfied.

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Directors and executive officers of Contango may have interests in the Transactions contemplated by the Transaction Agreement that are different from, or in addition to, those of Contango stockholders generally.

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The consideration to be received by holders of Contango Common Stock is fixed and will not be adjusted for changes affecting Independence or Contango.

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Shares of New PubCo Class A Common Stock received by Contango stockholders as a result of the Transactions will have different rights from shares of Contango common stock and will have less influence over management.

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The provisions of the Transaction Agreement limiting Contango’s ability to pursue alternative transactions to the Transactions and requiring it, in specified circumstances, to pay a termination fee if it does so may discourage others from making a favorable alternative transaction proposal.

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If the Mergers, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, Contango stockholders may be required to pay substantial U.S. federal income taxes.

Risks Relating to the Business of the Combined Company Upon Completion of the Transactions

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Upon consummation of the Transactions, Contango will become an indirect, wholly owned subsidiary of New PubCo and the operating subsidiaries of Independence will be held by OpCo. Accordingly, the risks specific to the business of Contango and Independence will affect the combined business of New PubCo.

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New PubCo has no operating or financial history and the unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus are preliminary. The actual financial condition and results of operations of New PubCo after the Transactions may differ materially.

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New PubCo will depend on the executive officers and personnel of the Manager and its affiliates to manage and operate its business, the loss of any of whom would materially and adversely affect future operations. Additionally, operational risks affecting the Manager, and New PubCo’s ability to work collaboratively with the Manager, including with respect to the allocation of corporate opportunities, may impact its business and have a material effect on its results of operations.

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The Preferred Stockholder’s controlling ownership position will limit the ability of holders of New PubCo’s common stock to influence its business.

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The Preferred Stockholder’s controlling ownership position may have the effect of delaying or preventing changes in control or changes in management and may adversely affect the trading price of New PubCo Class A Common Stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling shareholder.

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The certificate of incorporation of New PubCo will provide that the Preferred Stockholder is, to the fullest extent permitted by law, under no obligation to consider the separate interests of the other stockholders and will contain provisions limiting the liability of the Preferred Stockholder.

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The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act of 2002, may strain New PubCo’s resources, increase its costs and distract management, and New PubCo may be unable to comply with these requirements in a timely or cost-effective manner.

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We expect to be a “controlled company” within the meaning of NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.

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Increased attention to ESG matters and conservation measures may adversely impact our business.

Other Risk Factors of Independence

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Events beyond Independence’s control, including the recent COVID-19 pandemic or any other future global or domestic health crisis, may result in unexpected adverse operating and financial results.

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Oil, natural gas and NGL prices are volatile. A sustained decline in prices could adversely affect Independence’s business, financial condition and results of operations, liquidity and its ability to meet its financial commitments or cause Independence to delay its planned capital expenditures.

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Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of Independence’s reserves.

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Independence has consolidated its business over time through acquisitions, including the recent Titan Acquisition, and there are risks associated with integration of all of these assets, operations and Independence’s ability to manage those risks. In addition, Independence may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any inability to do so may disrupt its business and hinder its ability to grow.

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Independence’s hedging activities could result in financial losses or could reduce its net income.

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Independence is subject to complex federal, state, local and other laws and regulations that could materially and adversely affect the cost, manner or feasibility of conducting its operations.

Other Risk Factors of Contango

Please carefully consider the risks described in Contango’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus.

Litigation Relating to the Transactions (see page 133)

As of October 29, 2021, four lawsuits have been filed in the United States District Court for the Southern District of New York and one lawsuit has been filed in the United States District for the Eastern District of New York, each in connection with the Transactions (the “Shareholder Actions”).

On August 11, 2021, Shiva Stein, a purported Contango stockholder, filed a complaint, captioned

Stein v. Contango Oil & Gas Co., et al., No. 1:21-cv-06769, in the United States District Court for the Southern District of New York, against Contango and the members of the Contango board (the “Stein Action”). The Stein lawsuit alleges, among other things, that the registration statement on Form S-4 filed by New PubCo on July 26, 2021 in connection with the Transactions (the “Registration Statement”) is false and misleading and/or omits certain information allegedly material to Contango stockholders in violation of Sections 14(a) and 20(a) of the

Securities and Exchange Act of 1934 (as amended, the “Exchange Act”) and Rule 14a-9 promulgated thereunder. Among other relief, the Stein Action seeks an injunction enjoining the Transactions unless and until the defendants disclose the allegedly omitted material information, a rescission of the Transaction Agreement to the extent already implemented (or an award of rescissory damages), an order directing the defendants to account for all damages resulting from the alleged wrongdoing, and an award of plaintiff’s attorneys’ and experts’ fees and other relief.

On August 18, 2021, Christof Prus, a second purported Contango stockholder, filed a complaint, captioned Prus v. Contango Oil & Gas Co., et al., No. 1:21-cv-04656, in the United States District Court for the Eastern District of New York, against Contango and the members of the Contango board (the “Prus Action”). The allegations, claims, and relief sought in the Prus Action are substantially similar to those in the Stein lawsuit.

On August 19, 2021, Matthew Whitfield, a third purported Contango stockholder, filed a complaint, captioned Whitfield v. Contango Oil & Gas Co., et al., No. 1:21-cv-07009, in the United States District Court for the Southern District of New York, against Contango, the members of the Contango board, Independence, OpCo, New PubCo, L Merger Sub and C Merger Sub (the “Whitfield Action”). The allegations, claims, and relief sought in the Whitfield Action are substantially similar to those in the Stein and Prus Actions.

On August 31, 2021, Gerald Byerly, a fourth purported Contango stockholder, filed a complaint on behalf of himself and a proposed class of similarly situated Contango stockholders, captioned Byerly v. Contango Oil & Gas Co., et al., 1:21-cv-07327, in the United States District Court for the Southern District of New York against Contango and the members of the Contango board (the “Byerly Action”). The allegations, claims, and relief sought in the Byerly Action are substantially similar to those in the Stein, Prus and Whitfield Actions. The Byerly Action also requests that the court determine that the lawsuit is a proper class action and certify Byerly as class representative and his counsel as class counsel.

On September 21, 2021, Clarissa Provost, a fifth purported Contango stockholder, filed a complaint, captioned Provost v. Contango Oil & Gas Co., et al., 1:21-cv-07874, in the United States District Court for the Southern District of New York against Contango and the members of the Contango board (the “Provost Action”). The allegations, claims and relief sought in the Provost Action are substantially similar to those in the Stein, Prus, Whitfield and Byerly Actions.

On September 20, 2021, the court consolidated the Stein and Whitfield Actions with the Byerly Action. On September 29, 2021, plaintiffs’ counsel in the Byerly Action sent a letter to the court requesting the Provost Action likewise be consolidated with the Byerly Action.

Each of Contango and Independence believe that the Shareholder Actions are without merit and, along with the individual and other defendants intend to defend against the Shareholder Actions; however, neither Contango nor Independence can predict the amount of time and expense that will be required to resolve the Shareholder Actions nor their outcomes. Additional lawsuits arising out of or related to the Transactions may also be filed in the future.

The outcome of any pending or future litigation is uncertain. Such litigation if not resolved, could prevent or delay consummation of the Transaction and result in substantial costs for Contango and Independence, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Transactions is that no governmental entity of competent jurisdiction (i) issued any order, decree, ruling, injunction or other action (whether temporary, preliminary or permanent) that is in effect, in each case which has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Contango merger or (ii) adopted any Law that makes consummation of the Contango merger illegal or otherwise prohibited. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Transactions, then such injunction may prevent the Transactions from being consummated, or from being consummated within the expected time frame.

Special Meeting (see page 92)

Date, Time and Place. The Special Meeting will be held on December 6, 2021 at 9:00 a.m. (Central Time) in person at City Club of Fort Worth, 301 Commerce Street, Fort Worth, Texas 76102.

Purpose. The Special Meeting is being held to consider and vote on the following proposals:

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Proposal 1. To approve and adopt the Transaction Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, pursuant to which each outstanding share of Contango Common Stock (other than excluded shares) will be converted into the right to receive a number of shares of New PubCo Class A Common Stock equal to the Exchange Ratio;

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Proposal 2. To approve the issuance of additional shares of Contango Common Stock under the amendment to Contango’s 2009 Plan, including an amount as necessary to effectuate the treatment of Contango’s outstanding equity awards in the manner contemplated by the Transaction Agreement; and

•

Proposal 3. To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Contango’s named executive officers in connection with the Transactions.

Record Date; Voting Rights. The record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting is October 15, 2021. Only Contango stockholders who held shares of Contango Common Stock of record at the close of business on October 15, 2021 are entitled to vote at the Special Meeting and any adjournment or postponement of the Special Meeting. Each share of Contango Common stock entitles its holder of record to one vote at the Special Meeting.

Quorum. In order for business to be conducted at the Special Meeting, a quorum must be present. A quorum requires the presence, in person or by proxy, of holders of a majority of the issued and outstanding shares of Contango Common Stock entitled to vote as of the record date. For purposes of determining whether there is a quorum, all shares that are present, including abstentions and broker non-votes, will count towards the quorum. Broker non-votes occur when a beneficial owner holding shares in “street name” does not instruct the broker, bank or other nominee that is the record owner of such stockholder’s shares on how to vote those shares on a particular proposal.

Vote Required. The affirmative vote of a majority of all outstanding shares of Contango Common Stock entitled to vote on the Transaction Proposal is required to approve the Transaction Proposal and the affirmative vote of the holders of a majority in voting power of the Contango Common Stock present in person or represented by proxy at the Special Meeting entitled to vote on the Contango LTIP Proposal and the Compensation Proposal is required to approve the Contango LTIP Proposal and the Compensation Proposal, respectively.

As of the record date, there were 201,175,841 shares of Contango Common Stock outstanding, held by 448 holders of record. In addition, as of the record date, Contango directors and executive officers, as a group, owned and were entitled to vote 53,813,571 shares of Contango Common Stock, or approximately 26.7% of the outstanding shares of Contango Common Stock. Contango currently expects that its directors and executive officers will vote their Contango shares in favor of the above-listed proposals, although none of them has entered into any agreements (other than those party to the Voting Agreement) obligating him or her to do so.

In connection with the Transaction Agreement, Independence and John C. Goff and certain other stockholders party thereto entered into the Voting Agreement pursuant to which, each stockholder agreed, among other things and subject to certain limitations and exceptions, to vote all shares of Contango Common Stock beneficially owned by such stockholder in favor of the approval and adoption of the Transaction Agreement and approval of any other matters necessary for consummation of the Transactions. As of the record date, the stockholders party to the Voting Agreement collectively owned 48,406,233 shares of Contango Common Stock, representing 24.1% of the outstanding Contango Common Stock. See “The Transaction Agreement and Related Agreements—Voting Agreement” for a detailed description of the Voting Agreement.

Recommendation of the Contango Board and Reasons for the Transactions (see page 105)

The Contango Board recommends that Contango stockholders vote:

•

“FOR” the Transaction Proposal,

•

“FOR” the Contango LTIP Proposal and

•

“FOR” the Compensation Proposal.

In the course of reaching its decision to approve the Transaction Agreement and the Transactions contemplated by the Transaction Agreement, the Contango Board considered a number of factors in its deliberations. For a more complete discussion of these factors, see “Proposal 1: The Transaction Proposal—Recommendation of the Contango Board and Reasons for the Transactions.”

SELECTED HISTORICAL FINANCIAL DATA OF INDEPENDENCE

The following table shows summary historical financial data of Independence for each of the periods indicated. The selected historical financial data as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 were derived from Independence’s audited combined and consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected historical financial data as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 were derived from Independence’s unaudited condensed combined and consolidated financial statements included elsewhere in this proxy statement/prospectus. See “Unaudited pro forma condensed consolidated and combined financial statements of Independence” for additional information.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of New PubCo nor does it include the effects of the Transactions. You should read this financial information together with Independence’s financial statements, the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Independence” included in this proxy statement/prospectus. The following information should be read together with Independence’s financial statements and the notes related to those financial statements.


	Historical
	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018
	(in thousands, except unit and per unit amounts)
Statement of operations data:
Revenues
Oil	$	405,743		$	216,116		$	491,780		$	785,750		$	839,867
Natural gas		143,492			52,388			149,317			173,386			173,769
Natural gas liquids		74,291			23,942			69,902			86,473			133,874
Midstream and other		24,464			18,909			43,222			41,631			51,650

Total revenues		647,990			311,355			754,221			1,087,240			1,199,160

Expenses
Lease operating expense		117,628			94,999			202,180			255,106			246,224
Workover expense		4,891			3,071			6,385			9,789			7,972
Asset operating expense		13,496			18,911			39,023			40,364			36,171
Gathering, transportation and marketing		91,422			67,291			173,122			142,214			134,358
Production and other taxes		52,186			26,418			61,124			88,696			90,709
Depreciation, depletion and amortization		160,097			147,831			372,300			311,185			267,883
Impairment of oil and natural gas properties		—			233,957			247,215			—			—
Exploration expense		79			220			486			469			5,815
Midstream operating expense		6,330			5,807			9,472			9,968			15,918
General and administrative expense		22,751			2,961			16,542			2,357			14,365
(Gain) loss on sale of assets		(9,417	)		—			—			(22	)		11,557

Total expenses		459,463			601,466			1,127,849			860,126			830,972

Income (loss) from operations		188,527			(290,111	)		(373,628	)		227,114			368,188

Other income (expense)
Interest expense		(24,826	)		(21,169	)		(38,107	)		(53,577	)		(48,401	)
Other income (expense)		(6	)		(857	)		341			402			945
Gain (loss) on derivatives		(602,810	)		366,712			195,284			(127,202	)		56,562


	Historical
	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018
	(in thousands, except unit and per unit amounts)
Total other income (expense)	$	(627,642	)	$	344,686		$	157,518		$	(180,377	)	$	9,106

Income (loss) before income taxes		(439,115	)		54,575			(216,110	)		46,737			377,294

Income tax expense		(14	)		(13	)		(14	)		(28	)		(220	)

Net income (loss)		(439,129	)		54,562			(216,124	)		46,709			377,074
Less: net (income) loss attributable to noncontrolling interests		13,892			(29,993	)		97,475			(870	)		(98,168	)

Net income (loss) attributable to members	$	(425,237	)	$	84,555		$	(118,649	)	$	45,839		$	278,906

Weighted-average Class A Units outstanding – basic and diluted		1,225,201			620,206			773,979			620,206			620,206
Net income (loss) per unit:
Class A Units – basic and diluted	$	(347.08	)	$	136.33		$	(153.30	)	$	73.91		$	449.70
Balance sheet data (at period end):
Cash and cash equivalents	$	74,511					$	36,861		$	19,894
Property, plant and equipment, net		3,486,656						3,642,147			3,773,539
Total assets		3,760,469						3,907,369			3,997,520
Total debt		836,126						751,075			972,100
Total liabilities		1,406,040						1,014,209			1,285,454
Total equity		2,354,429						2,893,160			2,712,066
Net cash provided by (used in):
Operating activities	$	35,678		$	202,929		$	411,028		$	485,515		$	470,923
Investing activities		(86,670	)		(93,244	)		(124,940	)		(328,158	)		(1,628,464	)
Financing activities		90,209			(114,152	)		(272,089	)		(153,192	)		1,127,807
Non-GAAP financial measures (unaudited) (1):
Adjusted EBITDAX	$	261,320		$	212,511		$	465,064		$	512,842		$	529,020
Levered free cash flow		194,933			85,803			292,549			122,582			277,951

(1)	See “—Non-GAAP financial measures” for definitions of Adjusted EBITDAX and levered free cash flow and reconciliations to the nearest comparable GAAP metric.

Non-GAAP Financial Measures used by Independence

Adjusted EBITDAX

Independence defines Adjusted EBITDAX as net income before interest expense, realized (gain) loss on interest rate derivatives, income tax expense, depreciation, depletion and amortization, exploration expense, non-cash (gain) loss on derivative contracts, impairment of oil and natural gas properties, equity-based compensation, other (income) expense, transaction expenses and other nonrecurring expenses (gains).

Adjusted EBITDAX is not a measure of performance as determined by GAAP. Independence believes Adjusted EBITDAX is a useful performance measure because it allows for an effective evaluation of our operating performance when compared against our peers, without regard to our financing methods, corporate form or capital structure. Independence excludes the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially within Independence’s industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were

acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP, which is the most comparable GAAP measure. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax burden, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDAX. Independence’s presentation of Adjusted EBITDAX should not be construed as an inference that its results will be unaffected by unusual or non-recurring items. Independence’s computations of Adjusted EBITDAX may not be identical to other similarly titled measures of other companies. In addition, the New Credit Agreement and the notes offered hereby will include a calculation of Adjusted EBITDAX for purposes of covenant compliance.

Levered free cash flow

Independence defines levered free cash flow as Adjusted EBITDAX less cash paid for interest, realized gain (loss) on interest rate derivatives, cash paid or refunded for income tax and capital expenditures associated with the development of oil and natural gas properties and purchases of other property and equipment.

Levered free cash flow is not a measure of performance as determined by GAAP. Levered free cash flow is a supplemental non-GAAP performance measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Independence believes levered free cash flow is a useful performance measure because it allows for an effective evaluation of its operating and financial performance and the ability of its operations to generate cash flow that is available to reduce leverage or distribute to its equity holders. Levered free cash flow should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP, which is the most comparable GAAP measure, or as an indicator of actual operating performance or investing activities. Independence’s computations of levered free cash flow may not be comparable to other similarly titled measure of other companies.

The following table presents a reconciliation of Adjusted EBITDAX and levered free cash flow to net income (loss), Independence’s most directly comparable financial measure calculated in accordance with GAAP.


	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018
	(in thousands)
Net income (loss)	$	(439,129	)	$	54,562		$	(216,124	)	$	46,709		$	377,074
Interest expense		24,826			21,169			38,107			53,577			48,401
Realized loss on interest rate derivatives		7,022			4,965			12,435			2,189			280
Income tax expense		14			13			14			28			220
Depreciation, depletion and amortization		160,097			147,831			372,300			311,185			267,883
Exploration expense		79			220			486			469			5,815
Non-cash (gain) loss on derivatives		304,579			(251,646	)		(10,910	)		98,026			(192,680	)
Impairment of oil and natural gas properties		—			233,957			247,215			—			—
Equity-based compensation		9,736			583			(797	)		(2,721	)		8,005
Write-offs of other long-term assets		—			—			—			3,804			317
(Gain) loss on sale of assets		(9,417	)		—			—			(22	)		11,557
Other (income) expense		6			857			(341	)		(402	)		(945	)
Transaction expenses(1)		4,348			—			7,857			—			3,093
Nonrecurring expenses(2)		199,159			—			14,822			—			—

Adjusted EBITDAX(3)		261,320			212,511			465,064			512,842			529,020

Less:
Interest paid, net of amounts capitalized		(10,494	)		(19,372	)		(33,902	)		(49,397	)		(43,605	)


	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018
	(in thousands)
Realized loss on interest rate derivatives	$	(7,022	)	$	(4,965	)	$	(12,435	)	$	(2,189	)	$	(280	)
Income tax paid		(14	)		(13	)		(14	)		(28	)		(30	)
Development of oil and natural gas properties		(48,797	)		(102,358	)		(126,164	)		(338,646	)		(207,154	)

Levered Free Cash Flow(3)	$	194,993		$	85,803		$	292,549		$	122,582		$	277,951

(1)

Transaction expenses include costs associated with the Noncontrolling Interest Carve-out, April 2021 Exchange and Contango Transaction for the six months ended June 30, 2021, costs associated with the formation of Independence, the Titan Acquisition and the related Reorganization transactions for the year ended December 31, 2020, and legal and consulting fees for the Barnett Acquisition for the year ended December 31, 2018.

(2)

Nonrecurring expenses of $199.2 million for the six months ended June 30, 2021 were primarily related to the settlement in June 2021 of certain of our outstanding derivative oil commodity contracts associated with calendar years 2022 and 2023 which we do not expect to incur similar transactions in future periods. Subsequent to the settlement, we entered into new commodity derivative contracts at prevailing market prices. Nonrecurring expenses for the year ended December 31, 2020 include payments associated with the termination of a midstream contract in 2020 at our Eagle Ford business, severance costs at one of our operating subsidiaries, and settlement of a royalty owner lawsuit.

(3)

Adjusted EBITDAX as further adjusted for the Independence Transactions was $255.9 million for the six months ended June 30, 2021 and $495.2 million for the year ended December 31, 2020 on a pro forma basis. Levered Free Cash Flow as adjusted for the Independence Transactions was $183.6 million for the six months ended June 30, 2021 and $283.2 million for the year ended December 31, 2020 on a pro forma basis.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CONTANGO

The following table sets forth Contango’s selected consolidated historical financial information that has been derived from (i) Contango’s consolidated financial statements as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, and (ii) Contango’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2021 and 2020. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Contango nor does it include the effects of the Transactions. You should read this financial information together with Contango’s consolidated financial statements, the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in its Annual Report on Form 10-K as of and for the year ended December 31, 2020 filed on March 10, 2021, and Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2021 filed on August 11, 2021, each of which is incorporated into this proxy statement/prospectus by reference. The following information should be read together with Contango’s consolidated financial statements and the notes related to those financial statements. For more information, see “Where You Can Find More Information.”


	Six Months Ended June 30,				Year Ended December 31,
	2021		2020		2020		2019		2018		2017		2016
	(in thousands, except per share data)
Statement of Operations Data:
Revenues:
Oil and condensate sales	$	93,202	$	30,712	$	62,461	$	44,705	$	34,413	$	25,347	$	23,006
Natural gas sales		29,315		14,789		31,381		22,380		29,824		41,317		43,847
NGL sales		20,560		6,915		17,078		9,427		12,850		11,881		11,330
Other revenues		513		—		2,000		—		—		—		—

Total revenues		143,590		52,416		112,920		76,512		77,087		78,545		78,183

Expenses:
Operating expenses		63,985		34,272		72,847		33,205		25,552		27,183		29,111
Exploration expenses		284		11,571		11,594		1,003		1,637		1,106		1,816
Depreciation, depletion and amortization expense		20,599		17,946		30,032		39,807		41,657		47,215		63,323
Impairment and abandonment of oil and gas properties		454		145,878		168,802		128,290		103,732		2,395		10,572
General and administrative expense		24,842		15,487		24,940		24,938		24,157		24,161		26,802

Total expenses		110,164		225,154		308,215		227,243		196,735		102,060		131,624


	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018			2017			2016
	(in thousands, except per share data)
Other Income (Expense):
Gain (loss) from investment in affiliates, net of income taxes	$	(804	)	$	113		$	27		$	742		$	(12,721	)	$	2,697		$	1,545
Gain from sale of assets		348			4,433			4,501			518			13,224			2,280			—
Interest expense		(2,558	)		(3,365	)		(5,022	)		(8,596	)		(5,548	)		(4,100	)		(3,802	)
Gain (loss) on derivatives, net		(69,561	)		37,895			27,585			(3,357	)		1,939			3,325			(1,632	)
Other income (expense)		2,569			1,136			3,609			1,848			1,306			1,275			(357	)

Total other income (expense)		(70,006	)		40,212			30,700			(8,845	)		(1,800	)		5,477			(4,246	)

Net Loss before Income Taxes		(36,580	)		(132,526	)		(164,595	)		(159,576	)		(121,448	)		(18,038	)		(57,687	)
Income tax provision		(355	)		(763	)		(747	)		(220	)		(120	)		395			(342	)

Net Loss Attributable to Common Stock	$	(36,935	)	$	(133,289	)	$	(165,342	)	$	(159,796	)	$	(121,568	)	$	(17,643	)	$	(58,029	)

Net Loss per Share:
Basic		(0.19	)		(1.01	)		(1.20	)		(2.95	)		(4.69	)		(0.71	)		(2.71	)
Diluted		(0.19	)		(1.01	)		(1.20	)		(2.95	)		(4.69	)		(0.71	)		(2.71	)
Weighted average common shares outstanding, basic		195,714			131,394			137,522			54,136			25,945			24,686			21,424
Weighted average common shares outstanding, diluted		195,714			131,394			137,522			54,136			25,945			24,686			21,424

	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018			2017			2016
	(in thousands)
Selected Cash Flow and Other Financial Data:
Net income (loss)	$	(36,935	)	$	(133,289	)	$	(165,342	)	$	(159,796	)	$	(121,568	)	$	(17,643	)	$	(58,029	)
Depreciation, depletion, amortization and impairment		20,599			17,946			198,834			168,097			145,389			49,610			73,895
Net cash provided by (used in) operating activities		64,034			8,213			20,896			21,710			23,477			34,686			32,011



	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018			2017			2016
	(in thousands)
Net cash used in investing activities	$	(120,378	)	$	(19,457	)	$	(21,353	)	$	(154,855	)	$	(30,687	)	$	(65,450	)	$	(19,798	)
Net cash provided by (used in) financing activities		57,138			10,024			216			134,769			7,210			30,764			(12,213	)


	As of June 30,		As of December 31,
	2021		2020		2019		2018		2017		2016
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	2,177	$	1,383	$	1,624	$	—	$	—	$	—
Total current assets		74,787		46,806		46,387		17,434		15,773		19,054
Other property and equipment		1,912		1,669		1,655		1,314		1,272		1,265
Total property, plant and equipment, net		348,850		101,903		291,120		233,174		345,957		340,382
Total other non-current assets		19,060		21,558		16,319		6,524		19,723		17,078
Total assets		442,697		170,267		353,826		257,132		381,453		376,514
Total current liabilities		178,403		89,536		110,547		101,257		50,537		62,889
Long-term debt		72,369		12,369		72,768		—		85,380		54,354
Total non-current liabilities		199,923		65,164		127,239		15,486		106,316		77,220
Total shareholders’ equity		64,371		15,567		116,040		140,389		224,600		236,405
Total liabilities and shareholders’ equity		442,697		170,267		353,826		257,132		381,453		376,514

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF NEW PUBCO

The following selected unaudited pro forma condensed combined financial information of New PubCo (the “selected pro forma information”) is based on the historical financial statements of Independence, as its predecessor. Under the acquisition method of accounting, Contango’s assets acquired and liabilities assumed by New PubCo will be recorded at their fair values measured as of the acquisition date. The excess, if any, of the purchase price over the estimated fair values of Contango’s assets acquired and liabilities assumed will be recorded as goodwill.

The selected pro forma information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial statements of New PubCo included elsewhere in this proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements have been prepared from the historical combined and consolidated statements of operations of Independence and operations of Contango, adjusted to give effect to the Transaction Agreement and Transactions. During the periods presented, Independence completed the Independence Transactions. Further, Contango completed the acquisitions of both Mid-Con Energy Partners, LP (the “Mid-Con Acquisition”) and Grizzly Operating, LLC (the “Grizzly Acquisition” and together with the Mid-Con Acquisition, the “Contango Transactions”) during the periods presented.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 give effect to the Transaction Agreement, the Transactions, the Independence Transactions, and the Contango Transactions (collectively, the “Pro Forma Transactions”) as if they had been consummated on January 1, 2020. The unaudited pro forma condensed combined balance sheet gives effect to the Pro Forma Transactions as if they had occurred on June 30, 2021. The pro forma balance sheet as of June 30, 2021 reflects no impact from the Independence Transactions and the Contango Transactions, as they are already reflected in the historical balance sheets of Independence and Contango, respectively. Additionally, the pro forma statement of operations for the six months ended June 30, 2021 reflects no impact from the Titan Acquisition as it is already reflected in the historical statement of operations of Independence. The pro forma financial statements contain certain reclassification adjustments to conform the historical Contango financial statement presentation to Independence’s financial statement presentation.

The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what New PubCo’s actual financial position or results of operations would have been had the Pro Forma Transactions been completed as of the dates indicated. In addition, the selected pro forma information does not purport to project the future financial position or operating results of the post-combination business. The following table presents New PubCo’s selected unaudited pro forma financial and operating data for the periods indicated:


	Six Months Ended June 30, 2021		Year Ended December 31, 2020
	(in thousands, except per share data)
Statement of Operations Data
REVENUES:
Oil and condensate sales	$	498,338	$	672,610
Natural gas sales		171,227		208,288
Natural gas liquids sales		94,394		103,888
Midstream and other		24,481		49,805

Total revenues		788,440		1,034,591
EXPENSES:
Operating expense		341,015		671,625


	Six Months Ended June 30, 2021			Year Ended December 31, 2020
	(in thousands, except per share data)
Depreciation, depletion and amortization	$	201,996		$	560,448
Impairment and abandonment of oil and natural gas properties		454			657,925
Exploration expense		360			17,032
Midstream operating expense		6,198			9,092
General and administrative expense		60,388			141,198
(Gain) loss on sale of assets		(9,765	)		(3,849	)

Total expenses		600,646			2,053,471
OTHER INCOME (EXPENSE):
Interest expense		(32,988	)		(63,347	)
Gain (loss) on derivatives		(673,968	)		238,905
Gain from investment in affiliates, net of income taxes		(804	)		27
Other income (expense)		2,558			1,769

Total other income (expense)		(705,202	)		177,354

NET LOSS BEFORE INCOME TAXES		(517,408	)		(841,526	)
Income tax benefit (provision)		29,508			42,179

NET LOSS		(487,900	)		(799,347	)
LESS: Net (Income) Loss Attributable to Noncontrolling Interests		382,530			619,423

NET LOSS ATTRIBUTABLE TO COMPANY	$	(105,370	)	$	(179,924	)

NET LOSS PER SHARE/UNIT
Class A – basic and diluted	$	(2.45	)	$	(4.18	)
Class B – basic and diluted	$	—		$	—
WEIGHTED AVERAGE COMMON SHARES/UNITS OUTSTANDING
Class A – basic and diluted		43,067			43,067
Class B – basic and diluted		127,345			127,345
Balance Sheet Data
Total property, plant and equipment, net	$	4,456,867
Total assets		5,004,429
Total liabilities		1,924,895
Redeemable noncontrolling interests		2,292,214
Total shareholders’ equity		787,320

Comparative Per Share Information

The following table presents selected historical comparative per share information for Contango and Independence and unaudited pro forma combined per share information for New PubCo. The unaudited pro forma combined book value per share information for New PubCo is presented as if the Pro Forma Transactions had been completed on June 30, 2021. The comparative per share information for New PubCo for the six months ended June 30, 2021 and for the year ended December 31, 2020 are presented as if the Pro Forma Transactions had been completed on January 1, 2020.

The following comparative per share data is derived from the historical consolidated financial statements of Contango and Independence. The information below should be read in conjunction with the “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 193.


	Six Months Ended June 30, 2021			Year Ended December 31, 2020
Historical – Contango
Net loss per share:
Common stock - basic and diluted	$	(0.19	)	$	(1.20	)
Cash dividends per share		—			—
Book value per share	$	0.32
Historical – Independence
Net loss per unit:
Class A units – basic and diluted	$	(347.08	)	$	(153.50	)
Cash dividends per Class A unit	$	18.60			—
Book value per Class A unit	$	1,900.65
Pro forma combined – New PubCo
Net loss per share:
Class A common stock – basic and diluted	$	(2.45	)	$	(4.18	)
Class B common stock – basic and diluted		—			—
Cash dividends per share:
Class A common stock	$	0.18			—
Class B common stock		—			—
Book value per share:
Class A common stock	$	18.28
Class B common stock		—

COMPARATIVE STOCK PRICE DATA AND DIVIDENDS

Stock Prices

Contango’s common stock is listed on the NYSE American under the symbol “MCF.” Independence is a private company and its equity interests are not publicly traded. The following table sets forth the closing sales prices per share of Contango Common Stock, on an actual and equivalent per share basis, on the NYSE American on the following dates:

•

June 7, 2021, the last full trading day before the public announcement of the Transactions, and

•

October 29, 2021, the last trading day for which this information could be calculated before the date of this proxy statement/prospectus.


	Contango Common Stock Closing Price		New PubCo Equivalent Per Share(1)
June 7, 2021	$	5.62	$	28.10
October 29, 2021	$	4.13	$	20.65

(1)	Each share of common stock will be converted into the right to receive 0.2000 shares of New PubCo Class A Common Stock.

As of October 29, 2021, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, there were 201,338,567 shares of Contango Common Stock outstanding and approximately 448 holders of record of Contango Common Stock.

Because the Exchange Ratio will not be adjusted for changes in the market price of Contango Common Stock, the implied value of the shares of New PubCo Class A Common Stock that holders of Contango Common Stock will have the right to receive on the date the Transactions are completed may vary significantly from the market value of the shares of New PubCo Class A Common Stock that holders of Contango Common Stock would receive if the Transactions were completed on the date of this proxy statement/prospectus. As a result, you should obtain recent market prices prior to voting your shares. See “Risk Factors—Risks Relating to the Transactions.”

Dividends

Since its initial public offering, Contango has not declared any dividends and does not anticipate declaring or providing any cash dividends to holders of Contango Common Stock in the foreseeable future. Subject to limited exceptions, the Transaction Agreement prohibits Contango (unless consented to in advance by Independence, which consent may not be unreasonably withheld, delayed or conditioned) from paying dividends to holders of Contango Common Stock until the earlier of the effective time and the termination of the Transaction Agreement in accordance with its terms.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations. The words and phrases “should”, “could”, “may”, “will”, “believe”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “goal” and similar expressions identify forward-looking statements and express expectations about future events. Forward-looking statements are statements that are not statements of historical fact, including statements about beliefs, opinions and expectations. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Contango, Independence and New PubCo. Consequently, actual future results could differ materially from expectations due to a number of factors, including, but not limited to:

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estimates of Contango’s, Independence’s and New PubCo’s oil and natural gas reserves;

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Contango’s, Independence’s and New PubCo’s future financial condition, results of operations, liquidity, and compliance with debt covenants;

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Contango’s, Independence’s and New PubCo’s future revenues, cash flows, and expenses;

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Contango’s, Independence’s and New PubCo’s access to capital and their anticipated liquidity;

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Contango’s, Independence’s and New PubCo’s future business strategy and other plans and objectives for future operations;

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Contango’s, Independence’s and New PubCo’s business’ competitive position;

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Contango’s, Independence’s and New PubCo’s outlook on oil and natural gas prices;

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the amount, nature, and timing of Contango’s, Independence’s and New PubCo’s future capital expenditures, including future development costs;

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Contango’s, Independence’s and New PubCo’s ability to access the capital markets to fund capital and other expenditures;

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Contango’s, Independence’s and New PubCo’s potential future asset dispositions and other transactions, the timing of closing of such transactions and the use of proceeds, if any, from such transactions;

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the risks associated with potential acquisitions or alliances by Contango, Independence and New PubCo;

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the recruitment and retention of Contango’s, Independence’s and New PubCo’s officers and employees;

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Contango’s, Independence’s and New PubCo’s expected levels of compensation;

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the likelihood of success of and impact of litigation on Contango, Independence and New PubCo;

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Contango’s, Independence’s and New PubCo’s assessment of their counterparty risk and the ability of their counterparties to perform their future obligations;

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the impact of federal, state, and local political, regulatory, tax, and environmental developments in the United States and certain foreign locations where Contango, Independence and New PubCo conduct business operations;

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Contango’s, Independence’s and New PubCo’s ability to consummate the Transactions;

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the timing of the consummation of the Transactions; and

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the ability of New PubCo to integrate Independence’s operations and the operations of Contango and achieve or realize any anticipated benefits, savings, or growth of the Transaction.

Although Contango, Independence and New PubCo believe the expectations reflected in the forward-looking statements are reasonable, they cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Contango, Independence, New PubCo nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Contango, Independence and New PubCo are under no duty to update any of these forward-looking statements after the date of this document to conform Contango’s, Independence’s and New PubCo’s prior statements to actual results or revised expectations and Contango, Independence and New PubCo do not intend to do so.

RISK FACTORS

In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section titled “Cautionary Statements Regarding Forward-Looking Statements,” you should carefully consider the following risk factors before deciding whether to vote for the Transaction Proposal. In addition, you should read and consider the risks associated with each of the businesses of Contango and Independence because these risks will relate to the combined company following the completion of the Transactions. Descriptions of some of these risks can be found in the Annual Reports of Contango on Form 10-K for the fiscal year ended December 31, 2020, and any amendments thereto, as such risks may be updated or supplemented in Contango’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See “Where You Can Find More Information.”

Risks Relating to the Transactions

Contango and Independence may fail to complete the Transactions if certain required conditions, many of which are outside the companies’ control, are not satisfied.

Completion of the Transactions is subject to various customary closing conditions, including, but not limited to:

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approval and adoption of the Transaction Agreement by Contango stockholders,

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the expiration or termination of any applicable waiting period under the HSR Act,

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the absence of any order of injunction prohibiting the consummation of the Transactions,

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no material adverse effect occurring with respect to Contango or Independence,

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subject to certain exceptions and materiality and MAE standards, the accuracy of the representations and warranties of the parties to the Transaction Agreement,

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performance and compliance by the parties to the Transaction Agreement in all material respects with agreements and covenants contained in the Transaction Agreement, and

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the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, will have become effective under the Securities Act, and no stop order suspending its effectiveness may be in effect or threatened.

Many of the conditions to completion of the Transactions are not within either Contango’s or Independence’s control, 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 January 7, 2022, it is possible that the Transaction Agreement may be terminated. Although Contango and Independence have agreed in the Transaction Agreement to use reasonable best efforts, they may not be able to satisfy or receive the various closing conditions and obtain the necessary approvals in a timely fashion or at all. For additional information, please see “The Transaction Agreement and Related Agreements—Conditions to Completion of the Transactions.”

Failure to complete the Transactions could negatively impact Contango’s stock price and future businesses and financial results.

If the Transactions are not completed, Contango will be subject to several risks, including the following:

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Contango and its subsidiaries may experience negative reactions from their customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners;

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certain damages for which Contango may be liable to Independence under the terms and conditions of the Transaction Agreement, including a termination fee in certain circumstances;

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payment for certain costs relating to the Transactions, whether or not the Transactions are completed, such as legal, accounting, financial advisor and printing fees;

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negative reactions from the financial markets, including declines in the price of Contango’s stock due to the fact that current prices may reflect a market assumption that the Transactions will be completed;

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diverted attention of company management to the Transactions rather than to Contango’s operations and pursuit of other opportunities that could have been beneficial to it; and

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litigation related to any failure to complete the Transactions or related to any enforcement proceeding commenced against Contango to perform their its obligations pursuant to the Transaction Agreement.

If the Transactions are not completed, the risks described above may materialize and they may have a material adverse effect on Contango’s results of operations, cash flows, financial position and stock price.

Certain of the directors and executive officers of Contango negotiated the terms of the Transaction Agreement and the Contango Board recommended that Contango stockholders vote in favor of the Transaction Proposal, the Contango LTIP Proposal and the Compensation Proposal. These directors and officers may have interests in the Transactions that are different from, or in addition to, those of Contango stockholders generally. These interests include the continued employment of the executive officers of Contango by the combined company, the continued service of independent directors of Contango as directors of New PubCo, the treatment in the Transactions of Contango equity awards held by the Contango directors and executive officers, certain payments that may become payable to the executive officers upon a qualifying termination of employment in connection with the Transactions in accordance with existing agreements, and the indemnification of Contango directors and executive officers by New PubCo.

You should be aware of these interests when you consider the recommendation of the Contango Board that you vote in favor of the Transaction Proposal and the Compensation Proposal. The Contango Board was aware of these interests when it determined that the Transaction Agreement and the Transactions contemplated thereby were advisable and fair to, and in the best interests of, Contango stockholders and recommended that Contango stockholders approve and adopt the Transaction Agreement. The interests of Contango directors and executive officers are described in more detail in “Proposal 1: The Transaction Proposal—Interests of Contango Directors and Executive Officers in the Transactions.”

The consideration to be received by holders of Contango Common Stock is fixed and will not be adjusted for changes affecting Independence or Contango.

Each share of Contango Common Stock will be converted into the right to receive 0.2 of a share of New PubCo Class A Common Stock, with cash paid in lieu of the issuance of any fractional shares of New PubCo Class A Common Stock. The Exchange Ratio is fixed, which means that it will not change between now and Closing, regardless of whether the market price of Contango Common Stock changes. The market price of Contango Common Stock has fluctuated since the date of the announcement of the parties’ entry into the Transaction Agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Special Meeting through Closing. The market price of shares of Contango Common Stock may fluctuate during and after these periods as a result of a variety of factors, including general market and economic conditions, changes in Contango’s business, operations and prospects, market assessments of the likelihood that the Transactions will be completed and regulatory considerations. Such factors are difficult to predict and in many cases may be beyond the control of Contango and Independence. At the time Contango stockholders decide whether to approve the Transaction Proposal, they will not know the exact market value of the merger consideration they will receive when the Transactions are completed.

Upon Closing, Contango stockholders will no longer be stockholders of Contango. Contango stockholders who receive the merger consideration will become New PubCo stockholders and their rights as New PubCo stockholders will be governed by the terms of New PubCo’s charter and bylaws. There will be important differences between the current rights of Contango stockholders and the rights to which such stockholders will be entitled as New PubCo stockholders. Unlike common equity in traditional corporate structures, including the existing structure of Contango, holders of New PubCo’s common stock will not vote for the election of directors. As a result, holders of New PubCo’s common stock will have less ability to influence New PubCo’s business than would the holders of common equity in a traditional corporate structure such as Contango’s. For a discussion of the different rights associated with shares of Contango common stock as compared to New PubCo, see “Comparison of Rights of New PubCo Stockholders and Contango Stockholders.”

Completion of the Transactions may trigger change in control or other provisions in certain agreements to which Contango is a party.

The completion of the Transactions may trigger change in control or other provisions in certain agreements to which Contango is a party. If Contango is unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the applicable agreements, including in some instances potentially terminating the agreements or seeking monetary damages. Even if Contango is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the combined business.

Required regulatory approvals may not be received, may take longer than expected to be received or may impose conditions that are not presently anticipated or cannot be met.

Completion of the Transactions is conditioned upon expiration or termination of any waiting period applicable to the Transactions under the HSR Act. Although each party has agreed to use its reasonable best efforts to ensure the prompt expiration or termination of any applicable waiting period under the HSR Act and to respond to and comply with any request for information from any government entity charged with enforcing, applying, administering or investigating the HSR Act or any other antitrust laws, there can be no assurance that the antitrust approvals will be obtained and that the other conditions to completing the Transactions will be satisfied.

Contango will be subject to various uncertainties and contractual restrictions while the Transactions are pending that could adversely affect its business and operations.

Uncertainty about the effect of the Transactions on customers, suppliers and vendors may have an adverse effect on Contango’s business, financial condition and results of operations. It is possible that some customers, suppliers and other persons with whom Contango has business relationships may delay or defer certain business decisions, or might decide to seek to terminate, change or renegotiate their relationship with Contango as a result of the Transactions, which could negatively affect Contango’s financial results, as well as the market price of Contango stock, regardless of whether the Transactions are completed.

Additionally, under the terms of the Transaction Agreement, Contango is subject to certain restrictions on the conduct of its business prior to completing the Transactions. The Transaction Agreement subjects Contango to restrictions on its business activities prior to the Contango Merger Effective Time. The Transaction Agreement obligates Contango to carry on its business in the ordinary course consistent with past practice and to use its reasonable best efforts to preserve intact its business organization, preserve its assets, rights and properties in good repair and condition, preserve its existing relationships with governmental authorities and preserve its relationships with customers, suppliers, contractors, licensors, licensees, distributors and others having business

dealings with it. These restrictions could prevent Contango from pursuing certain business opportunities that arise prior to the Contango Merger Effective Time and are outside the ordinary course of business. Such limitations could negatively affect Contango’s businesses and operations prior to the completion of the Transactions.

Contango may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

Uncertainty about the effect of the Transactions on Contango’s employees may impair its ability to attract, retain and motivate personnel until the Transactions are completed. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with the combined organization. In addition, Contango may have to provide additional compensation in order to retain employees. If employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of the combined company, the combined company’s ability to realize the anticipated benefits of the Transactions could be adversely affected.

The Transaction Agreement prohibits Contango and its directors, officers, employees, advisors and other representatives, subject to specified exceptions, from initiating, encouraging, soliciting or entering into discussions with any third party regarding alternative acquisition proposals. This prohibition limits Contango’s ability to pursue offers from other possible acquirers that may be superior from a financial point of view. In some circumstances, upon termination of the Transaction Agreement, Contango would be required to pay a $33,375,989 termination fee to Independence.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of Contango’s stock or assets from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the Transactions. Similarly, these provisions might result in a potential third-party acquirer proposing to pay a lower price to Contango stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Transaction Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Transactions.

In connection with the Transactions, Independence, Contango and/or the combined company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could negatively affect the business, assets, liabilities, prospects, outlook, financial condition and results of operations of Independence, Contango and/or New PubCo.

Although Independence and Contango have conducted extensive due diligence in connection with the Transactions, they cannot assure you that this diligence revealed all material issues that may be present, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Contango’s and Independence’s control will not later arise. Even if Contango’s and Independence’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Contango’s and Independence’s preliminary risk analysis. Further, as a result of the Transactions, purchase accounting, and the proposed operation of the combined company going forward, Independence, Contango and/or the combined company may be required to take write-offs or write-downs, restructuring and impairment or other charges. As a result, Independence, Contango and/or the combined company may be forced to write-down or write-off assets, restructure its operations, or incur impairment or other

charges that could negatively affect the business, assets, liabilities, prospects, outlook, financial condition and results of operations of Independence, Contango and/or the combined company.

The market price of the combined company’s common stock may be volatile, and holders of the combined company’s common stock could lose a significant portion of their investment due to drops in the market price of the combined company’s common stock following completion of the Transactions.

The market price of the combined company’s common stock may be volatile, and following completion of the Transactions, stockholders may not be able to resell their New PubCo Class A Common Stock at or above the price at which they acquired the New PubCo Class A Common Stock pursuant to the Transaction Agreement or otherwise due to fluctuations in its market price, including changes in price caused by factors unrelated to the combined company’s operating performance or prospects.

An active, liquid, and orderly market for New PubCo Class A Common Stock may not develop or be sustained. There may be a lack of supply of, or demand for, the New PubCo Class A Common Stock. The public float of New PubCo Class A Common Stock may be insufficient to meet demand, which could cause the trading price of New PubCo Class A Common Stock to rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing New PubCo Class A Common Stock if they are unable to purchase a block in the open market due to a potential unwillingness of existing stockholders to sell a sufficient amount of New PubCo Class A Common Stock at the price offered by such institutional investors. If institutional investors are unable to purchase New PubCo Class A Common Stock, the market for New PubCo Class A Common Stock may be more volatile without the influence of long-term institutional investors holding significant amounts of New PubCo Class A Common Stock. In the case of a lack of demand for New PubCo Class A Common Stock, the trading price of our Class A common stock could decline significantly.

Specific factors that may have a significant effect on the market price for the combined company’s common stock include, among others, the following:

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changes in stock market analyst recommendations or earnings estimates regarding the combined company’s common stock, other companies comparable to it or companies in the industries they serve;

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the size and liquidity of New PubCo’s public float of Class A Common Stock relative to New PubCo’s market capitalization;

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actual or anticipated fluctuations in the combined company’s operating results or future prospects;

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reaction to public announcements by the combined company;

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strategic actions taken by the combined company or its competitors, such as the intended business separations, acquisitions or restructurings;

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failure of the combined company to achieve the perceived benefits of the Transactions, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;

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adverse conditions in the financial market or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and

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sales of common stock by the combined company, members of its management team or significant stockholders.

The opinion of Contango’s financial advisor will not be updated to reflect changes in circumstances between the signing of the Transaction Agreement in June 2021 and the completion of the Transactions.

Contango has not obtained an updated opinion from its financial advisor as of the date of this proxy statement/prospectus, and Contango does not anticipate asking its financial advisor to update its opinion. Changes in the operations and prospects of Contango or Independence, general market and economic conditions and other

factors that may be beyond the control of Contango or Independence, and on which Contango’s financial advisor’s opinion was based, may significantly alter the price of the shares of Contango Common Stock by the time the Transactions are completed. The opinion does not speak as of the time the Transactions will be completed or as of any date other than the date of the Transaction Agreement. Because Contango’s financial advisor will not be updating its opinion, which was issued in connection with the signing of the Transaction Agreement in June 2021, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the Transactions are completed. The Contango Board’s recommendation that Contango stockholders vote “FOR” the Transaction Proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinion that Contango received from its financial advisor, please refer to “Proposal 1: The Transaction Proposal—Opinion of Contango’s Financial Advisor.”

If the Mergers, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, Contango Stockholders may be required to pay substantial U.S. federal income taxes.

In reliance on a legal opinion provided by Gibson, Dunn & Crutcher LLP, tax counsel to Contango, New PubCo and Contango believe the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and New PubCo and Contango intend to report the Mergers consistent with such qualification. However, it is not a condition to Contango’s obligation or New PubCo’s obligation to complete the Transactions that the Mergers, taken together, be treated as a “reorganization,” and neither New PubCo nor Contango intends to obtain a ruling from the IRS with respect to the tax consequences of the Mergers. If the IRS or a court determines that the Mergers, taken together, should not be treated as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of Contango Common Stock would generally recognize taxable gain or loss upon the exchange of Contango Common Stock for New PubCo Class A Common Stock pursuant to the Mergers. See “The Transactions—Material U.S. Federal Income Tax Consequences of the Mergers”.

Risks Relating to the Business of the Combined Company Upon Completion of the Transactions

You should read and consider risk factors specific to the business of Independence described below under “—Other Risk Factors of Independence.” In addition, you should read and consider the risk factors described in Part I, Item 1A of Contango’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed by Contango with the SEC and incorporated by reference into this document. See “Where You Can Find More Information.”

The combined company may fail to realize the anticipated benefits of the Transactions and may assume unanticipated liabilities.

The success of the Transactions will depend on, among other things, the combined company’s ability to combine the Contango and Independence businesses in a manner that realizes the various benefits, growth opportunities and synergies identified by the companies. Achieving the anticipated benefits of the Transactions is subject to a number of risks and uncertainties. OpCo would assume all of the liabilities associated with the acquired properties and environmental, title and other problems could reduce the value of the properties to OpCo. There can also be no assurance that attractive investment opportunities in upstream oil and gas assets will materialize for KKR to present to New PubCo, and there can be no guarantee that any such investment would be successful. Also, it is uncertain whether Contango’s and Independence’s existing operations and the acquired properties and assets can be integrated in an efficient and effective manner.

In addition, the integration of operations following the Transactions will require the attention of New PubCo’s management and other personnel, which may distract their attention from New PubCo’s day-to-day business and

operations and prevent the combined company from realizing benefits from other opportunities. While the Manager’s personnel and other resources expect to dedicate the majority of their time to New PubCo’s assets and operations, the Manager’s personnel and other resources may be utilized for other projects unrelated to New PubCo, and the allocation of such resources is generally within the discretion of the Manager. New PubCo is obligated to pay the Manager annual Management Compensation under the terms of the Management Agreement. There can be no assurance New PubCo will realize the anticipated benefits from the Management Agreement. Those fees may be greater than the costs that would otherwise be incurred by New PubCo in managing its business and compensating its executive team. Completing the integration process may be more expensive than anticipated, and New PubCo cannot assure you that it will be able to affect the integration of these operations smoothly or efficiently or that the anticipated benefits of the Transactions will be achieved.

New PubCo has been recently incorporated in connection with the proposed Transactions and has no operating history or revenues. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for New PubCo, which we refer to as the pro forma financial statements, that combine the historical consolidated financial statements of Contango for the six months ended June 30, 2021 and the year ended December 31, 2020 with the historical financial statements of Independence for the six months ended June 30, 2021 and the year ended December 31, 2020, adjusted to give effect to the Transactions, and should be read in conjunction with such financial statements and accompanying notes which are incorporated by reference in this proxy statement/prospectus. The pro forma financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. The pro forma financial statements do not include, among other things, estimated cost or growth synergies, adjustments related to restructuring or integration activities, future acquisitions or disposals not yet known or probable, or impacts of Transaction-related change in control provisions that are currently not factually supportable and/or probable of occurring. Therefore, the pro forma financial statements are presented for informational purposes only and are not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the Transactions been completed on the dates indicated. Accordingly, New PubCo’s business, assets, results of operations and financial condition may differ significantly from those indicated by the pro forma financial statements included in this proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Combined Financial Statements.”

The only principal asset of New PubCo following the business combination will be its interest in OpCo; accordingly, New PubCo will depend on distributions from OpCo to pay taxes, make payments under the Management Agreement and cover New PubCo’s corporate and other overhead expenses.

Upon consummation of the Transactions, New PubCo will be a holding company and will have no material assets other than its ownership interest in OpCo. New PubCo will have no independent means of generating revenue or cash flow. To the extent OpCo has available cash and subject to the terms of any current or future indebtedness agreements, New PubCo intends to cause OpCo (i) to make pro rata cash distributions to holders of OpCo Units, including New PubCo, in an amount sufficient to allow New PubCo to pay its taxes and to make payments under the Management Agreement and (ii) to reimburse New PubCo for its corporate and other overhead expenses. We generally expect OpCo to fund such distributions out of available cash. When OpCo makes distributions, the holders of OpCo Units will be entitled to receive proportionate distributions based on their interests in OpCo at the time of such distribution. To the extent that New PubCo needs funds and OpCo or its subsidiaries are restricted from making such distributions or payments under applicable law or regulation or under the terms of any current or future indebtedness agreements, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

Moreover, because New PubCo will have no independent means of generating revenue, New PubCo’s ability to make tax payments and payments under the Management Agreement is dependent on the ability of OpCo to

make distributions to New PubCo in an amount sufficient to cover New PubCo’s tax obligations and obligations under the Management Agreement. This ability, in turn, may depend on the ability of OpCo’s subsidiaries to make distributions to it. The ability of OpCo, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and (ii) restrictions in relevant debt instruments issued by OpCo or its subsidiaries and other entities in which it directly or indirectly holds an equity interest.

If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, New PubCo and OpCo might be subject to potentially significant tax inefficiencies.

New PubCo intends to operate such that OpCo does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of OpCo Units pursuant to the Redemption Right or other transfers of OpCo Units could cause OpCo to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of OpCo Units qualify for one or more such safe harbors. For example, we intend to limit the number of holders of OpCo Units, and the OpCo LLC Agreement, which will be entered into in connection with the consummation of the Transactions, will provide for limitations on the ability of holders of OpCo Units to transfer their OpCo Units and will provide New PubCo, as the managing member of OpCo, with the right to impose restrictions (in addition to those already in place) on the ability of holders of OpCo Units to redeem their OpCo Units pursuant to the Redemption Right to the extent New PubCo believes it is necessary to ensure that OpCo will continue to be treated as a partnership for U.S. federal income tax purposes.

If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for New PubCo and OpCo, including as a result of New PubCo’s inability to file a consolidated U.S. federal income tax return with OpCo.

New PubCo will be reliant on the Manager to manage its business and operations and provide the executive management team pursuant to the Management Agreement. However, while the Manager expects its personnel and other resources to be dedicated the majority of their time to New PubCo’s assets and operations, the Manager’s personnel and other resources may be utilized for other projects unrelated to New PubCo, and the allocation of such resources is generally within the Manager’s discretion. The Management Agreement has an initial three-year term, with automatic three-year renewals thereafter; however, New PubCo can offer no assurance that the Manager will continue to provide services to it or that it will continue to have access to the Manager’s officers and personnel. In addition, in the event New PubCo elects to terminate the Management Agreement in accordance with its terms as a result of unsatisfactory performance or otherwise, New PubCo shall be obligated to pay the Manager a termination fee equal to three times the sum of (i) the average annual Management Fee and (ii) the average of the Incentive Compensation, in each case earned by the Manager during the prior 24 months preceding the most recently completed quarter prior to the termination date. See “The Transaction Agreement and Related Agreements—Management Agreement.”

Further, New PubCo’s relationship with the Manager will present certain challenges relating to its ability to work collaboratively with the Manager’s broader business. For example, the Manager will source investment

opportunities both for New PubCo’s benefit and for the benefit of other KKR investment vehicles. Pursuant to the Management Agreement, investment opportunities in upstream oil and gas assets will be presented to New PubCo with the total amount of the available investment allocated between New PubCo and EIGF II in good faith by the Manager on a pro rata basis subject to and taking into account available capital, applicable concentration limits, investment restrictions and other similar considerations. After all available investment capital within EIGF II has been fully deployed, the Manager shall ensure that at least 70% of any such investment amounts are allocated to New PubCo. In addition, from time to time, investment opportunities outside of upstream oil and gas assets may arise that are suitable for investment by New PubCo, on the one hand, and by and EIGF II (and any successor fund) or other KKR funds, on the other that are (A) engaged in an investment strategy that is materially different from New PubCo’s (such as distressed debt or special situations investment vehicles) and (B) have pre-existing defined allocation rights pursuant to KKR’s allocation policies or contractual undertakings agreed with the investors in such other KKR funds. In such cases, New PubCo may elect to co-invest alongside EIGF II and/or such other KKR funds in such investments, in which case KKR will allocate such investment opportunities among New PubCo, on the one hand, and EIGF II and/or such other KKR funds, on the other hand, in a manner consistent with the priority investment rights of such KKR funds, taking into account such factors as KKR deems appropriate. New PubCo shall have no obligation to make any such co-investment.

As consideration for the services rendered pursuant to the Management Agreement and the Manager’s overhead, including compensation of the executive management team, the Manager is entitled to receive (i) the Management Compensation equal to $13.47 million per annum as of the Closing, which represents New PubCo’s pro rata portion (based on New PubCo’s relative ownership of OpCo and including 2,831,381 shares of New PubCo Class A Common Stock to be issued to holders of contango PSU Awards) of $53.3 million per annum and (ii) the Incentive Compensation under which the Manager may receive up to 10% of New PubCo’s outstanding equity based on the achievement of certain performance-based measures. The portion of the Management Compensation borne by New PubCo will increase over time as New PubCo’s ownership percentage of OpCo increases. In addition, as the business and assets of New PubCo expand, the Management Compensation will increase by an amount equal to 1.5% per annum of the net proceeds from all future issuances of equity securities of New PubCo (including in connection with asset acquisitions) and, in certain instances, OpCo. However, incremental management fees will not apply to the issuance of shares of New PubCo Class A Common Stock upon the redemption or exchange of OpCo Units. New PubCo shall reimburse the Manager for its pro rata share (based on percentage of public ownership of the Company) of any costs or expenses incurred by Manager on behalf of New PubCo (other than normal overhead expenses relating to the business or operations of the Manager). New PubCo’s ability to terminate the Management Agreement as a result of any actual or apparent excess fees is limited by the terms of the Management Agreement to certain specified circumstances. See “The Transaction Agreement and Related Agreements-Management Agreement.”

The Preferred Stockholder’s significant voting power will limit the ability of holders of New PubCo’s common stock to influence its business.

The Preferred Stockholder will be the sole holder of the New PubCo Non-Economic Series I Preferred Stock and is expected to retain its ownership of the New PubCo Non-Economic Series I Preferred Stock until such time as it ceases to own a number of shares of New PubCo’s common stock equal to or greater than 50% (the “Retained Ownership Percentage”) of the shares of New PubCo Class A Common Stock and New PubCo Class B Common Stock it will own as of the consummation of the Transactions, subject to certain exceptions. The New PubCo Non-Economic Series I Preferred Stock entitles the holder thereof to appoint the entire New PubCo Board and to certain other to approval rights with respect to certain fundamental corporate actions, including debt incurrence in excess of 10% of then outstanding indebtedness, significant equity raises, preferred equity issuances, adoption of a shareholder rights plan, amendments of New PubCo’s certificate of incorporation and certain sections of its bylaws, a sale of all or substantially all of the assets of New PubCo, mergers involving New PubCo, removals of New PubCo’s Chief Executive Officer and the liquidation or dissolution of New PubCo. Unlike common equity in traditional corporate structures, including the existing structure of Contango, holders of New PubCo’s

common stock will not vote for the election of directors. As a result, holders of New PubCo’s common stock will have less ability to influence New PubCo’s business than would the holders of common equity in a traditional corporate structure such as Contango’s.

Given its ownership of the New PubCo Non-Economic Series I Preferred Stock, the Preferred Stockholder would have to approve any potential acquisition of New PubCo. The existence of a controlling shareholder may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of New PubCo’s other shareholders to approve transactions that they may deem to be in the best interests of New PubCo. Moreover, the Preferred Stockholder’s controlling ownership position may adversely affect the trading price of New PubCo Class A Common Stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling shareholder, whether due to a decreased likelihood of a sale of New PubCo at a premium to the then-existing trading price of the New PubCo Class A Common Stock or otherwise.

To the fullest extent permitted by applicable law, New PubCo’s certificate of incorporation will contain provisions limiting the duties owed by the Preferred Stockholder and contain provisions allowing the Preferred Stockholder to favor its own interests and the interests of its controlling persons over New PubCo and the holders of New PubCo’s common stock. New PubCo’s certificate of incorporation will contain provisions stating that the Preferred Stockholder is under no obligation to consider the separate interests of the other stockholders (including the tax consequences to such stockholders) in deciding whether or not to authorize us to take (or decline to authorize us to take) any action as well as provisions stating that the Preferred Stockholder shall not be liable to the other stockholders for damages or equitable relief for any losses, liabilities or benefits not derived by such stockholders in connection with such decisions.

The certificate of incorporation of New PubCo will contain a provision renouncing its interest and expectancy in certain corporate opportunities that may prevent New PubCo from receiving the benefit of certain corporate opportunities.

The “corporate opportunity” doctrine provides that corporate fiduciaries, as part of their duty of loyalty to the corporation and its stockholders, may not take for themselves an opportunity that in fairness should belong to the corporation. As such, a corporate fiduciary may generally not pursue a business opportunity which the corporation is financially able to undertake and which, by its nature, falls into the line of the corporation’s business and is of practical advantage to it, or in which the corporation has an actual or expectant interest, unless the opportunity is disclosed to the corporation and the corporation determines that it is not going to pursue such opportunity. Section 122(17) of the DGCL, however, expressly permits a Delaware corporation to renounce in its certificate of incorporation any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or its officers, directors or stockholders.

The certificate of incorporation of New PubCo will contain a provision that, to the maximum extent permitted under the law of the State of Delaware, New PubCo renounces any interest or expectancy of New PubCo in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors, the Preferred Stockholder or any partner, manager, member, director, officer, stockholder,

employee or agent or affiliate of any such holder. New PubCo believes that this provision, which is intended to provide that certain business opportunities are not subject to the “corporate opportunity” doctrine, is appropriate, as the Preferred Stockholder and its affiliates invest in a wide array of companies, including companies with businesses similar to New PubCo. As a result of this provision, New PubCo may be not be offered certain corporate opportunities which could be beneficial to New PubCo and its stockholders.

The financial analyses and forecasts considered by Contango and its financial advisor may not be realized, which may adversely affect the market price of New PubCo common stock following the completion of the Transactions.

In performing its financial analyses and rendering its opinion regarding fairness, from a financial point of view, of the Contango Merger consideration, the financial advisor to Contango relied on, among other things, internal forecasts and cost savings and operating synergies projections provided to it. See “Proposal 1: The Transaction Proposal—Certain Contango Unaudited Prospective Financial and Operating Information.” The forecasts were prepared by, or as directed by, the managements of Contango and Independence. None of these analyses and forecasts was prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, U.S. GAAP, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Contango and Independence. There can be no assurance that Contango’s or Independence’s financial condition or results of operations will be consistent with those set forth in such analyses and forecasts, which could have a material impact on the market price of New PubCo common stock following the Transactions.

Combining the businesses of Contango and Independence may be more difficult, costly and time-consuming than expected, which may adversely affect the combined company’s results and negatively affect the value of New PubCo Class A Common Stock following the Transactions.

Contango and Independence have entered into the Transaction Agreement because each believes that combining the businesses of Contango and Independence will produce benefits and cost savings. However, Contango and Independence have historically operated as independent companies and will continue to do so until the completion of the Transactions. Following the completion of the Transaction, New PubCo’s management will need to integrate Contango’s and Independence’s respective businesses. The combination of two independent businesses is a complex, costly and time-consuming process, and the management of the combined company may face significant challenges in implementing such integration, many of which may be beyond the control of management, including, without limitation:

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latent impacts resulting from the diversion of Contango’s and Independence’s respective management teams’ attention from ongoing business concerns as a result of management’s attention to the Transactions and performance shortfalls at one or both of the companies;

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ongoing diversion of the attention of management from the operation of the combined company’s business as a result of the intended business separations;

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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects;

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the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the intended tax-efficient transactions;

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unanticipated issues in integrating accounting, information technology, communications programs, financial procedures and operations, and other systems, procedures and policies;

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difficulties in managing a larger combined company, addressing differences in business culture and retaining key personnel;

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unanticipated changes in applicable laws and regulations;

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managing tax costs or inefficiencies associated with integrating the operations of the combined company;

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coordinating geographically separate organizations; and

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unforeseen expenses or delays associated with the Transactions.

Some of these factors will be outside of the control of Contango and Independence, and any one of them could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue that could materially impact the business, financial conditions and results of operations of the combined business. The integration process and other disruptions resulting from the Transactions may also adversely affect the combined company’s relationships with employees, suppliers, customers, distributors, licensors and others with whom Contango and Independence have business or other dealings, and difficulties in integrating the businesses of Contango and Independence could harm the reputation of the combined company.

If the combined company is not able to successfully integrate the businesses of Contango and Independence in an efficient, cost-effective and timely manner, the anticipated benefits and cost savings of the Transactions may not be realized fully, or at all, or may take longer to realize than expected, and the value of New PubCo Class A Common Stock, the revenues, levels of expenses and results of operations may be affected adversely. If the combined company is not able to adequately address integration challenges, the combined company may be unable to successfully integrate Contango’s and Independence’s operations or realize the anticipated benefits of the Transactions.

New PubCo will incur significant costs in connection with the integration of Contango and Independence.

While both Contango and Independence have assumed that a certain level of expenses would be incurred in connection with the Transactions contemplated by the Transaction Agreement, there are many factors beyond their control that could affect the total amount of, or the timing of, anticipated expenses with respect to the integration and implementation of the combined businesses. New PubCo will also incur costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and other employment-related costs.

There may also be additional unanticipated significant costs in connection with the Transactions that the combined company may not recoup. These costs and expenses could reduce the benefits and additional income New PubCo expects to achieve from the Transactions. Although New PubCo expects that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

New PubCo’s Certificate of Incorporation after the consummation of the Transactions will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its stockholders, which could limit New PubCo’s stockholders’ ability to obtain a favorable judicial forum for disputes with New PubCo or its directors, officers, employees or agents.

New PubCo’s Certificate of Incorporation after the Transactions will provide that, unless New PubCo consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on New PubCo’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New PubCo’s directors, officers, employees or agents to New PubCo or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, New PubCo’s Certificate of Incorporation or its Bylaws, or (iv) any action asserting a claim against New PubCo that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring

any interest in shares of New PubCo’s capital stock will be deemed to have notice of, and consented to, the provisions of New PubCo’s restated Certificate of Incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New PubCo or its directors, officers, employees or agents, which may discourage such lawsuits against New PubCo and such persons. Alternatively, if a court were to find these provisions of New PubCo’s certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, New PubCo may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect New PubCo’s business, financial condition or results of operations.

As a public company, New PubCo will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of the NYSE, with which Independence has not been required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of the New PubCo Board and management and will significantly increase New PubCo’s costs and expenses. New PubCo will need to:

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institute a more comprehensive compliance function;

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comply with rules promulgated by the NYSE;

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continue to prepare and distribute periodic public reports in compliance with its obligations under the federal securities laws;

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establish new internal policies, such as those relating to insider trading; and

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involve and retain to a greater degree outside counsel and accountants in the above activities.

In addition, New PubCo expects that being a public company subject to these rules and regulations may make it more difficult and more expensive to obtain director and officer liability insurance and New PubCo may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for New PubCo to attract and retain qualified individuals to serve on the New PubCo Board or as executive officers. New PubCo is currently evaluating these rules, and it cannot predict or estimate the amount of additional costs it may incur or the timing of such costs.

If New PubCo fails to develop or maintain an effective system of internal controls, it may not be able to accurately report its financial results or prevent fraud. As a result, stockholders could lose confidence in New PubCo’s financial reporting, which would harm its business and the trading price of New PubCo Class A Common Stock.

Effective internal controls are necessary for New PubCo to provide reliable financial reports, prevent fraud and operate successfully as a public company. If New PubCo cannot provide reliable financial reports or prevent fraud, its reputation and operating results would be harmed. New PubCo cannot be certain that its efforts to develop and maintain internal controls will be successful, that it will be able to maintain adequate controls over its financial processes and reporting in the future or that it will be able to comply with its obligations under Section 404 of the Sarbanes-Oxley Act of 2002. Any failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving internal controls, could harm New PubCo’s operating results or cause New PubCo to fail to meet its reporting obligations. Ineffective internal controls could also cause investors to lose confidence in New PubCo’s reported financial information, which would likely have a negative effect on the trading price of the New PubCo Class A Common Stock.

There is currently no active trading market for New PubCo Class A Common Stock, and an active, liquid and orderly trading market for New PubCo Class A Common Stock may not develop or be maintained.

Prior to the Transactions, New PubCo Class A Common Stock has not been traded on any market. An active, liquid and orderly trading market for New PubCo Class A Common Stock may not develop or be maintained after the Transactions. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. Consequently, you may not be able to sell shares of New PubCo Class A Common Stock at prices equal to or greater than the assumed price attributable to such shares for purposes of the Transactions. The stock markets in general have experienced extreme volatility that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of New PubCo Class A Common Stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against New PubCo could result in very substantial costs, divert management’s attention and resources and harm New PubCo’s business, operating results and financial condition.

Future sales of New PubCo Class A Common Stock in the public market, or the perception that such sales may occur, could reduce the price of New PubCo Class A Common Stock, and any additional capital raised by New PubCo through the sale of equity or convertible securities may dilute your ownership in New PubCo.

New PubCo may sell additional shares of New PubCo Class A Common Stock in subsequent offerings. In addition, subject to certain limitations and exceptions, OpCo Unit Holders may redeem their OpCo Units (together with a corresponding number of shares of New PubCo Class B Common Stock) for shares of New PubCo Class A common stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and then sell those shares of New PubCo Class A Common Stock. After the completion of the Transactions, New PubCo will have 43,105,853 outstanding shares of Class A Common Stock (including 2,831,381 shares of New PubCo Class A Common Stock to be issued to holders of Contango PSU Awards) and 127,536,463 outstanding shares of Class B Common Stock. Following the completion of the Transactions, Independence’s existing owners will own all of the outstanding shares of New PubCo Class B Common Stock, representing approximately 75% of New PubCo’s total outstanding common stock. All such shares are restricted from immediate resale under the federal securities laws and are subject to certain lock-up agreements, but may be sold into the market in the future. The registration rights agreement New PubCo expects to enter into at Closing of the Transactions will require New PubCo to effect the registration of their shares in certain circumstances following the six month anniversary of Closing.

In addition, New PubCo intends to file a registration statement with the SEC on Form S-8 providing for the registration of 4,102,562 shares of New PubCo Class A Common Stock issued or reserved for issuance under Contango’s 2009 Plan, as proposed to be amended and assumed by New PubCo and New PubCo Class A Common Stock issued or reserved for issuance under the Equity Incentive Plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144, shares registered under the registration statement on Form S-8 may be made available for resale immediately in the public market without restriction.

New PubCo cannot predict the size of future issuances of New PubCo Class A Common Stock or securities convertible into Class A Common Stock or the effect, if any, that future issuances and sales of shares of New PubCo Class A Common Stock will have on the market price of New PubCo Class A Common Stock. Sales of substantial amounts of New PubCo Class A Common Stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of New PubCo Class A Common Stock.

If securities or industry analysts do not publish research or reports about New PubCo’s business, if they adversely change their recommendations regarding the New PubCo Class A Common Stock or if New PubCo’s operating results do not meet their expectations, the trading price of New PubCo Class A Common Stock could decline.

The trading market for New PubCo Class A Common Stock will be influenced by the research and reports that industry or securities analysts publish about New PubCo or its business. If one or more of these analysts cease coverage of New PubCo or fail to publish reports on New PubCo regularly, New PubCo could lose visibility in the financial markets, which in turn could cause New PubCo’s stock price or trading volume to decline. Moreover, if one or more of the analysts who cover New PubCo downgrades the New PubCo Class A Common Stock or if New PubCo’s operating results do not meet their expectations, the trading price of New PubCo Class A Common Stock could decline.

We expect to be a “controlled company” within the meaning of NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.

Because the Preferred Stockholder will initially be the sole owner of the New PubCo Non-Economic Series I Preferred Stock and accordingly will have the exclusive right to appoint the New PubCo Board, New PubCo expects to be a controlled company as of the completion of the Transactions under the Sarbanes-Oxley Act and New York Stock Exchange rules. A controlled company does not need its board of directors to have a majority of independent directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, New PubCo will remain subject to rules of the Sarbanes-Oxley Act and the New York Stock Exchange that require it to have an audit committee composed entirely of independent directors. Under these rules, New PubCo must have at least one independent director on its audit committee by the date the New PubCo Class A Common Stock is listed on the New York Stock Exchange, at least two independent directors on its audit committee within 90 days of the listing date, and at least three independent directors on its audit committee within one year of the listing date. New PubCo expects to have seven independent directors upon the Closing of the Transactions.

If at any time New PubCo ceases to be a controlled company, it will take all action necessary to comply with the Sarbanes-Oxley Act and New York Stock Exchange rules, including by appointing a majority of independent directors to the New PubCo Board and ensuring it has a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period.

Increased attention to ESG matters and conservation measures may adversely impact our business.

Increasing attention to climate change, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary ESG disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on stock price and access to capital markets. Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.

Moreover, while we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and cost of capital. Also, institutional lenders may decide not to provide funding for fossil fuel energy companies based on climate change related concerns, which could affect our access to capital for potential growth projects.

Other Risk Factors of Independence

Events beyond Independence’s control, including the recent COVID-19 pandemic or any other future global or domestic health crisis, may result in unexpected adverse operating and financial results.

The recent outbreak of the COVID-19 pandemic or future outbreaks of disease may materially and adversely affect Independence’s business, operating and financial results and liquidity. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. While the full impact of this virus and the long-term worldwide reaction to it and impact from it remains unknown at this time, government reaction to the COVID-19 pandemic, including restrictions and limitations on travel and economic activity, continued widespread growth in infections, or site closures as a result of the virus could, among other things, impact the ability of Independence’s employees and contractors to perform their duties, cause increased technology and security risk due to extended and company-wide telecommuting, lead to disruptions in Independence’s supply chain (including necessary contractors), lead to a disruption in acquisition or permitting activities and cause disruption in Independence’s relationship with its customers and suppliers. Additionally, the COVID-19 pandemic has significantly impacted economic activity and markets around the world, and COVID-19 or another pandemic could materially and adversely affect Independence’s business in numerous ways, including, but not limited to, the following:

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Independence’s revenue may be reduced if the pandemic results in an economic downturn or recession, to the extent it leads to a prolonged decrease in the demand for oil, natural gas and NGLs;

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Independence’s operations may be disrupted or impaired, thus lowering production levels, if a significant portion of its employees, contractors or drilling and completion crews are unable to work due to illness or if Independence’s field operations are suspended or temporarily shut-down or restricted due to control measures designed to contain the outbreak; and

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the operations of Independence’s midstream service providers, on whom it relies for the transmission, gathering and processing of a significant portion of its produced oil and natural gas, may be disrupted or suspended in response to or as a result of the COVID-19 pandemic and result in the shut-in of producing wells or the delay or discontinuance of development plans for its properties.

Independence’s revenues, operating results, profitability, liquidity and ability to grow depend primarily upon the prices it receives for the oil, natural gas and NGL it sells. Independence requires substantial expenditures to replace its oil, natural gas and NGL reserves, sustain production and fund its business plans, including its development plan. Low oil, natural gas and NGL prices resulting from reduced demand caused by COVID-19 pandemic and other factors materially affected Independence’s revenues, particularly before the effects of commodity derivatives, operating results and cash flows in 2020. In March 2020, crude oil demand experienced significant declines due to the COVID-19 pandemic and resulting government-led shut-downs in economic activity. While oil, natural gas and NGL prices began to stabilize in the second half of 2020 and have continued to do so thus far in 2021, the overall drop in prices and lack of forward visibility in demand may combine to

negatively affect the amount of cash available for capital expenditures and debt repayment, Independence’s ability to borrow money or raise additional capital and, as a result, could have a material adverse effect on Independence’s business, prospects, financial condition, results of operations and cash flows. In addition, low prices may reduce the quantities of oil, natural gas and NGL reserves that may be economically produced and result in an impairment of Independence’s oil and natural gas properties.

Historically, the markets for oil, natural gas and NGL have been volatile, and they are likely to continue to be volatile. Wide fluctuations in oil, natural gas and NGL prices may result from relatively minor changes in the supply of or demand for oil, natural gas and NGL market uncertainty and other factors that are beyond Independence’s control, including:

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worldwide and regional economic conditions impacting the supply and demand for oil, natural gas and NGLs, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States;

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the extraordinary market environment and effects of the COVID-19 pandemic, including a significant decline in demand for oil, natural gas and NGLs;

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changes in seasonal temperatures, including the number of heating degree days during winter months and cooling degree days during summer months;

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the level of oil, natural gas and NGL exploration, development and production;

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the level of oil, natural gas and NGL inventories;

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the level of U.S. LNG exports;

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prevailing prices on local price indexes in the areas in which Independence operates;

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the proximity, capacity, cost and availability of gathering and transportation facilities;

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localized and global supply and demand fundamentals and transportation availability;

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the cost of exploring for, developing, producing and transporting reserves;

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the spot price of LNG on world markets;

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weather conditions and natural disasters;

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technological advances affecting energy consumption;

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the price and availability of alternative fuels;

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speculative trading in oil and natural gas derivative contracts;

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increased end-user conservation;

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political and economic conditions in or affecting other producing regions or countries, including the Middle East, Africa, South America and Russia;

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political and economic conditions in or affecting major LNG consumption regions or countries, particularly Asia and Europe;

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actions of OPEC, including the ability and willingness of the members of OPEC and other exporting nations to agree to and maintain oil price and production controls, including the anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia;

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U.S. trade policies and their effect on U.S. oil and natural gas exports;

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expectations about future commodity prices;

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the possibility of terrorist or cyberattacks and the consequences of any such attacks; and

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U.S. federal, state and local and non-U.S. governmental regulation and taxes.

Numerous uncertainties are inherent in estimating quantities of oil and natural gas reserves. Independence’s estimates of its SEC reserves are based upon average commodity prices over the prior twelve months, which may not reflect actual prices received for its production. The process of estimating oil and natural gas reserves is complex and requires significant decisions and assumptions in the evaluation of available geological, engineering and economic data for each reservoir. The reports rely upon various assumptions, including assumptions regarding future oil and natural gas prices, Independence’s drilling program, production levels, and operating and development costs. In addition, the reserves that Independence presents herein are aggregated from several reports, which were prepared by several engineering firms and therefore may be based on slightly different assumptions and preparation and review procedures. Independence’s ability to develop any identified drilling location is subject to various limitations and any drilling activities it is able to conduct may not be successful. As a result, Independence’s actual drilling activities may materially differ from those presently identified and could result in downward revisions of estimated proved reserves. In addition, loss of production and leasehold rights due to mechanical failure or depletion of wells and Independence’s inability to re-establish their production may occur in certain cases. Production from wellbores may be affected by nearby fracturing activities by offset operators or Independence, itself, resulting in reserve revisions.

As a result, estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may prove to be inaccurate. Over time, Independence may make material changes to reserve estimates taking into account the results of actual drilling and production. Any significant variance in Independence’s assumptions and actual results could greatly affect its estimates of reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery, and estimates of the future net cash flows. Specifically, future prices received for production and costs may vary, perhaps significantly, from the prices and costs assumed for purposes of these estimates. Sustained lower prices will cause the 12-month weighted average price to decrease over time as the lower prices are reflected in the average price, which may result in the estimated quantities and present values of Independence’s reserves being reduced.

Any material inaccuracies in Independence’s reserves estimates could also materially affect its borrowing base and liquidity under the New Credit Agreement. If the borrowing base under the New Credit Agreement decreases as a result of any reductions in Independence’s reserve estimates, Independence may have limited ability to obtain the capital necessary to sustain its operations at current and anticipated future levels. If additional capital is needed, Independence may not be able to obtain debt or equity financing on terms acceptable to it, if at all.

The present value of future net revenues from Independence’s proved reserves, as reflected in Independence’s standardized measure and PV-10 value, will not necessarily be the same as the current market value of Independence’s estimated proved oil and natural gas reserves.

You should not assume that the present value of future net revenues from Independence’s proved reserves, as reflected in Independence’s standardized measure and PV-10 value, is the current market value of its estimated oil and natural gas reserves. Independence currently bases the estimated discounted future net revenues from its proved reserves on the 12-month unweighted arithmetic average of the first-day-of-the-month price for the preceding twelve months. Actual future net revenues from Independence’s oil and natural gas properties will be affected by factors such as:

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actual prices it receives for crude oil, natural gas and NGLs;

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actual cost of development and production expenditures;

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the amount and timing of actual production;

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transportation and processing; and

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changes in governmental regulations or taxation.

The timing of both Independence’s production and its incurrence of expenses in connection with the development and production of, and investment in, its oil and natural gas properties will affect the timing and amount of actual future net revenues from proved reserves, and thus their actual present value. In addition, the 10% discount factor Independence uses when calculating discounted future net revenues at PV-10 may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with Independence or the oil and natural gas industry in general. Actual future prices and costs may differ materially from those used in the present value estimates.

Unless Independence replaces its reserves with new reserves and develops those reserves, Independence’s reserves and production will decline, which may adversely affect its future cash flows and results of operations.

In general, the volume of production from oil and natural gas properties declines as reserves are depleted, with the rate of decline depending on each reservoir’s characteristics. Except to the extent that Independence conducts successful exploration, exploitation, development or reinvestment activities or acquires properties containing proved reserves, Independence’s proved reserves will decline as reserves are produced. Independence’s future oil and natural gas production is, therefore, highly dependent on its level of success in finding or acquiring additional reserves as well as the pace of drilling and completion of new wells. Additionally, the business of exploring for, exploiting, developing or acquiring reserves is capital intensive. Recovery of Independence’s reserves, particularly undeveloped reserves, will require significant additional capital expenditures and successful drilling operations. To the extent cash flow from operations is reduced and external sources of capital become limited, unavailable or on terms deemed unacceptable by Independence, its ability to make the necessary capital investment to maintain or expand its asset base of oil and natural gas reserves or to return capital to its investors would be impaired.

As part of its exploration and development operations, Independence has expanded, and expects to further expand, the application of horizontal drilling and multi-stage hydraulic fracture stimulation techniques as well as enhanced recovery operations. The utilization of these techniques requires substantially greater capital expenditures as compared to the completion cost of a vertical well or a horizontal well utilizing less advanced techniques and therefore may result in fewer wells being completed or recompleted in any given year. The incremental capital expenditures are generally the result of greater measured depths, additional hydraulic fracture stages in horizontal wellbores and increased volumes of water, CO₂ and proppant.

Due to the recent increase in commodity prices following extreme volatility during 2020, the unavailability or high cost of equipment, supplies, personnel and oilfield services could adversely affect Independence’s ability to execute development and exploitation plans on a timely basis and within budget, and consequently could materially and adversely affect Independence’s anticipated cash flow.

Independence utilizes third-party services to maximize the efficiency of its operations. The cost of oilfield services typically fluctuates based on demand for those services, and the recent increase in commodity prices following extreme volatility during 2020 has increased the cost of oilfield services. While Independence currently has excellent relationships with oilfield service companies, there is no assurance that it will be able to contract for such services on a timely basis or that the cost of such services will remain at a satisfactory or affordable level. Shortages or the high cost of equipment, supplies or personnel could delay or adversely affect Independence’s development and exploitation operations, which could have a material and adverse effect on its business, financial condition or results of operations.

Independence’s development projects require substantial capital expenditures. Independence may be unable to obtain required capital or financing on satisfactory terms or at all, which could lead to a decline in its reserves and cash flows.

The oil and natural gas industry is capital intensive. Independence has made and expects to continue to make substantial capital expenditures in its business for the development of, and reinvestment in, oil and natural gas reserves. Independence has historically funded development and operating activities primarily through the sale of its oil, natural gas and NGL production. If necessary, Independence may also access capital through proceeds from asset dispositions, borrowings under its New Credit Agreement and capital markets offerings from time to time. Independence’s cash flow from operations and access to capital are subject to a number of variables, including:

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the amount of oil and natural gas Independence produces from existing wells;

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the prices at which Independence sells its production;

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take-away capacity;

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the estimated quantities of its oil and natural gas reserves; and

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Independence’s ability to acquire, locate and produce new reserves.

If Independence’s revenues or the borrowing base under its New Credit Agreement decrease as a result of lower commodity prices, operating difficulties, production cost increases, declines in reserves or for any other reason, Independence may have limited ability to obtain the capital necessary to conduct its operations at expected levels. Independence’s New Credit Agreement and the documents governing its other indebtedness may restrict its ability to obtain new debt financing. If additional capital is required, Independence may not be able to obtain debt and/or equity financing on terms favorable to it, or at all, which could result in a curtailment of its operations relating to development of its prospects, which in turn could lead to a decline in Independence’s reserves, production and cash flows, and could adversely affect its business, results of operation, financial conditions and ability to make payments on its outstanding indebtedness.

The development of Independence’s estimated PUD reserves may take longer and may require higher levels of capital expenditures than it currently anticipates. Therefore, Independence’s estimated PUD reserves may not be ultimately developed or produced.

Recovery of PUDs requires significant capital expenditures and successful drilling operations. At December 31, 2020, on a pro forma basis after giving effect to the Independence Transactions approximately 95.5 MMBoe of Independence’s total estimated proved reserves were undeveloped. The reserve data included in Independence’s reserve reports assumes that substantial capital expenditures will be made to develop non-producing reserves. The calculation of Independence’s estimated net proved reserves as of December 31, 2020 assumes that it will spend $1.0 billion to develop its estimated PUDs on a pro forma basis after giving effect to the Independence Transactions. Although cost and reserve estimates attributable to Independence’s oil and natural gas reserves have been prepared in accordance with industry standards, Independence cannot be sure that the estimated costs are accurate. Independence may need to raise additional capital in order to develop its estimated PUDs, and Independence cannot be certain that additional financing will be available to it on acceptable terms, if at all. Additionally, extended declines in commodity prices will reduce the future net revenues of Independence’s estimated PUDs and may result in some projects becoming uneconomical. Further, Independence’s drilling efforts may be delayed or unsuccessful and actual reserves may prove to be less than current reserve estimates, which could have a material and adverse effect on its financial condition, results of operations and future cash flows.

Independence’s identified development opportunities are scheduled to be developed over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of such development. In addition, Independence may not be able to raise the substantial amount of capital that would be necessary to drill such locations.

As of December 31, 2020, Independence has identified 1,891 gross (741 net) undrilled locations, including 507 gross (457 net) operated drilling locations. Of Independence’s total 741 net locations, 301 net locations are identified as PUD drilling locations as of December 31, 2020, in each case on a pro forma basis after giving effect to the Transactions, as an estimation of Independence’s future development activities on its existing acreage. These identified drilling locations represent a meaningful part of Independence’s future development strategy. Independence’s ability to drill and develop these identified drilling locations depends on a number of uncertainties, including oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, gathering system, marketing and transportation constraints, regulatory approvals, labor, takeaway capacity and other factors. Because of these uncertain factors, Independence does not know if the identified drilling locations will ever be developed or if it will be able to produce oil or natural gas from these drilling locations at anticipated levels or at all. In addition, unless production is established within the spacing units covering the undeveloped acreage on which some of the identified locations are located, the leases for such acreage will expire. Therefore, Independence’s actual development activities may materially differ from those presently identified.

Drilling for and producing oil and natural gas are high-risk activities with many uncertainties that could adversely affect Independence’s business, financial condition or results of operations.

Drilling oil and natural gas wells, including development wells, involves numerous risks, including the risk that Independence may not encounter commercially productive oil and natural gas reserves (including “dry holes”). Independence must incur significant expenditures to drill and complete wells, the costs of which are often uncertain. It is possible that Independence will make substantial expenditures on drilling and not discover reserves in commercially viable quantities.

Specifically, Independence often is uncertain as to the future cost or timing of drilling, completing and operating wells, and its drilling operations and those of its third-party operators may be curtailed, delayed or canceled. The cost of Independence’s drilling, completion and well operations may increase and/or its results of operations and cash flows from such operations may be impacted, as a result of a variety of factors, including:

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unexpected drilling conditions;

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title problems;

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pressure or irregularities in formations;

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equipment failures or accidents;

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adverse weather conditions, such as winter storms, fires, flooding and hurricanes, and changes in weather patterns;

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compliance with, or changes in, environmental laws and regulations relating to air emissions, hydraulic fracturing and disposal of produced water, drilling fluids and other wastes, laws and regulations imposing conditions and restrictions on drilling and completion operations and other laws and regulations, such as tax laws and regulations;

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the availability and timely issuance of required governmental permits and licenses; and

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the availability of, costs associated with and terms of contractual arrangements for properties, including mineral licenses and leases, pipelines, rail cars, crude oil hauling trucks and qualified drivers and related facilities and equipment to gather, process, compress, transport and market oil, natural gas, NGLs and related commodities.

Independence’s failure to recover its investment in wells, increases in the costs of its drilling operations or those of its third-party operators, and/or curtailments, delays or cancellations of Independence’s drilling operations or those of its third-party operators in each case due to any of the above factors or other factors, may materially and adversely affect its business, financial condition and results of operations.

Independence may experience difficulty in achieving and managing future growth.

Future growth may place strains on Independence’s resources and cause it to rely more on project partners and independent contractors, possibly negatively affecting its financial condition and results of operations. Independence’s ability to grow will depend on a number of factors, including:

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the results of its drilling program;

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hydrocarbon prices;

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its ability to develop existing prospects;

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its ability to continue to retain and attract skilled personnel;

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its ability to maintain or enter into new relationships with project partners and independent contracts; and

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its access to capital.

Independence may also be unable to make attractive acquisitions or asset exchanges, which could inhibit its ability to grow, or could experience difficulty integrating any acquired assets and operations. It may be difficult to identify attractive acquisition opportunities and, even if such opportunities are identified, Independence’s debt agreements (including the indenture entered into in connection with this offering) contain limitations on its ability to enter into certain transactions, which could limit its future growth.

Independence’s operations are dependent on third-party service providers.

Independence contracts with third-party service providers to support its operations. These contracted services are generally provided pursuant to master services agreements entered into between the third-party service providers and Independence’s operating subsidiaries. Although Independence has its own employees, its ability to conduct operations and generate revenues is dependent on the availability and performance of those third-party service providers and their compliance with the terms of their respective master service agreements. Independence cannot guarantee that it will be successful in either retaining the services of its current third-party service providers or contracting with alternative service providers in the event that its current contractors discontinue providing services to it or fail to meet their obligations under their respective master services agreements. Any failure to retain the services of its current service providers or locate alternatives will negatively affect Independence’s ability to generate revenues and continue and expand its operations. Please see “Business—Employees” for more information.

Independence is not the operator on all of its acreage or drilling locations, and, therefore, it will not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated assets and could be liable for certain financial obligations of the operators or any of its contractors to the extent such operator or contractor is unable to satisfy such obligations.

Some of the properties in which Independence has an interest are operated by other companies and involve third-party working interest owners. As of December 31, 2020, Independence has identified 1,891 gross (741 net) undrilled locations, including 507 gross (457 net) operated drilling locations. Of Independence’s total 741 net locations, 301 net locations are identified as PUD drilling locations as of December 31, 2020, in each case on a pro forma basis after giving effect to the Transactions. Independence does not operate 79 of such net locations, and there is no assurance that it will operate all of its other future drilling locations. As a result, Independence has limited ability to influence or control the operation or future development of certain of these properties, including

compliance with environmental, safety and other regulations, or the amount of capital expenditures that it will be required to fund with respect to such properties, subject to certain election rights of Independence. Moreover, Independence is dependent on the other working interest owners of such projects to fund their contractual share of the capital expenditures of such projects. In addition, a third-party operator could also decide to shut-in or curtail production from wells, or plug and abandon marginal wells, on properties in which Independence owns an interest during periods of lower crude oil or natural gas prices. Furthermore, the success and timing of development activities operated by Independence’s partners will depend on a number of factors that will be largely outside of its control, including:

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the timing and amount of capital expenditures;

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the operator’s expertise and financial resources;

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the approval of other participants in drilling wells;

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the selection of technology; and

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the rate of production of reserves, if any.

This limited ability to exercise control over the operations and associated costs of some of Independence’s drilling locations could prevent the realization of targeted returns on capital in development or acquisition activities. Further, Independence may be liable for certain financial obligations of the operator of a well in which it owns a working interest to the extent such operator becomes insolvent and cannot satisfy such obligations. Similarly, Independence may be liable for certain obligations of contractors to the extent such contractor becomes insolvent and cannot satisfy their obligations. The satisfaction of such obligations could have a material and adverse effect on Independence’s financial condition. For more information, see the sections entitled “Business” and “Management’s discussion and analysis of financial condition and results of operations.”

Approximately 11% of Independence’s net leasehold acreage was not held by production as of December 31, 2020, and that acreage may not ultimately be developed or become commercially productive, which could cause Independence to lose rights under its leases as well as have a material and adverse effect on its oil and natural gas reserves and future production and, therefore, its future cash flow and income.

As of December 31, 2020, approximately 11% of Independence’s net leasehold acreage was not held by production. Unless production is established within the spacing units covering the undeveloped acres on which some of Independence’s drilling locations are identified, its leases for such acreage will expire. The cost to renew such leases may increase significantly, and Independence may not be able to renew such leases on commercially reasonable terms or at all. Accordingly, Independence’s future oil and natural gas reserves and production and, therefore, its future cash flow and income are highly dependent on successfully developing its acreage not currently held by production.

Independence intends to pursue a strategy focused on both reinvestment and future acquisitions, which is designed to obtain the optimal risk adjusted returns through commodity cycles. Accordingly, in the future Independence may make acquisitions of businesses, assets or properties that it expects to complement or expand its current assets. Independence may not be able to identify attractive acquisition opportunities. Even if Independence does identify attractive acquisition opportunities, it may not be able to complete the acquisition or do so on commercially acceptable terms. No assurance can be given that Independence will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets.

The success of any completed acquisition will depend on Independence’s ability to integrate effectively the acquired business, asset or property into its existing operations. The process of integrating acquired businesses, assets and properties may involve unforeseen difficulties and may require a disproportionate amount of Independence’s managerial and financial resources. Independence’s failure to achieve consolidation savings, to incorporate the acquired businesses, assets and properties into its existing operations successfully or to minimize any unforeseen operational difficulties could have a material and adverse effect on its financial condition and results of operations.

Properties Independence has recently acquired or may acquire in the future may not produce as projected, and Independence may be unable to determine reserve potential, identify liabilities associated with such properties or obtain protection from sellers against such liabilities.

Acquiring oil and natural gas properties requires Independence to assess reservoir and infrastructure characteristics, including recoverable reserves, future oil and gas prices and their applicable differentials, development and operating costs, and potential liabilities, including environmental liabilities. In connection with these assessments, Independence performs a review of the subject properties that it believes to be generally consistent with industry practices. Such assessments are inexact and inherently uncertain. In connection with the assessments, Independence performs a review of the subject properties, but such a review may not reveal all existing or potential problems. In the course of due diligence, Independence may not review every well, pipeline or associated facility. Independence cannot necessarily observe structural and environmental problems, such as pipe corrosion or groundwater contamination, when a review is performed. Independence may be unable to obtain contractual indemnities from the seller for liabilities created prior to its purchase of the property. Independence may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with its expectations. For these reasons, the properties Independence will acquire in connection with any future acquisitions may not produce as expected, which could have a material and adverse effect on its financial condition and results of operations.

Future commodity price declines may result in write-downs of Independence’s asset carrying values.

Independence follows the successful efforts method of accounting for its oil and gas operations. Under this method, all property acquisition cost and cost of exploratory and development wells are capitalized when incurred, pending determination of whether proved reserves have been discovered. If proved reserves are not discovered with an exploratory well, the cost of drilling the well are expensed. The capitalized costs of Independence’s oil and natural gas properties, on a depletion pool basis, cannot exceed the estimated undiscounted future net cash flows of that depletion pool. If net capitalized costs exceed undiscounted future net revenues, Independence generally must write down the costs of each depletion pool to the estimated fair value (discounted future net cash flows of that depletion pool). Any such charge will not affect Independence’s cash flow from operating activities or liquidity, but will reduce its earnings and investors’ equity.

A decline in oil or natural gas prices from current levels, or other factors, could cause an impairment write-down of capitalized costs and a non-cash charge against future earnings. For the year ended December 31, 2020, because of significant declines in crude prices, Independence recorded an impairment charge of $247.2 million to oil and natural gas properties. Once incurred, a write-down of oil and natural gas properties cannot be reversed at a later date, even if oil or natural gas prices increase.

Independence’s business is subject to operational risks that will not be fully insured. If any of the operational risks materialize Independence’s financial condition or results of operations could be materially and adversely affected.

Independence’s business activities are subject to operational risks, including, but not limited to:

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damages to equipment caused by natural disasters such as earthquakes, and adverse weather conditions, including tornadoes, hurricanes and flooding;

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facility or equipment malfunctions;

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pipeline ruptures or spills;

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surface fluid spills, produced water contamination and salt water, surface or groundwater contamination resulting from petroleum constituents or hydraulic fracturing chemical additions;

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fires, blowouts, craterings and explosions; and

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uncontrollable flows of oil, natural gas or well fluids.

Any of these events could adversely affect Independence’s ability to conduct operations or cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution or other environmental contamination, loss of wells, regulatory penalties, suspension or termination of operations, and attorney’s fees and other expenses incurred in the prosecution or defense of litigation.

As is customary in the industry, Independence maintains insurance against some but not all of these risks. Additionally, Independence may elect not to obtain insurance if it believes that the cost of available insurance is excessive relative to the perceived risks presented. Losses could therefore occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. The occurrence of an event that is not fully covered by insurance could have a material and adverse effect on Independence’s business, financial condition and results of operations.

Independence may be unable to compete effectively with larger companies, which may adversely affect its ability to generate sufficient revenues.

The oil and natural gas industry is intensely competitive, and Independence competes with other companies that have greater resources than it, particularly following recent consolidation within the industry. Independence’s ability to acquire additional properties and to discover reserves in the future will be dependent upon its ability to evaluate and select suitable properties to consummate transactions in a highly competitive market. Many of Independence’s larger competitors not only drill for and produce oil and natural gas, but they also engage in refining operations and market petroleum and other products on a regional, national or worldwide basis. Independence’s competitors may be able to pay more for oil and natural gas properties, and evaluate, bid for and purchase a greater number of properties than Independence’s financial or human resources permit. In addition, these companies may have a greater ability to continue drilling activities during periods of low oil and natural gas prices, to contract for drilling equipment, to secure trained personnel, and to absorb the burden of present and future federal, state, local and other laws and regulations. The oil and natural gas industry has periodically experienced shortages of drilling rigs, equipment, pipelines and personnel, which has delayed development drilling and other exploitation activities and has caused significant price increases. Competition has been strong in hiring experienced personnel, particularly in the engineering and technical, accounting and financial reporting, tax and land departments. In addition, competition is strong for attractive oil and natural gas properties, oil and natural gas companies, and drilling rights. Independence’s inability to compete effectively with its competitors could have a material and adverse impact on its business activities, financial condition and results of operations.

Deficiencies of title to Independence’s leased interests could materially and adversely affect its financial condition.

If an examination of the title history of a property reveals that an oil or natural gas lease or other developed rights has been purchased in error from a person who is not the owner of the mineral interest desired, Independence’s interest would substantially decline in value. In such cases, the amount paid for such oil or natural gas lease or leases or other developed rights would be lost. It is management’s practice, in acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights, not to incur the expense of retaining lawyers to examine the title to the mineral interest to be acquired. Rather, Independence relies upon the judgment

of oil and natural gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental or county clerk’s office before attempting to acquire a lease or other developed rights in a specific mineral interest.

Prior to drilling an oil or natural gas well, however, it is the normal practice in the oil and natural gas industry for the person or company acting as the operator of the well to obtain a preliminary title review of the spacing unit within which the proposed oil or natural gas well is to be drilled to ensure there are no obvious deficiencies in title to the leasehold. Frequently, as a result of such examinations, certain curative work must be done to correct deficiencies in the marketability of the title, such as obtaining affidavits of heirship or causing an estate to be administered. Such curative work entails expense, and it may happen, from time to time, that the operator may elect to proceed with a well despite defects to the title identified in the preliminary title opinion. Independence’s failure to obtain perfect title to its leaseholds may adversely impact its ability in the future to increase production and reserves.

Certain of Independence’s properties are subject to land use restrictions, which could limit the manner in which it conducts its business.

Certain of Independence’s properties are subject to land use restrictions, including city ordinances, which could limit the manner in which it conduct its business. Such restrictions could affect, among other things, Independence’s access to and the permissible uses of its properties as well as the manner in which Independence produces oil and natural gas and may restrict or prohibit drilling in general. The costs Independence incurs to comply with such restrictions may be significant and its development and production activities may be delayed, curtailed or precluded by such restrictions.

Part of Independence’s business strategy will involve using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.

Independence’s operations will involve utilizing some of the latest drilling and completion techniques as developed by Independence and its service providers. The difficulties Independence may face drilling horizontal wells include:

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landing its wellbore in the desired drilling zone;

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staying in the desired drilling zone while drilling horizontally through the formation;

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running its casing through the entire length of the wellbore; and

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being able to run tools and other equipment consistently through the horizontal wellbore.

The difficulties that Independence will likely face while completing wells include the following:

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the ability to fracture stimulate the planned number of stages;

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the ability to run tools the entire length of the wellbore during completion operations; and

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the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.

Use of new technologies may not prove successful and could result in significant cost overruns or delays or reductions in production, and, in extreme cases, the abandonment of a well. In addition, certain of the new techniques Independence adopts may cause irregularities or interruptions in production due to offset wells being shut in and the time required to drill and complete multiple wells before any such wells begin producing. Furthermore, the results of drilling in new or emerging formations are more uncertain initially than drilling results in areas that are more developed and have a longer history of established production. Newer and emerging formations and areas have limited or no production history and, consequently, Independence will be more limited in assessing future drilling results in these areas. If its drilling results are less than anticipated, the return on investment for a particular project may not be as attractive as anticipated, and Independence could incur material write-downs of unevaluated properties and the value of undeveloped acreage could decline in the future.

Independence may encounter obstacles to marketing its oil and natural gas, which could materially and adversely affect its revenues.

The marketability of Independence’s production depends in part upon the availability and capacity of oil and natural gas gathering systems, pipelines and other transportation facilities owned by third parties. Transportation space on the gathering systems and pipelines Independence utilizes is occasionally limited or unavailable due to repairs or improvements to facilities, weather-related operational issues, or due to space being utilized by other companies that have priority transportation agreements. Additionally, new fields may require the construction of gathering systems and other transportation facilities. These facilities may require Independence to spend significant capital that would otherwise be spent on drilling. The availability of markets is beyond Independence’s control. If market factors dramatically change, the impact on Independence’s revenues could be substantial and could adversely affect its ability to produce and market oil and natural gas. Independence’s access to transportation options can also be affected by U.S. federal and state regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand.

In addition, the amount of oil and natural gas that can be produced and sold may be subject to curtailment in certain other circumstances outside of Independence’s or its operators’ control, such as pipeline interruptions due to maintenance, excessive pressure, inability of downstream processing facilities to accept unprocessed gas, physical damage to the gathering system or transportation system or lack of contracted capacity on such systems. The curtailments arising from these and similar circumstances may last from a few days to several months. In many cases, Independence and its operators are provided with limited notice, if any, as to when these curtailments will arise and the duration of such curtailments. Any such shut in or curtailment, or an inability to obtain favorable terms for delivery of the oil and natural gas produced from Independence’s acreage, could materially and adversely affect its financial condition, results of operations and cash available for distribution.

Independence’s drilling and production programs may not be able to obtain access on commercially reasonable terms or otherwise to truck transportation, pipelines, transmission, storage and processing facilities to market its production, and Independence’s initiatives to expand its access to midstream and operational infrastructure may be unsuccessful.

The marketing of oil and natural gas production depends in large part on the availability, proximity and capacity of pipelines and storage facilities, gathering systems and other transportation, processing, fractionation, refining and export facilities, as well as the existence of adequate markets. Transportation space on the gathering systems and pipelines Independence utilizes is occasionally limited or unavailable due to repairs or improvements to facilities or due to space being utilized by other companies that have priority transportation agreements. Additionally, new fields may require the construction of gathering systems and other transportation facilities. These facilities may require Independence to spend significant capital that would otherwise be spent on drilling. Independence relies, and expects to rely in the future, on facilities developed and owned by third parties in order to store, process, transmit and sell its production. Independence’s plans to develop and sell its reserves could be materially and adversely affected by the inability or unwillingness of third parties to provide sufficient facilities and services to it on commercially reasonable terms or otherwise. If these facilities are unavailable to Independence on commercially reasonable terms or otherwise, Independence could be forced to shut in some production or delay or discontinue drilling plans and commercial production following a discovery of hydrocarbons. The availability of markets is beyond Independence’s control. If market factors dramatically change, the impact on Independence’s revenues could be substantial and could materially and adversely affect Independence’s ability to produce and market oil and natural gas.

Independence’s access to transportation options can also be affected by U.S. federal and state regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand. The interstate transportation and sale for resale of natural gas are subject to federal regulation, including regulation of the terms, conditions and rates for interstate transportation, storage and various other matters, primarily by the FERC. Federal and state regulations govern the price and terms for access to natural gas pipeline

transportation. FERC’s regulations for interstate natural gas transmission in some circumstances may also affect the intrastate transportation of natural gas. FERC regulates the rates, terms and conditions applicable to the interstate transportation of natural gas by pipelines under the Natural Gas Act as well as under Section 311 of the Natural Gas Policy Act. Since 1985, FERC has implemented regulations intended to increase competition within the natural gas industry by making natural gas transportation more accessible to natural gas buyers and sellers on an open-access, nondiscriminatory basis.

Independence’s sales of oil and NGLs are also affected by the availability, terms and costs of transportation. The rates, terms, and conditions applicable to the interstate transportation of oil and NGLs by pipelines are regulated by FERC under the Interstate Commerce Act. FERC has implemented a simplified and generally applicable ratemaking methodology for interstate oil and NGL pipelines to fulfill the requirements of Title XVIII of the Energy Policy Act of 1992 comprised of an indexing system to establish ceilings on interstate oil and NGL pipeline rates. Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, Independence believes that the regulation of oil transportation rates will not affect its operations in any materially different way than such regulation will affect the operations of its competitors.

Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by prorationing provisions set forth in the pipelines’ published tariffs. Accordingly, Independence believes that access to oil pipeline transportation services generally will be available to it to the same extent as to its competitors.

As an alternative to pipeline transportation, any transportation of Independence’s crude oil and NGLs by rail will also be subject to regulation by PHMSA and the FRA of DOT under the Hazardous Materials Regulations at 49 CFR Parts 171-180, including Emergency Orders by the FRA and new regulations being proposed by the PHMSA, arising due to the consequences of train accidents and the increase in the rail transportation of flammable liquids.

Independence depends upon three significant purchasers for the sale of a significant portion of its oil and natural gas production. The loss of these purchasers or other third parties on which Independence relies could, among other factors adversely affect its revenues.

Independence depends upon three significant purchasers for the sale of a significant portion of its oil and natural gas production, and its contract with these customers are on a month-to-month basis. For the year ended December 31, 2020, SN EF Maverick, LLC, Eighty Eight Oil and Shell Trading US Company represented approximately 15.5%, 11.7% and 10.4%, respectively, of Independence’s consolidated revenues. The loss of these customers could materially and adversely affect Independence’s revenues and have a material and adverse effect on its financial condition and results of operations.

The inability of one or more of Independence’s customers to meet their obligations may materially and adversely affect its financial results.

Independence is subject to risk of loss resulting from nonpayment or nonperformance by its customers. Substantially all of Independence’s accounts receivable result from its oil and natural gas sales to a small number of third parties in the energy industry. This concentration of customers may affect Independence’s overall credit risk in that these entities may be similarly affected by changes in economic and other conditions. Furthermore, some of Independence’s customers may be highly leveraged and subject to their own operating and regulatory risks. If any of Independence’s key customers default on their obligations to Independence, its financial results could be materially and adversely affected.

Independence’s cash flow will be entirely dependent upon the ability of its operating subsidiaries to make cash distributions to it, the amount of which will depend on various factors.

Independence currently anticipates that the only source of its earnings will be cash distributions from its operating subsidiaries. The amount of cash that Independence’s operating subsidiaries can distribute each quarter to their owners principally depends upon the amount of cash they generate from their operations, which will fluctuate from quarter to quarter based on, among other things:

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the amount of oil and natural gas Independence’s operating subsidiaries produce from existing wells;

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market prices of oil, natural gas and NGLs;

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any restrictions on the payment of distributions contained in covenants in Independence’s New Credit Agreement;

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Independence’s operating subsidiaries’ ability to fund their drilling and development plans;

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the levels of investments in each of Independence’s operating subsidiaries, which may be limited and disparate;

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the levels of operating expenses, maintenance expenses and general and administrative expenses;

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regulatory action affecting: (i) the supply of, or demand for, oil, natural gas, and NGLs, (ii) operating costs and operating flexibility;

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prevailing economic conditions; and

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adverse weather conditions and natural disasters.

In addition, Independence does not wholly own all of its operating subsidiaries. As a result, if such operating subsidiaries make distributions, including tax distributions, they will also have to make distributions to their noncontrolling interest owners.

Certain employees of Independence’s operating subsidiaries have profits interests that may require substantial payouts and result in substantial accounting changes.

Certain employees of Independence’s operating subsidiaries have profits interests that may require substantial payouts, particularly upon liquidation of any such operating subsidiary or a disposition of assets, and may result in substantial accounting charges. Such payouts are linked to the achievement of certain return thresholds and would be paid in the event of such liquidation or disposition in a proportionate amount to the amount of cash received in respect of such liquidation or disposition.

Independence may be unable to dispose of non-strategic assets on attractive terms and may be required to retain liabilities for certain matters.

Independence regularly reviews its asset base to assess the market value versus holding value of existing assets with a view to optimizing returns on deployed capital. Independence’s ability to dispose of assets could be affected by various factors, including the availability of buyers willing to purchase assets at prices acceptable to Independence. Sellers typically retain certain liabilities or agree to indemnify buyers for certain matters. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the Transactions and ultimately may be material. Also, as is typical in divestiture transactions, third parties may be unwilling to release Independence from guarantees or other credit support provided prior to the sale of the divested assets. As a result, after a sale, Independence may remain secondarily liable for the obligations guaranteed or supported to the extent that the buyer of the assets fails to perform these obligations.

Independence’s operations are subject to catastrophic losses, operational hazards and unforeseen interruptions and other disruptive risks for which it may not be adequately insured.

Independence’s operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks such as natural disasters, adverse weather, accidents, maritime disasters (including those involving marine vessels/terminals), fires, explosions, hazardous materials releases, terror or cyberattacks, domestic vandalism, power failures, mechanical failures and other events beyond its control. These events could result in an injury, loss of life, property damage or destruction, as well as a curtailment or an interruption in Independence’s operations and may affect its ability to meet marketing commitments.

Independence’s operations are substantially dependent on the availability of water. Restrictions on Independence’s ability to obtain water may have a material and adverse effect on its financial condition, results of operations and cash flows.

Water is an essential component of both the drilling and hydraulic fracturing processes. Historically, Independence has been able to purchase water from local land owners and other sources for use in its operations. Some areas in which Independence has operations have experienced drought conditions that could result in restrictions on water use. If Independence is unable to obtain water to use in its operations from local sources, it may be unable to economically produce oil and natural gas in the affected areas, which could have a material and adverse effect on its financial condition, results of operations and cash flows.

Independence may face unanticipated water and other waste disposal costs.

Independence may be subject to regulation that restricts its ability to discharge water produced as part of its production operations. Productive zones frequently contain water that must be removed in order for the oil and natural gas to produce, and Independence’s ability to remove and dispose of sufficient quantities of water from the various zones will determine whether it can produce oil and natural gas in commercial quantities. The produced water must be transported from the leasehold and/or injected into disposal wells. The availability of disposal wells with sufficient capacity to receive all of the water produced from Independence’s wells may affect its ability to produce its wells. Also, the cost to transport and dispose of that water, including the cost of complying with regulations concerning water disposal, may reduce Independence’s profitability. Where water produced from Independence’s projects fails to meet the quality requirements of applicable regulatory agencies, its wells produce water in excess of the applicable volumetric permit limits, the disposal wells fail to meet the requirements of all applicable regulatory agencies, or Independence is unable to secure access to disposal wells with sufficient capacity to accept all of the produced water, Independence may have to shut in wells, reduce drilling activities, or upgrade facilities for water handling or treatment. The costs to dispose of this produced water may increase if any of the following occur:

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Independence cannot obtain future permits from applicable regulatory agencies;

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water of lesser quality or requiring additional treatment is produced;

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Independence’s wells produce excess water;

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new laws and regulations require water to be disposed in a different manner; or

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costs to transport the produced water to the disposal wells increase.

The disposal of fluids gathered from oil and natural gas producing operations in underground disposal wells has been pointed to by some groups and regulators as a potential cause of increased induced seismic events in certain areas of the country, particularly in Oklahoma, Texas, Colorado, Kansas, New Mexico and Arkansas. Several states have adopted or are considering adopting laws and regulations that may restrict or otherwise prohibit oilfield fluid disposal in certain areas or underground disposal wells, and state agencies implementing those requirements may issue orders directing certain wells in areas where seismic incidents have occurred to restrict or suspend disposal well operations or impose standards related to disposal well construction and monitoring. Any one or more of these developments could also increase Independence’s cost to dispose of its produced water.

Independence’s hedging activities could result in financial losses or could reduce its net income.

Independence enters into derivative instrument contracts for a significant portion of its existing production. Independence plans to continue the practice of entering into hedging arrangements to reduce near-term exposure to commodity prices, protect cash flow and returns and maintain its liquidity.

Independence’s hedging contracts may result in substantial gains or losses. For example, Independence had realized commodity hedging gains of $196.8 million in 2020; however, there can be no assurance that it will not realize losses due to its hedging activities in the future. In addition, if Independence enters into any hedging contracts and experiences a sustained material interruption in its production, Independence might be forced to satisfy all or a portion of its hedging obligations without the benefit of the cash flows from its sale of the underlying physical commodity, resulting in a substantial diminution of its liquidity.

Independence’s ability to use hedging transactions to protect it from future oil and natural gas price declines will be dependent upon oil and natural gas prices at the time it enters into future hedging transactions and Independence’s future levels of hedging and, as a result, its future net cash flows may be more sensitive to commodity price changes. In the future, Independence may be unable to hedge anticipated production volumes on attractive terms or at all, which would subject it to further potential commodity price uncertainty and could adversely affect its net cash provided by operating activities, financial condition and results of operations.

Independence’s price hedging strategy and future hedging transactions will be determined at its discretion. The prices at which Independence hedges its production in the future will be dependent upon commodities prices at the time it enters into these transactions, which may be substantially higher or lower than current prices. Accordingly, Independence’s price hedging strategy may not protect it from significant declines in prices received for its future production. Conversely, Independence’s hedging strategy may limit its ability to realize cash flows from commodity price increases. It is also possible that a substantially larger percentage of Independence’s future production will not be hedged as compared with the next few years, which would result in its oil and natural gas revenues becoming more sensitive to commodity price fluctuations.

Independence’s hedging transactions could expose it to counterparty credit risk.

Independence’s hedging transactions expose it to risk of financial loss if a counterparty fails to perform under a derivative contract. This risk of counterparty non-performance is of particular concern given the historical disruptions that have occurred in the financial markets and the significant decline in oil and natural gas prices which could lead to sudden changes in a counterparty’s liquidity, and impair their ability to perform under the terms of the derivative contract. Independence is unable to predict sudden changes in a counterparty’s creditworthiness or ability to perform. Even if Independence does accurately predict sudden changes, its ability to negate the risk may be limited depending upon market conditions. Furthermore, the bankruptcy of one or more of Independence’s hedge providers or some other similar proceeding or liquidity constraint, might make it unlikely that Independence would be able to collect all or a significant portion of amounts owed to it by the distressed entity or entities.

During periods of falling commodity prices, Independence’s hedge receivable positions increase, which increases its exposure. If the creditworthiness of Independence’s counterparties deteriorates and results in their nonperformance, Independence could incur a significant loss.

A change in the jurisdictional characterization of some of Independence’s assets by federal, state or local regulatory agencies or a change in policy by those agencies may result in increased regulation of its assets, which may cause its revenues to decline and operating expenses to increase.

Section 1(b) of the NGA exempts natural gas gathering facilities from regulation by FERC as a natural gas company as defined under that statute. Independence believes that the Springfield Gathering System in which it

owns an interest meets the traditional tests FERC has used to establish a pipeline’s status as a gathering pipeline not subject to regulation by FERC. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services is fact intensive and the subject of ongoing litigation, so the classification and regulation of Independence’s gathering facilities may be subject to change based on future determinations by FERC, the courts or the U.S. Congress. If FERC were to consider the status of the gathering system and determine that it is subject to FERC regulation, the rates for, and terms and conditions of, services provided by that gathering system would be subject to modification by FERC under the NGA or the Natural Gas Policy Act of 1978. Such regulation could decrease revenue, increase operating costs, and adversely affect Independence’s business, financial condition, and results of operations.

While Independence’s natural gas gathering operations are generally exempt from FERC regulation under the NGA, its natural gas gathering operations may be subject to certain FERC reporting and posting requirements in a given year. Gathering service, which occurs on pipeline facilities located upstream of FERC-jurisdictional interstate transmission services, is regulated by the states onshore and in state waters. Depending on changes in the function performed by particular pipeline facilities, FERC has in the past reclassified certain FERC-jurisdictional transportation facilities as non-jurisdictional gathering facilities, and FERC has reclassified certain non-jurisdictional gathering facilities as FERC-jurisdictional transportation facilities. Any such changes could result in an increase to Independence’s costs. Other FERC regulations may indirectly affect Independence’s businesses and the markets for products derived from these businesses. FERC’s policies and practices across the range of its natural gas regulatory activities, including, for example, its policies on open access transportation, natural gas quality, ratemaking, capacity release and market center promotion, may indirectly affect the intrastate natural gas market. In recent years, FERC has pursued pro-competitive policies in its regulation of interstate natural gas pipelines. However, Independence cannot assure you that FERC will continue this approach as it considers matters such as pipeline rates and rules and policies that may affect rights of access to transportation capacity.

In addition, the pipelines used to gather and transport natural gas being produced by Independence are also subject to regulation by the DOT through PHMSA. PHMSA has established a risk-based approach to determine which gathering pipelines are subject to regulation and what safety standards regulated gathering pipelines must meet. These standards may be revised by PHMSA over time. For example, in October 2019, PHMSA published three final rules that create or expand reporting, inspection, maintenance, and other pipeline safety obligations. PHMSA is also working on two additional rules related to gas pipeline safety that are expected to modify pipeline repair criteria and extend regulatory safety requirements to certain gathering lines in rural areas. Additional future regulatory action expanding PHMSA’s jurisdiction and imposing stricter integrity management requirements is possible. For example, as part of the Consolidated Appropriations Act of 2021, Congress reauthorized PHMSA through 2023 and directed the agency to move forward with several regulatory actions, including but not limited to the issuance of final regulations to require operators of non-rural gas gathering lines and new and existing transmission and distribution pipeline facilities to conduct certain leak detection and repair programs and to require facility inspection and maintenance plans to align with those regulations. The adoption of laws or regulations that apply more comprehensive or stringent safety standards could require Independence to install new or modified safety controls, pursue new capital projects, or conduct maintenance programs on an accelerated basis, all of which could require Independence to incur increased operating costs that could be significant. In addition, should Independence fail to comply with PHMSA or comparable state regulations, it could be subject to substantial fines and penalties. As of January 11, 2021, the maximum civil penalties PHMSA can impose are $222,504 per violation per day, with a maximum of $2,225,034 for a related series of violations.

Should Independence fail to comply with all applicable FERC administered statutes, rules, regulations and orders, it could be subject to substantial penalties and fines.

Under the Domenici-Barton Energy Policy Act of 2005, FERC has civil penalty authority under the NGA and the NGPA to impose penalties for current violations of up to $1,307,164 per day (adjusted annually for inflation) for each violation and disgorgement of profits associated with any violation. While Independence’s operations have

not been regulated by FERC as a natural gas company under the NGA, FERC has adopted regulations that may subject certain of its otherwise non-FERC jurisdictional operations to FERC annual reporting and posting requirements. Independence also must comply with the anti-market manipulation rules enforced by FERC. Additional rules and legislation pertaining to those and other matters may be considered or adopted by FERC from time to time. Failure to comply with those regulations in the future could subject Independence to civil penalty liability, as described in “Business—Legislative and regulatory environment”.

Independence’s sales of oil and natural gas, and any hedging activities related to such energy commodities, expose it to potential regulatory risks.

Sales of oil natural gas and NGLs are not currently regulated and are made at negotiated prices. However, the federal government historically has been active in the area of oil and natural gas sales regulation. Independence cannot predict whether new legislation to regulate oil and natural gas sales might be proposed, what proposals, if any, might actually be enacted by Congress or the various state legislatures, and what effect, if any, the proposals might have on its operations.

Additionally, FERC, the FTC and the CFTC hold statutory authority to monitor certain segments of the physical and futures energy commodities markets relevant to Independence’s business. These agencies have imposed broad regulations prohibiting fraud and manipulation of such markets. With regard to Independence’s physical sales of oil and natural gas, and any hedging activities related to these energy commodities, Independence is required to observe the market-related regulations enforced by these agencies, which hold substantial enforcement authority. These agencies have substantial enforcement authority, including the ability to impose penalties for current violations of $1,307,164 per day (adjusted annually for inflation) by FERC, $1,227,292 (adjusted annually for inflation) by the CFTC, and $1,246,249 (adjusted annually for inflation) by the FTC, for each violation. The FERC has also imposed requirements related to reporting of natural gas sales volumes that may impact the formation of prices indices. Additional rules and legislation pertaining to these and other matters may be considered or adopted from time to time. Independence’s failure to comply with these or other laws and regulations administered by these agencies could subject it to criminal and civil penalties, as described in “Business—Legislative and regulatory environment.” Failure to comply with such regulations, as interpreted and enforced, could materially and adversely affect Independence’s financial condition or results of operations.

The adoption of derivatives legislation and regulations by the U.S. Congress related to derivative contracts could have a material and adverse effect on Independence’s ability to hedge risks associated with its business.

Title VII of the Dodd-Frank establishes federal oversight and regulation of over-the-counter (“OTC”) derivatives and requires the CFTC and the SEC to enact further regulations affecting derivative contracts, including the derivative contracts Independence uses to hedge its exposure to price volatility through the OTC market. Although the CFTC and the SEC have issued final regulations in certain areas, final rules in other areas and the scope of relevant definitions and/or exemptions still remain to be finalized.

In one of its rulemaking proceedings still pending under the Dodd-Frank Act, the CFTC issued on January 30, 2020, a re-proposed rule imposing position limits for certain futures and option contracts in various commodities (including oil and natural gas) and for swaps that are their economic equivalents. Under the proposed rules on position limits, certain types of hedging transactions are exempt from these limits on the size of positions that may be held, provided that such hedging transactions satisfy the CFTC’s requirements for certain enumerated “bona fide hedging” transactions or positions. A final rule has not yet been issued.

The CFTC has also adopted final rules regarding aggregation of positions, under which a party that controls the trading of, or owns 10% or more of the equity interests in, another party will have to aggregate the positions of the controlled or owned party with its own positions for purposes of determining compliance with position limits unless an exemption applies. The CFTC’s aggregation rules are now in effect, though CFTC staff have granted relief—until August 12, 2022—from various conditions and requirements in the final aggregation rules. With the

implementation of the final aggregation rules and upon the adoption and effectiveness of final CFTC position limits rules, Independence’s ability to execute its hedging strategies described above could be limited. It is uncertain at this time whether, when and in what form the CFTC’s proposed new position limits rules may become final and effective.

The CFTC issued a final rule on the amount of capital certain swap dealers and major swap participants are required to set aside with respect to their swap business on July 22, 2020. This rule may require Independence’s swap dealer counterparties to post additional capital as a result of entering into uncleared financial derivatives with it, which could increase the costs to Independence of future financial derivatives transactions.

The CFTC issued a final rule on margin requirements for uncleared swap transactions on January 6, 2016, which includes an exemption from any requirement to post margin to secure uncleared swap transactions entered into by commercial end-users to hedge commercial risks affecting their business. In addition, the CFTC has issued a final rule authorizing an exemption from the otherwise applicable mandatory obligation to clear certain types of swap transactions through a derivatives clearing organization and to trade such swaps on a regulated exchange, which exemption applies to swap transactions entered into by commercial end-users to hedge commercial risks affecting their business. The mandatory clearing requirement currently applies only to certain interest rate swaps and credit default swaps, but the CFTC could act to impose mandatory clearing requirements for other types of swap transactions. The Dodd-Frank Act also imposes recordkeeping and reporting obligations on counterparties to swap transactions and other regulatory compliance obligations.

All of the above regulations could increase the costs to Independence of entering into financial derivative transactions to hedge or mitigate its exposure to commodity price volatility and other commercial risks affecting its business. The Volcker Rule provisions of the Dodd-Frank Act may also require Independence’s current bank counterparties that engage in financial derivative transactions to spin off some of their derivatives activities to separate entities, which separate entities may not be as creditworthy as the current bank counterparties. Under such rules, other bank counterparties may cease their current business as hedge providers. These changes could reduce the liquidity of the financial derivatives markets thereby reducing the ability of entities like Independence, as commercial end-users, to have access to financial derivatives to hedge or mitigate their exposure to commodity price volatility.

As a result, the Dodd-Frank Act and any new regulations issued thereunder could significantly increase the cost of derivative contracts (including through requirements to post cash collateral), which could adversely affect Independence’s capital available for other commercial operations purposes, materially alter the terms of future swaps relative to the terms of its existing bilaterally negotiated financial derivative contracts and reduce the availability of derivatives to protect against commercial risks it encounters.

If Independence reduces its use of derivative contracts as a result of the new requirements, its results of operations may become more volatile and cash flows less predictable, which could adversely affect its ability to plan for and fund capital expenditures. Finally, the legislation was intended, in part, to reduce the volatility of oil, natural gas and NGL prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil, natural gas and NGL. Independence’s revenues could therefore be adversely affected if a consequence of the legislation and regulations is to lower commodity prices. Any of these consequences could have a material and adverse effect on Independence’s consolidated financial condition, results of operations or cash flows.

Independence’s ability to pursue its business strategies may be adversely affected if it incurs costs and liabilities due to a failure to comply with environmental laws or regulations or a release of hazardous substances or other wastes into the environment.

Independence may incur significant costs and liabilities as a result of environmental requirements applicable to the operation of its wells, gathering systems and other facilities. These costs and liabilities could arise under a wide range of federal, state and local environmental laws and regulations, including, for example, the following federal laws and their state counterparts, as amended from time to time:

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the federal CAA, which restricts the emission of air pollutants from many sources, imposes various pre-construction, monitoring and reporting requirements and is relied upon by the EPA as authority for adopting climate change regulatory initiatives relating to GHGs emissions;

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the Clean Water Act, which regulates discharges of pollutants from facilities to state and federal waters and establish the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States;

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the OPA, which imposes liabilities for removal costs and damages arising from an oil spill into waters of the United States;

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SDWA, which protects the quality of the nations’ public drinking water through adoption of drinking water standards and control over the subsurface injection of fluids into belowground formations;

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RCRA, which imposes requirements for the generation, treatment, storage, transport disposal and cleanup of non-hazardous and hazardous wastes;

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the federal CERCLA, which imposes liability without regard for fault on generators, transporters and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur, as well as on present and certain past owners and operators of sites were hazardous substance releases have occurred or are threatening to occur;

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the Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees and response departments about toxic chemical uses and inventories; and

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the ESA, which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating limitations or restrictions or a temporary, seasonal or permanent ban on operations in affected areas. Similar protections are afforded to migratory birds under the MBTA.

These U.S. laws and their implementing regulations, as well as state counterparts, generally restrict the level of pollutants emitted to ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and ground water. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties, the imposition of investigatory, remedial and corrective actions obligations, the incurrence of capital expenditures, the occurrence of delays in the permitting, development or expansion of projects and the issuance of orders enjoining some or all of Independence’s future operations in a particular area. Compliance with these more stringent standards and other environmental regulations could delay or prohibit Independence’s ability to obtain permits for operations or require it to install additional pollution control equipment, the costs of which could be significant. Certain environmental laws and analogous state laws and regulations impose strict joint and several liability, without regard to fault or legality of conduct, for costs required to clean up and restore sites where hazardous substances or other wastes have been disposed of or otherwise released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances, wastes or other materials into the environment. In addition, these laws and regulations may restrict the rate of oil or natural gas production. Historically, Independence’s environmental compliance costs have not had a material and adverse effect on its results of operations; however, there can be no

assurance that such costs will not be material in the future or that such future compliance will not have a material and adverse effect on Independence’s business and operating results.

Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, Independence’s business, prospects, financial condition or results of operations could be materially and adversely affected. See “Business—Legislative and regulatory environment.”

Independence is subject to complex federal, state, local and other laws and regulations that could materially and adversely affect the cost, manner or feasibility of conducting its operations.

Independence’s oil and natural gas operations are subject to complex and stringent laws and regulations. In order to conduct its operations in compliance with these laws and regulations, Independence must obtain and maintain numerous permits, approvals and certificates from various federal, state and local governmental authorities. Failure or delay in obtaining regulatory approvals or drilling permits could have a material and adverse effect on Independence’s ability to develop its properties, and receipt of drilling permits with onerous conditions could increase its compliance costs. In addition, regulations regarding conservation practices and the protection of correlative rights affect Independence’s operations by limiting the quantity of oil and natural gas it may produce and sell.

Independence is subject to federal, state and local laws and regulations as interpreted and enforced by governmental authorities possessing jurisdiction over various aspects of the exploration, production and transportation of oil and natural gas. The possibility exists that new laws, regulations or enforcement policies could be more stringent and significantly increase Independence’s compliance costs. If Independence is not able to recover the resulting costs through insurance or increased revenues, its financial condition could be materially and adversely affected.

For example, the TRC has adopted rules and regulations implementing legislation mandating certain clean-up activities for inactive wells and additional requirements related to the approval of plugging extensions. Failure to comply can result in administrative penalties and the loss of an operator’s ability to conduct operations in Texas.

Independence’s access to transportation options can also be affected by U.S. federal and state regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand. Various proposals and proceedings that might affect the petroleum industry are pending before the U.S. Congress, FERC, various state legislatures and the courts. The industry historically has been heavily regulated and Independence cannot provide assurance that the less stringent regulatory approach recently pursued by FERC and the U.S. Congress will continue nor can Independence predict what effect such proposals or proceedings may have on its operations.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. The impact of the changing demand for oil and natural gas may have a material and adverse effect on Independence’s business, financial condition, results of operations and cash flows.

Independence’s operations are subject to a series of risks arising from climate change.

Climate change continues to attract considerable public and scientific attention. As a result, Independence’s operations as well as the operations of its non-operated assets are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG.

At the federal level, no comprehensive climate change law or regulation has been implemented to date. The EPA has, however, adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, and together with DOT, implement GHG emissions limits on vehicles manufactured for operation in the United States. The federal regulation of methane emissions from oil and gas facilities has been subject to controversy in recent years. For more information, see Independence’s regulatory disclosure titled “Air Emissions.”

Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of GHG emissions. For example, California, through CARB has implemented a cap and trade program for GHG emissions that sets a statewide maximum limit on covered GHG emissions, and this cap declines annually to reach 40% below 1990 levels by 2030. Covered entities must either reduce their GHG emissions or purchase allowances to account for such emissions. Separately, California has implemented low carbon fuel standard and associated tradable credits that require a progressively lower carbon intensity of the state’s fuel supply than baseline gasoline and diesel fuels. CARB has also promulgated regulations regarding monitoring, leak detection, repair and reporting of methane emissions from both existing and new oil and gas production facilities. Similar regulations applicable to oil and gas facilities have been promulgated in Colorado.

Internationally, the United Nations-sponsored “Paris Agreement” requires member states to individually determine and submit non-binding emission reduction targets every five years after 2020. Although the United States had withdrawn from the agreement, President Biden has signed executive orders recommitting the United States to the agreement and, in April 2021, announced a target of reducing the United States’ emissions by 50-52% below 2005 levels by 2030. The impacts of these orders, and any legislation or regulation promulgated to fulfill the United States’ commitments under the Paris Agreement, cannot be predicted at this time.

Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including climate change related pledges made by the recently elected administration. These have included promises to limit emissions and curtail the production of oil and gas on federal lands, such as through the cessation of leasing public land for hydrocarbon development. For example, on January 27, 2021, President Biden issued an executive order that commits to substantial action on climate change, calling for, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risk across governmental agencies and economic sectors. The January 27 order also limited oil and gas development on federal lands; for more information, see Independence’s regulatory disclosure titled “Hydraulic Fracturing.” Other actions that could be pursued by the Biden Administration may include the imposition of more restrictive requirements for the establishment of pipeline infrastructure or the permitting of LNG export facilities, as well as more restrictive GHG emission limitations for oil and gas facilities. Litigation risks are also increasing, as a number of parties have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed climate change or alleging that companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.

There are also increasing financial risks for fossil fuel producers as shareholders currently invested in fossil-fuel energy companies may elect in the future to shift some or all of their investments into non-fossil fuel related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. Recently, President Biden signed an executive order calling for the development of a “climate finance plan” and, separately, the Federal Reserve announced that it has joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-related risks in the financial sector. Limitation of investments in and financings for fossil fuel

energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from oil and natural gas producers, such as Independence or its operators, or otherwise restrict the areas in which Independence may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for or erode value for, the oil and natural gas that Independence produces. Additionally, political, litigation, and financial risks may result in Independence restricting or canceling oil and natural gas production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing Independence’s ability to continue to operate in an economic manner. Moreover, there are increasing risks to operations resulting from the potential physical impacts of climate change, such as drought, wildfires, damage to infrastructure and resources from flooding, storms, and other natural disasters and other physical disruptions. One or more of these developments could have a material and adverse effect on Independence’s business, financial condition and results of operation.

Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of oil and natural gas wells and adversely affect Independence’s production.

Hydraulic fracturing is an important and common practice that is used to stimulate production of oil, natural gas and NGLs from dense subsurface rock formations. Independence and the operators of its properties regularly use hydraulic fracturing as part of its operations. Hydraulic fracturing involves the injection of water, sand or alternative proppant and chemicals under pressure into targeted geological formations to fracture the surrounding rock and stimulate production. The U.S. Congress from time to time has considered legislation to amend the SDWA to remove the exemption currently available to hydraulic fracturing, which would place additional regulatory burdens upon hydraulic fracturing operations including requirements to obtain a permit prior to commencing operations adhering to certain construction requirements, to establish financial assurance, and to require reporting and disclosure of the chemicals used in those operations. This legislation has not passed.

Hydraulic fracturing (other than that using diesel) is currently generally exempt from regulation under the SDWA’s Underground Injection Control (“UIC”) program and is typically regulated by state oil and natural gas commissions or similar agencies. However, several federal agencies have asserted regulatory authority or pursued investigations over certain aspects of the process. For example, in June 2016, the EPA published an effluent limitations guideline final rule prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants.

Also, in December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, concluding that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances. To date, EPA has taken no further action in response to the December 2016 report.

In addition, the BLM finalized a rule in March 2015 for hydraulic fracturing activities on federal and Tribal lands that requires public disclosure of chemicals used in hydraulic fracturing, confirmation that the wells used in fracturing operations meet proper construction standards and development of plans for managing related flowback water. While the BLM rescinded these regulations in 2017, which rescission was upheld, an appeal of this decision is ongoing. Additionally, these regulations may be reconsidered by the Biden Administration. The Biden Administration may also pursue further restriction of hydraulic fracturing and other oil and gas development on federal lands; for more information, see Independence’s regulatory disclosure titled “Hydraulic Fracturing.”

In addition, some states, including Texas, have adopted, and other states are considering adopting, regulations that restrict or could restrict hydraulic fracturing in certain circumstances and that require the disclosure of the

chemicals used in hydraulic fracturing operations. Further, state and local governmental entities have exercised the regulatory powers to regulate, curtail or in some cases prohibit hydraulic fracturing. For example, Colorado has adopted, and California is considering adopting, more stringent setbacks for oil and gas development. New laws or regulations that impose new obligations on, or significantly restrict hydraulic fracturing, could make it more difficult or costly for Independence to perform hydraulic fracturing activities and thereby affect its determination of whether a well is commercially viable and increase its cost of doing business. Such increased costs and any delays or curtailments in Independence’s production activities could have a material and adverse effect on its business, prospects, financial condition, results of operations and liquidity.

Restrictions on drilling activities intended to protect certain species of wildlife may adversely affect Independence’s ability to conduct drilling activities in some of the areas where it operates.

Oil and natural gas operations in Independence’s operating areas can be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife, such as those restrictions imposed under the federal ESA and MBTA. Seasonal restrictions may limit Independence’s ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic shortages when drilling is allowed. These constraints and the resulting shortages or high costs could delay Independence’s operations and materially increase its operating and capital costs. Permanent restrictions imposed to protect endangered species could prohibit drilling in certain areas or require the implementation of expensive mitigation measures. Independence may conduct operations on oil and natural gas leases in areas where certain species that are listed as threatened or endangered are known to exist and where other species, such as the dunes sagebrush lizard, lesser prairie chicken, and greater sage grouse, that potentially could be listed as threatened or endangered under the ESA may exist. A twelve-month review is currently pending to determine whether the dunes sagebrush lizard should be listed and, on June 1, 2021, FWS proposed to list two distinct population segments of the lesser prairie-chicken under the ESA. The designation of previously unprotected species in areas where Independence operates as threatened or endangered, or recategorization of a species from threatened to endangered could cause Independence to incur increased costs arising from species protection measures or could result in limitations on its exploration, development and production activities that could have an adverse impact on its ability to develop and produce its reserves. To the extent species are listed under the ESA or similar laws, or previously unprotected species are designated as threatened or endangered in areas where Independence’s properties are located, operations on those properties could incur increased costs arising from species protection measures and face delays or limitations with respect to production activities thereon.

Loss of Independence’s and its operators’ information and computer systems could adversely affect Independence’s business.

Independence is heavily dependent on its information systems and computer based programs, including with respect to its well operations information, seismic data, electronic data processing and accounting data, and the availability and integrity of these programs and systems are essential for Independence to conduct its business and operations. If any of such programs or systems were to be subject to a cyberattack, to fail or to create erroneous information in Independence’s hardware or software network infrastructure, whether due to telecommunications failures, human error, natural disaster, fire, sabotage, hardware or software malfunction or defects, computer viruses, intentional acts of vandalism or terrorism or similar acts or occurrences, possible consequences include Independence’s loss of communication links, inability to find, produce, process and sell oil and natural gas and inability to automatically process commercial transactions or engage in similar automated or computerized business activities. Any such consequence could have a material and adverse effect on Independence’s business.

A terrorist attack or armed conflict could harm Independence’s business.

Terrorist activities, anti-terrorist efforts and other armed conflicts involving the United States or other countries may adversely affect the United States and global economies and could prevent Independence from meeting its

financial and other obligations. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for Independence’s services and causing a reduction in its revenues. Oil and natural gas related facilities could be direct targets of terrorist attacks, and Independence’s operations could be adversely impacted if infrastructure integral to its customers’ operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

Independence’s business could be negatively affected by security threats, including cyber security threats, and other disruptions and is subject to complex and evolving laws and regulations regarding privacy and data protection.

Independence faces various security threats, including cyber security threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the security of its facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist or criminal actors. The potential for such security threats has subjected Independence’s operations to increased risks that could have a material and adverse effect on its business. In particular, Independence’s implementation of various procedures and controls to monitor and mitigate security threats and to increase security for its information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring, particularly given the unpredictability of the timing, nature, and scope of information technology breaches, attacks, disruptions and other incidents. If any of these incidents were to occur, they could lead to losses of sensitive information, critical infrastructure or capabilities essential to Independence’s operations and could have a material adverse effect on its reputation, financial position, results of operations or cash flows. Cyber security attacks in particular are becoming more sophisticated and include, but are not limited to, instillation of malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. These events could damage Independence’s reputation and lead to financial losses from remedial actions, loss of business or potential liability. While Independence maintains insurance that covers certain security and privacy breaches, it may not carry appropriate insurance or maintain sufficient coverage to compensate for all potential liability, and such insurance may not continue to be available to it on reasonable terms, if at all.

From time to time, Independence may be involved in legal proceedings that could result in substantial liabilities.

Similar to many oil and natural gas companies, Independence is from time to time involved in various legal and other proceedings, such as title, royalty or contractual disputes, regulatory compliance matters and personal injury or property damage matters, in the ordinary course of its business. Such legal proceedings are inherently uncertain and their results cannot be predicted. Regardless of the outcome, such proceedings could have a material and adverse impact on Independence because of legal costs, diversion of management and other personnel and other factors. In addition, resolution of one or more such proceedings could result in liability, loss of contractual or other rights, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in Independence’s business practices. Accruals for such liability, penalties or sanctions may be insufficient, and judgments and estimates to determine accruals or range of losses related to legal and other proceedings could change from one period to the next, and such changes could be material.

We have been negatively affected and may continue to be negatively affected by the drop in commodity prices that began in early 2020.

Lower commodity prices may reduce Independence’s operating margins, cash flow and borrowing ability. If Independence is unable to obtain needed capital or financing on satisfactory terms, its ability to develop future reserves or make acquisitions could be adversely affected. Also, using lower prices in estimating proved reserves

may result in a reduction in proved reserve volumes due to economic limits. In addition, sustained periods with oil and natural gas prices at levels lower than pre - COVID-19 levels may adversely affect Independence’s drilling economics, cash flow and its ability to raise capital, which may require it to re-evaluate and postpone or substantially restrict its development program, and result in the reduction of some of its proved undeveloped reserves and related PV-10. As a result, a substantial or extended decline in commodity prices may materially and adversely affect Independence’s future business, financial condition, results of operations, liquidity and ability to meet its financial commitments or cause it to delay its planned capital expenditures.

Other Risk Factors of Contango

Contango’s businesses are and will be subject to the risks described above. In addition, Contango is, and will continue to be subject to the risks described in its Annual Reports on Form 10-K for the fiscal year ended December 31, 2020, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

SPECIAL MEETING

General

This proxy statement/prospectus is being provided to Contango stockholders as part of a solicitation of proxies by the Contango Board for use at the Special Meeting and at any adjournments or postponements of such Special Meeting. This proxy statement/prospectus provides Contango stockholders with important information about the Special Meeting and should be read carefully in its entirety.

Date, Time and Place of the Special Meeting

The Special Meeting will be held on December 6, 2021 in person at City Club of Fort Worth, 301 Commerce Street, Fort Worth, Texas 76102 at 9:00 a.m. (Central Time).

Purposes of the Special Meeting

The Special Meeting is being held to consider and vote upon the following proposals:

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Proposal 1. To approve and adopt the Transaction Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is incorporated by reference in this proxy statement/prospectus, pursuant to which each outstanding share of Contango Common Stock (other than excluded shares) will be converted into the right to receive a number of shares of New PubCo Class A Common Stock equal to the Exchange Ratio;

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Proposal 3. To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Contango’s named executive officers in connection with the Transactions.

Record Date; Voting Rights

The record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting is October 15, 2021. Only Contango stockholders who held shares of Contango Common Stock of record at the close of business on October 15, 2021 are entitled to vote at the Special Meeting. Each share of Contango Common Stock entitles its holder of record to one vote at the Special Meeting.

Recommendation of the Contango Board

The Contango Board unanimously recommends that the Contango stockholders vote:

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Proposal 1: “FOR” the approval of the Transaction Proposal;

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Proposal 2: “FOR” the approval of the Contango LTIP Proposal; and

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Proposal 3: “FOR” the approval of the Compensation Proposal.

The Contango Board has unanimously approved the Transaction Agreement and determined that the Transaction Agreement, the Contango Merger and the Transactions are fair to, and in the best interests of, Contango and its stockholders, declares advisable the Transaction Agreement and the Contango Merger and the other Transactions and recommends that Contango stockholders approve and adopt this Transaction Agreement, the Contango Merger and the other Transactions contemplated by the Transaction Agreement. This proxy statement/prospectus contains important information regarding these

proposals and factors that Contango stockholders should consider when deciding how to cast their votes. Contango stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this proxy statement/prospectus, for more detailed information regarding the Transaction Agreement and the Transactions contemplated thereby.

Attendance at the Special Meeting

Only Contango stockholders of record as of the close of business on the record date, beneficial owners as of the close of business on the record date, holders of valid proxies for the Special Meeting and invited guests of Contango may attend the Special Meeting.

The record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting is October 15. Contango stockholders who held shares of record at the close of business on October 15 are entitled to vote at the Special Meeting and at any adjournment or postponement of the Special Meeting.

Outstanding Shares as of Record Date

As of the close of business on the record date, there were 201,175,841 shares of Contango Common Stock outstanding, held by 448 holders of record, and no shares of Contango preferred stock outstanding. Each share of Contango Common Stock entitles its holder of record to one vote at the Special Meeting. Contango Common Stock is the only class of stock entitled to vote at the Special Meeting, and holders of Contango Common Stock are entitled to vote on each proposal presented.

A complete list of registered Contango stockholders entitled to vote at the Special Meeting will be available for inspection at the place of the Special Meeting during the meeting.

Shares and Voting of Contango Directors and Executive Officers

As the close of business on the record date, approximately 26.7% of the outstanding shares of Contango Common Stock were held by Contango directors and executive officers and their affiliates. We currently expect that Contango directors and executive officers will vote their shares of Contango Common Stock in favor of the above-listed proposals, although none of them has entered into any agreements obligating him or her to do so (other than John Goff, Contango’s Chairman).

Voting Agreement

In connection with the Transaction Agreement, Independence and John C. Goff and certain other stockholders party thereto entered into a voting agreement (the “Voting Agreement”) pursuant to which, among other things, each stockholder agreed, among other things and subject to certain limitations and exceptions, to vote all shares of Contango Common Stock beneficially owned by such stockholder in favor of the approval and adoption of the Transaction Agreement and approval of any other matters necessary for consummation of the Transactions. The stockholders party to the Voting Agreement collectively own 48,406,233 shares of Contango Common Stock, representing 24.1% of the outstanding Contango Common Stock.

Quorum

In order for business to be conducted at the Special Meeting, a quorum must be present. A quorum requires the presence, in person or by proxy, of holders of a majority of the issued and outstanding shares of Contango Common Stock entitled to vote as of the record date. For purposes of determining whether there is a quorum, all shares that are present, including abstentions and broker non-votes, will count towards the quorum. Broker non-votes occur when a beneficial owner holding shares in “street name” does not instruct the broker, bank or other nominee that is the record owner of such stockholder’s shares on how to vote those shares on a particular proposal.

Vote Required

The votes required for each proposal are as follows:

Proposal 1—the Transaction Proposal. The affirmative vote of holders of a majority of the outstanding shares of Contango Common Stock entitled to vote on the Transaction Proposal is required to approve and adopt the Transaction Proposal. The failure of any Contango stockholder to submit a vote (e.g., by not submitting a proxy or not voting in person) and any abstention by a Contango stockholder will have the same effect as a vote “against” the Transaction Proposal. Because the Transaction Proposal is non-routine, brokers, banks and other nominees do not have discretionary authority to vote on the Transaction Proposal, and will not be able to vote on the Transaction Proposal absent instructions from the beneficial owner. A broker non-vote will have the same effect as a vote “against” the Transaction Proposal.

Proposal 2—the Contango LTIP Proposal. The affirmative vote of the holders of a majority in voting power of the Contango Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the Contango LTIP Proposal is required to approve the Contango LTIP Proposal. Abstentions will have the same effect as a vote “against” the Contango LTIP Proposal. Broker non-votes will not be voted either for or against the Contango LTIP Proposal, and, accordingly, will not affect the outcome of the Contango LTIP Proposal.

Proposal 3—the Compensation Proposal. The affirmative vote of the holders of a majority in voting power of the Contango Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve the Compensation Proposal. Abstentions will have the same effect as a vote “against” the Compensation Proposal. Broker non-votes (if any) will have no effect on the outcome of the Compensation Proposal. While the Contango Board intends to consider the vote resulting from this proposal, the vote is advisory only and therefore not binding on Contango or the combined company, and, if the Transaction Agreement is approved by Contango stockholders and the Transactions are consummated, the applicable compensation may be payable in accordance with its terms even if the Compensation Proposal is not approved.

How to Vote

Contango stockholders of record as of the close of business on the record date may have their shares voted by submitting a proxy or may vote in person at the Special Meeting by following the instructions provided on the enclosed proxy card. Contango recommends that Contango stockholders entitled to vote submit a proxy even if they plan to attend the Special Meeting.

Contango stockholders who hold their shares beneficially in “street name” and wish to submit a proxy must provide instructions to the broker, bank, trustee or other nominee that holds their shares of record as to how to vote their shares with respect to Proposals 1, 2 and 3. Contango stockholders who hold their shares beneficially and wish to vote in person at the Special Meeting must obtain proxies issued in their own names (known as a “legal proxy”).

Contango stockholders of record may submit a proxy in one of three ways or vote in person at the Special Meeting:

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Internet: Contango stockholders may submit their proxy over the Internet at the web address shown on their proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m., Eastern Time, on December 5, 2021. Stockholders will be given an opportunity to confirm that their voting instructions have been properly recorded. Contango stockholders who submit a proxy this way need not send in their proxy card.

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Telephone: Contango stockholders may submit their proxy by calling the toll-free telephone number shown on their proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m., Eastern Time, on December 5, 2021. Contango stockholders who submit a proxy this way need not send in their proxy card.

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Mail: Contango stockholders may submit their proxy by properly completing, signing, dating and mailing their proxy card in the postage-paid envelope (if mailed in the United States) included with this proxy statement/prospectus. Contango stockholders who vote this way should mail the proxy card early enough so that it is received before the date of the Special Meeting.

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In Person: Contango stockholders may vote in person at the Special Meeting or by sending a representative with an acceptable proxy that has been signed and dated. Attendance at the Special Meeting will not, however, in and of itself constitute a vote or a revocation of a prior proxy.

Contango stockholders are encouraged to submit a proxy promptly. Each valid proxy received in time will be voted at the Special Meeting according to the choice specified, if any. Executed but uninstructed proxies (i.e., proxies that are properly signed, dated and returned but are not marked to tell the proxies how to vote) will be voted in accordance with the recommendations of the Contango Board.

Proxies and Revocation

Contango stockholders of record may revoke their proxies at any time before their shares are voted at the Special Meeting in any of the following ways:

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sending a written notice of revocation to Contango at 111 E. 5^th Street, Suite 300, Fort Worth, Texas 76102, Attention: Corporate Secretary, which must be received before their shares are voted at the Special Meeting;

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properly submitting a new, later-dated proxy card, which must be received before their shares are voted at the Special Meeting (in which case only the later-dated proxy is counted and the earlier proxy is revoked);

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submitting a proxy via the Internet or by telephone at a later date, which must be received by 11:59 p.m., Eastern Time, on December 5, 2021 (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or

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attending the Special Meeting and voting in person. Attendance at the Special Meeting will not, however, in and of itself, constitute a vote or revocation of a prior proxy.

Contango beneficial owners may change their voting instruction only by submitting new voting instructions to the brokers, banks or other nominees that hold their shares of record.

Inspector of Election

Contango has selected Broadridge Financial Solutions, Inc. to act as the inspector of election at the Special Meeting.

Solicitation of Proxies

Contango will pay for the proxy solicitation costs related to the Special Meeting. In addition to sending and making available these materials, some of Contango’s directors, officers and other employees may solicit proxies by contacting Contango stockholders by telephone, by mail, by email or in person. Contango stockholders may also be solicited by press releases issued by Contango and/or Independence, postings on Contango’s or Independence’s websites and advertisements in periodicals. None of Contango’s directors, officers or employees will receive any extra compensation for their solicitation services. Contango has also retained Innisfree M&A Incorporated to assist in the solicitation of proxies for an estimated fee of up to $30,000, plus reasonable out-of-pocket expenses and a fee related to taking and making retail investor calls. Contango will also reimburse brokers, banks and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of Contango Common Stock and obtaining their proxies.

Adjournments

If a quorum is not present or if there are not sufficient votes for the approval of the Transaction Proposal, Contango expects that the Special Meeting will be adjourned by the chairman of the Special Meeting pursuant to

Contango’s bylaws to solicit additional proxies in accordance with the Transaction Agreement. At any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

No Dissenters’ Rights

Under the TBOC, as well as the governing documents of Contango, Contango stockholders are not entitled to dissenters’ or appraisal rights in connection with the Transactions contemplated by the Transaction Agreement.

Other Matters

At this time, Contango knows of no other matters to be submitted at the Special Meeting.

Householding of Special Meeting Materials

To reduce the expense of delivering duplicate proxy solicitation materials, Contango and some brokers may take advantage of the SEC’s “householding” rules. These householding rules permit the delivery of only one set of proxy solicitation materials to stockholders who share the same address, unless otherwise requested. Any Contango stockholder of record who shares an address with another Contango stockholder of record and who has received only one set of proxy solicitation materials may receive a separate copy of those materials, without charge, and/or request future delivery of separate materials upon contacting Innisfree M&A Incorporated at the address or phone number provided below or upon writing to Contango’s Investor Relations Department at 111 E. 5^th Street, Suite 300, Fort Worth, Texas 76102 or calling (817) 529-0059.

Questions and Additional Information

Contango stockholders may contact Contango’s proxy solicitor, Innisfree M&A Incorporated, with any questions about the proposals or how to vote or to request additional copies of any materials at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders: (877) 800-5187

Banks and Brokers: (212) 750-5833

PROPOSAL 1: THE TRANSACTION PROPOSAL

This section of the proxy statement/prospectus describes the material aspects of the proposed Transactions. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the Transaction Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and incorporated by reference herein, for a more complete understanding of the proposed Transactions. In addition, important business and financial information about each of Contango and Independence is included in or incorporated by reference into this proxy statement/prospectus and is included in the annexes hereto. See “Where You Can Find More Information.”

Effects of the Transactions

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

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The merger of Independence with and into OpCo,

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The merger of a wholly owned subsidiary of New PubCo with and into Contango, with Contango surviving the merger as a wholly owned corporate subsidiary of New PubCo, which we refer to as the Contango Merger,

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The subsequent merger of Contango with and into a wholly owned subsidiary of New PubCo, with such subsidiary surviving the merger as a wholly owned limited liability company subsidiary of New PubCo and

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The subsequent contribution of such surviving limited liability company subsidiary of New PubCo to OpCo.

In connection with the Independence Merger, the owners of Independence will be entitled to receive 127,536,463 OpCo Units. In connection with the Contango Merger, each share of Contango Common Stock will be converted into the right to receive 0.2 of a share of New PubCo Class A Common Stock. As a result of these transactions, (a) former owners of Independence will own approximately 75% of OpCo, 100% of the total outstanding New PubCo Class B Common Stock and approximately 75% of the total outstanding New PubCo Class A Common Stock and New PubCo Class B Common Stock taken together, (b) former stockholders of Contango will own New PubCo Class A Common Stock representing approximately 25% of the outstanding New PubCo Class A Common Stock and New PubCo Class B Common Stock taken together and (c) New PubCo will own approximately 25% of the OpCo Units. The Preferred Stockholder will be the sole holder of the New PubCo Non-Economic Series I Preferred Stock, which will entitle the holder thereof to appoint the New PubCo Board and to certain other approval rights described elsewhere in this document. Additionally, the Preferred Stockholder will own 88,021,864 units in OpCo.

Background of the Transactions

The terms of the Transactions are the result of arm’s-length negotiations between Contango and Independence and KKR. The following is a summary of the events leading up to the signing of the Transaction Agreement and the key meetings, negotiations, discussions and actions by and between Contango and Independence and KKR and their respective representatives that preceded the public announcement of the Transactions.

As part of Contango’s ongoing strategic planning process, the Contango Board, together with Contango’s management team, regularly reviews and assesses Contango’s long-term strategic plans and goals, opportunities, risks, overall industry trends, the competitive environment in which Contango operates and Contango’s short- and long-term performance. Contango’s strategic plan involves increasing its scale through acquisitions and development and improving access to capital through consolidation. In addition, Messrs. Wilkie Colyer, the Chief Executive Officer of Contango, and Farley Dakan, the President of Contango, as well as Mr. John Goff, Chairman of the Board, regularly meet with other exploration and production companies, private equity firms and investment bankers to discuss industry trends and other matters, including potential consolidation opportunities.

In connection with these activities, the Contango Board meets periodically in the ordinary course to receive updates from Messrs. Colyer, Dakan and Goff on these discussions and to consider and evaluate potential strategic transactions. Throughout 2019 and 2020, Contango, with the assistance of several investment banks, explored various potential acquisitions to increase scale and improve cash flow and access to capital.

As a result of these efforts, Contango consummated a number of significant strategic transactions in the past two years. For example, Contango entered into purchase agreements with Will Energy Corporation and White Star Petroleum, LLC in September 2019 and closed both transactions during the fourth quarter of 2019. Contango engaged in strategic discussions with Mid-Con Energy Partners, LP (“Mid-Con”) in early 2019 and merged with Mid-Con in January 2021. Contango entered into an agreement to purchase certain oil and gas assets from Grizzly Operating, LLC in November 2020 and closed that acquisition in February 2021.

On January 20, 2021, Messrs. Colyer, Dakan and Goff met with representatives of Jefferies to discuss Contango’s consolidation strategy, acquisition opportunities and access to capital. The representatives of Jefferies provided an overview of the current mergers and acquisitions environment in the upstream oil and gas sector. Jefferies communicated that, given current market and economic conditions, investors were requiring positive free cash flow from oil and gas companies, the public capital markets were available to only a limited set of oil and gas companies, and size and scale remained critical. Jefferies shared their view that it was unlikely Contango would be able to consummate an attractive business combination transaction with a strategic counter-party given Contango’s equity value and its disparate multi-basin asset base. Jefferies and Contango management next explored opportunities for Contango to acquire private companies, raise capital from the private equity firms and make asset level acquisitions. Based on the objectives discussed at the meeting, Contango directed Jefferies to arrange meetings with private equity firms to explore opportunities for consolidation.

During the week of February 22, 2021, Messrs. Colyer, Dakan and Goff met with representatives of eight private equity firms and certain of their oil and gas portfolio companies, including, as representatives of KKR and Independence, David Rockecharlie, the Chief Executive Officer of Independence’s managing member and KKR’s Head of its Energy Real Assets group, and Ben Conner, an Executive Vice President of Independence and a Director of KKR’s Energy Real Assets group, to discuss opportunities for acquisitions and consolidation. Several of these discussions led to Contango entering into non-disclosure agreements and exchanging due diligence materials with counterparties.

During late February and throughout March 2021, Contango management and Jefferies continued discussions with private equity firms and certain companies regarding potential strategic opportunities, including, among others, Independence, Company A (a private oil and gas production company, wholly-owned by a private equity firm), Company B (a privately held oil and gas production company), Company C (a publicly traded oil and gas production company), and Company D (a publicly traded oil and gas production company).

During March and April 2021, Contango made non-binding offers to purchase oil and gas assets from each of Company B, Company C, and Company D. All such discussions had been terminated or suspended prior to executing the Transaction Agreement.

On March 31, 2021, Messrs. Colyer, Dakan and Goff met with representatives of Jefferies. At the meeting, Jefferies explored the rationale for, and possible structure of, a potential transaction with Independence, which was informed in part by Jefferies’s related recent discussions with KKR and Independence and historical familiarity with Independence’s structure and business. Messrs. Colyer, Dakan and Goff observed that the resulting structure would be designed to provide Contango with better access to capital and KKR-sourced oil and gas acquisition and development opportunities. Although it was likely KKR would own a majority of the resulting structure, given the relative size of Contango and Independence, such a combination would be consistent with and supportive of Contango’s existing strategy.

On April 5, 2021, Contango and KKR executed a non-disclosure and standstill agreement.

On April 8, 2021, Mr. Colyer met with Mr. Conner and Clay Rynd, an Executive Vice President of Independence and a Director of KKR’s Energy Real Assets group, to discuss the possibility of a potential combination transaction between Independence and Contango, including the possible structure of a combination. The participants confirmed the resulting structure would be designed to provide Contango with better access to capital and KKR-sourced oil and gas acquisition and development opportunities. In further refining the proposed structure of the post-transaction company, representatives of KKR explained that KKR would seek to support New PubCo to be positioned as a long-term platform for oil and gas investing and would provide management services to New PubCo and reduce Contango’s total general and administrative expenses. In connection with this portion of the discussion, Messrs. Conner and Rynd discussed the possibility of a transaction structure that would establish the Contango assets as a new operating subsidiary of the combined company. In further outlining their proposal, Messrs. Conner and Rynd suggested the operating subsidiary could have a dedicated leadership team to execute its strategy and staff to manage the Contango assets and inquired as to whether members of Contango’s existing technical and operations teams and certain members of the existing Contango management team would consider continuing with the combined company in this new capacity; however, no specific salaries, compensation or other employment terms were discussed or agreed.

On April 15, 2021, the Contango Board held a meeting. At the meeting, Contango management summarized their preliminary discussions with Independence and KKR regarding a potential combination transaction. Management also described Contango’s recent offers to acquire oil and gas assets from Company A, Company B, Company C and Company D and received Board approval to acquire assets from a private oil and gas company for stock consideration. Contango management also updated the Contango Board on discussions with KKR and Independence, including the April 8^th meeting. They explained that the resulting structure would be designed to provide Contango with better access to capital and oil and gas acquisition and development opportunities. The Contango Board supported further discussions with Independence and KKR regarding a potential transaction and asked management to report back to the Contango Board as discussions continued.

Throughout April 2021, Contango and Independence and KKR and their respective financial advisors conducted reciprocal technical and financial diligence.

On April 21, 2021, Messrs. Rockecharlie, Conner and Rynd held a meeting with Messrs. Colyer, Dakan and Goff to further discuss certain aspects of Independence’s organizational and management structure and business operations. Specifically, Messrs. Rockecharlie, Conner and Rynd noted that the approximate continuation of certain key aspects of Independence’s existing corporate structure and governance would likely be a prerequisite to any potential transaction with a counterparty. Therefore, Messrs. Rockecharlie, Conner and Rynd noted their desire to address such structure and governance matters prior to discussing key economic terms. Specifically, the attendees at the meeting discussed the roles and responsibilities of KKR in managing Independence’s business, including that KKR had existing agreements with Independence’s existing investors to charge up to approximately $48.3 million (representing approximately 1.5% of net asset value) annually, together with certain incentive fees, for the provision to Independence of its management services, including Independence’s executive and corporate management teams, and other assistance with respect to strategic planning, risk management, identifying and screening potential acquisitions. In addition, Messrs. Rockecharlie, Conner and Rynd discussed the existing relationships between Independence and its various operating subsidiaries and certain ways in which a potential transaction could be structured to complement Independence’s existing structure and subsidiary relationships.

On April 24, 2021, in furtherance of the topics discussed at the April 21 meeting, Independence and KKR provided Contango with a summary of key governance and structuring considerations that they would consider particularly important to the structure of any proposed transaction, including, among other things: (i) that New PubCo would be structured as an “Up-C”, (ii) that the Manager would act as the manager of New PubCo pursuant to a Management Agreement with an annual fee consistent with KKR’s current economic arrangement with Independence, including an annual fee increase of 1.5% of the value of any equity issued and an equity incentive plan consisting of an annual issuance of restricted shares, (iii) the issuance to KKR of voting preferred

stock to ensure long-term KKR control of New PubCo, including sole authority to elect board members and consent rights over specified actions, (iv) that New PubCo would be externally managed by a management team including Mr. Rockecharlie as Chief Executive Officer and Brandi Kendall as Chief Financial Officer, (v) that New PubCo would have a board consisting of five representatives designated by KKR, two representatives designated by Liberty and two representatives designated by Contango (one of which would be John Goff), and (vi) that John Goff would serve as chairman of the board of New PubCo. The summary of proposed key governance and structuring terms also contemplated certain members of Contango’s current management and operational teams continuing as the management and operational teams of a subsidiary of New PubCo that would own and operate Contango’s legacy assets and potential future assets of New PubCo, but did not address any specific terms of proposed employment arrangements, compensation or other matters relating to the specifics of any such employment arrangements.

On April 26, 2021, Contango formally engaged Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as its counsel with respect to the proposed transaction.

In light of Contango’s ongoing consolidation strategy, on April 28, 2021, the Contango Board adopted the Contango Oil & Gas Company Change in Control Severance Plan (the “Change in Control Plan”) as a replacement for the existing change in control plan. The Change in Control Plan provides “double trigger” severance payments and benefits to all employees including Contango’s named executive officers. The Change in Control Plan provides each eligible participant with certain payments and benefits in the event that the participant experiences a qualifying termination event within the 18-month period following a change in control. The Contango Board adopted this Change in Control Plan, in part, to provide suitable incentive for Contango management to remain with the company in the event of a potential change in control through the consummation of any such transaction.

On April 30, 2021, the Contango Board held a meeting to discuss, among other things, the Independence and KKR summary of proposed key governance and structuring terms and a potential transaction with Company A. At the meeting, representatives of Gibson Dunn described the fiduciary duties of the Contango Board in connection with a change in control and other transactions. Contango management also reviewed Independence’s and KKR’s summary of proposed key governance and structuring terms and Jefferies provided technical and financial analysis of the economics of the potential transaction and Independence’s oil and gas reserves. The Contango Board also reviewed an engagement letter with Jefferies to serve as financial advisor to Contango. At the conclusion of the meeting, the Contango Board directed management to continue to negotiate the potential transaction with Independence and KKR.

On May 10, 2021, Contango held its regularly-scheduled quarterly Board meeting. Mr. Colyer provided an update to the Board on the status of ongoing technical and financial diligence between Contango and Independence and KKR. He noted that Messrs. Colyer, Dakan and Goff planned to meet on May 11^th with representatives of Independence, KKR and Jefferies to further negotiate a potential transaction pursuant to the Board’s direction.

On May 11, 2021, Messrs. Colyer, Dakan and Goff and representatives of Jefferies met with Messrs. Rockecharlie, Conner and Rynd to negotiate certain key terms of the potential transaction. Initially, the participants negotiated the amount of New PubCo equity to be initially owned by Contango stockholders. Contango proposed an allocation of 26% of New PubCo’s equity to Contango stockholders, based on relative valuation of Contango and Independence. Independence and KKR then proposed a 22% allocation of New PubCo’s equity to Contango stockholders. Messrs. Colyer, Dakan and Goff shared their belief that Independence and KKR were undervaluing Contango and that as a result, the consideration being offered was not sufficient. After further discussions and internal financial analysis, Independence and KKR revised their proposal to 24% of New PubCo’s equity to Contango stockholders. Upon Contango’s request, the parties agreed to increase this allocation to 25% if Contango entered into a definitive agreement to acquire certain oil and gas assets from Company D prior to executing the Transaction Agreement. Following discussion of relative valuation, the parties

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discussed potential management services fees to be paid to the Manager for providing management services to New PubCo. Representatives of KKR proposed a total management fee of approximately $60.3 million to manage the combined assets of New PubCo, which reflected KKR’s existing agreement with Independence’s existing investors including an incremental management fee of approximately $12.0 million, representing approximately 1.5% of Contango’s equity value. Messrs. Colyer, Dakan and Goff indicated that if Independence and KKR were to propose an incremental management fee of approximately $5.0 million associated with the addition of Contango’s assets to New PubCo, and subject to continued discussion on related terms of the agreement and to discussion of any such proposal with the Contango Board, they expected that Contango and Independence and KKR should be able to come to an agreement on the management services fee. The parties also discussed at this time that under the Up-C structure previously contemplated, the New PubCo shareholders, including former Contango shareholders, would only bear the pro rata portion of the aggregate fee corresponding to New PubCo’s economic interest in its subsidiary operating partnership. The parties also discussed and negotiated the following proposed terms: (i) an increase in the annual management fee of 1.5% of the value of any future equity issued, (ii) performance-based incentive compensation of 10% of the outstanding shares of New PubCo granted over five years, (iii) KKR’s control of the New PubCo board, and (iv) potential reductions over time in KKR’s governance rights depending on the level of KKR’s equity ownership of New PubCo. The parties also considered the potential board composition of New PubCo and discussed Contango holding three seats on a nine person board, as well as John Goff serving as chairman. Representatives of Independence and KKR confirmed their expectation that Mr. Rockecharlie would serve as CEO of New PubCo and Ms. Kendall would serve as CFO of New PubCo, with Mr. Colyer serving as Chief Executive Officer and Mr. Dakan serving as President of a wholly owned subsidiary of New PubCo that would hold the existing assets of Contango and potential future assets of New PubCo, however no specific compensation arrangements were discussed with respect to the existing members of Contango management. Representatives of Contango also requested that Independence’s members be restricted from transferring shares they receive in the potential transaction for a period of time after closing. The parties agreed to organize a call between legal counsel to begin drafting definitive agreements, while acknowledging that certain key deal terms, including with respect to board composition, remained subject to continued discussion.

On May 14, 2021, representatives of Gibson Dunn and Vinson & Elkins LLP (“Vinson Elkins”), counsel for KKR and Independence, met to discuss the potential transaction, including structural considerations.

On May 17, 2021, Vinson Elkins sent Gibson Dunn an initial draft Transaction Agreement. The draft agreement proposed: (i) voting agreements with certain stockholders of Contango, (ii) a so-called “force the vote” provision requiring Contango to submit the approval and adoption of the Transaction Agreement to its stockholders notwithstanding any change in recommendation by the Contango Board, (iii) a termination fee of 4.5% of Contango’s equity value to be payable by Contango to Independence under certain circumstances, including if Contango breached its non-solicitation covenant or Contango’s Board changed its recommendation or, in some cases, if Contango entered into a definitive agreement relating to an alternative proposal within 12 months following Contango’s termination of the Transaction Agreement, (iv) an expense reimbursement of 1% of Contango’s equity value payable to Independence if Contango stockholders failed to approve the transaction, and (v) various procedural restrictions on Contango’s ability to entertain competing offers or on the Contango Board’s ability to change its recommendation in favor of the transaction.

On May 18, 2021, the Contango Board met with representatives of Jefferies and Gibson Dunn to discuss the potential transaction. Management and representatives of Jefferies discussed the strategic rationale for the transaction, including the creation of a differentiated oil and gas investment platform positioned to be a leading consolidator in the U.S., the addition of significant scale and provision of greater access to, and lower cost of, capital, and substantial synergies. Representatives of Jefferies discussed the due diligence completed to date and provided a review of Independence’s business, as well as a summary of the May 11^th meeting with representatives of Independence and KKR. Representatives of Jefferies also provided a preliminary contribution analysis for the potential transaction as well as accretion/dilution analysis indicating the transaction would be highly accretive to key financial metrics including Contango’s 2021 estimated cash flow per share and 2022

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estimated cash flow per share. Representatives of Gibson Dunn also reviewed the key transaction documents that would be necessary to effectuate the transaction, including the Transaction Agreement and Management Agreement. Gibson Dunn also discussed the governance structure of New PubCo, including the proposed terms regarding KKR’s control of the board and negative control rights. Gibson Dunn also discussed legal considerations regarding potential counters to the proposed deal protection provisions in the draft Transaction Agreement, in light of the change of control of Contango implicated by the contemplated structure of New PubCo. Representatives of Gibson Dunn also noted that Independence’s and KKR’s proposed terms contemplated Contango management’s continuing as executives of a New PubCo subsidiary that would hold existing assets of Contango and potential future assets of New PubCo; however, such representatives of Gibson Dunn advised Contango management to postpone any initial discussions regarding compensation or related employment terms and confirmed that understanding with Contango management. Mr. Goff confirmed for the Contango Board that he would participate in substantive negotiation meetings with KKR and Independence. Following discussion of the key terms of the May 11^th meeting, the Contango Board instructed management to continue discussions and negotiate for: (i) a lockup on Independence stockholders affiliated with KKR, so as to demonstrate their long-term commitment to New PubCo, (ii) certain reductions to KKR’s negative control rights and required approvals of New PubCo directors independent of KKR for certain matters, and (iii) assurances that New PubCo would be KKR’s primary platform for pursuing upstream oil and natural gas investment opportunities.

On May 21, 2021, representatives of Gibson Dunn delivered to representatives of Vinson Elkins a revised draft of the Transaction Agreement which: (i) provided that Contango would be able to terminate the Transaction Agreement to enter into a competing transaction that represented a Superior Proposal; (ii) contemplated a termination fee of 2.5% of Contango’s equity value, with additional restrictions on the circumstances under which a “break-up” fee would be payable; (iii) removed the expense reimbursement payable to Independence if Contango stockholders did not approve the transaction; (iv) removed or limited certain of the procedural restrictions on Contango’s ability to entertain competing offers or for the Contango Board to change its recommendation in favor of the transaction; and (v) indicated that any stockholder voting agreement would terminate upon a change of recommendation by the Contango Board. The revised draft of the Transaction Agreement also requested a “go-shop” period following the signing of the Transaction Agreement.

On May 23, 2021, representatives of Vinson Elkins delivered a non-binding governance term sheet providing that: (i) KKR would be the sole stockholder of a special class of non-economic preferred stock in New PubCo that would entitle the Preferred Stockholder to appoint the entirety of the New PubCo Board and to hold certain approval rights for fundamental corporate actions, and which would only be forfeited upon KKR proprietary entities ceasing to beneficially own a number of New PubCo shares equal to 15%-20% of their original share ownership, and (ii) at closing, New PubCo would have a nine person board, consisting of five designees of KKR (one of which was expected to be a current independent director of the Contango Board), two designees from Liberty and two designees by Contango (including Mr. Goff who would serve as chairman). The governance term sheet proposed terms of the KKR Management Agreement, including an initial three-year term, with automatic three-year renewals and that upon the expiration of the initial term or any renewal term, New PubCo may decline to renew the Management Agreement upon the affirmative vote of at least two-thirds of the independent directors of New PubCo that: (1) there has been unsatisfactory long-term performance by the Manager that is materially detrimental to New PubCo and its subsidiaries taken as a whole or (2) the management fee and incentive compensation payable to the Manager is materially unfair and excessive compared to those that would be charged by a comparable asset manager managing assets comparable to the assets of New PubCo. In connection with such termination, New PubCo would be obligated to pay the Manager a termination fee equal to three times the average annual management fee and equity compensation paid over the prior 24-month period. The governance term sheet also noted that investment opportunities that are suitable for both the New PubCo and EIGF II would be allocated between them in good faith by the Manager on a pro rata basis, subject to and taking into account available capital, applicable concentration limits, investment restrictions and other similar considerations. In addition, shares held by KKR’s private equity funds and Liberty would be subject to a six-month lock-up and shares held by KKR’s proprietary entities would be subject to a 12-month lockup

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(subject to early release in the event the New PubCo stock trades at an average 20% premium to the share price at closing over any 20-day period, but in any event such lockup would be no shorter than six months).

On May 24, 2021, representatives of Gibson Dunn delivered a revised non-binding governance term sheet to Vinson Elkins providing that: (i) the aforementioned preferred stock would entitle the Preferred Stockholder to appoint a majority of the directors on the New PubCo Board and (ii) holders of common stock would vote for the remaining four board seats. The revised term sheet also provided that the Preferred Stockholder would forfeit the preferred stock when the ownership of KKR’s proprietary entities in New PubCo was no longer equal to or greater than 75% of its original share ownership at the closing. The revised term sheet required that the Manager present to New PubCo all transactions sourced by the Manager or its affiliates relating to the oil and gas business, whether upstream or not, and ensure that at least 70% of the investment relating to each such transaction be allocated to New PubCo and the remainder to EIGF II (and its affiliates) and that the Manager and its affiliates be prohibited from consummating certain transactions in the upstream oil and gas business that New PubCo elected not to pursue. The revised term sheet contemplated that the transaction announcement and proxy statement confirm that KKR intends for New PubCo to be its primary platform for investment in the oil and gas industry. The revised term sheet also shortened the renewal period of the Management Agreement to one-year, removed the payment of a termination fee payable by New PubCo and modified the terms to more easily allow New PubCo to elect to not renew the Management Agreement. The revised term sheet accepted the proposed lockup arrangement, conditioned upon acceptance of the minimum ownership requirement to retain the preferred stock.

On May 25, 2021, the Contango Board held a meeting with representatives of Jefferies and Gibson Dunn. At the meeting, Jefferies updated the Contango Board on Jefferies’s technical diligence, as well as the financial forecasts of Independence. Representatives of Gibson Dunn also reviewed with the Contango Board the status of negotiations of the Transaction Agreement, summarized the terms of the non-binding governance term sheet, and discussed potential responses as the negotiation progressed to definitive agreements, including the importance of ensuring that New PubCo receives the opportunity to invest in every opportunity sourced by the Manager in the upstream oil and gas industry. The Contango Board also formally approved the Jeffries engagement letter, including the financial terms. Following an update from management on negotiations with Company D, the Contango Board approved increasing Contango’s bid for the assets being sold by Company D by $5 million.

On May 28, 2021, Vinson Elkins sent Gibson Dunn a revised non-binding governance term sheet, as well as drafts of certain ancillary agreements, including the OpCo LLC Agreement, the Management Agreement and the governing documents of New PubCo. The draft agreements provided that: (i) the holder of the preferred stock would appoint the entirety of the New PubCo board and holders of New PubCo common stock would not vote in the election of directors, (ii) the Preferred Stockholder would forfeit the preferred stock when KKR’s proprietary entities ceased to own at least 50% of its original share ownership, provided that if, at any time following the closing, the volume-weighted average sale price of the common stock exceeds (x) 120% of the closing price of the common stock on the closing date, then the such required ownership percentage would be reduced to 40% or (y) 140% of the closing price of the common stock on the closing date, then such required ownership percentage would be reduced to 25%. The draft Management Agreement also reinserted the termination fee of three times the sum of the average annual management fee and incentive compensation paid over the prior 24-month period and automatic renewals of the three-year term. The term sheet also provided that investment opportunities in upstream oil and gas assets would be allocated between New PubCo and EIGF II in good faith by the Manager on a pro rata basis consistent with an allocation policy and, following the exhaustion of EIGF II’s investment capital, the Manager would ensure that at least 70% of any such subsequent upstream oil and gas investment opportunities are presented to New PubCo, but the Manager would not be restricted from participating in any such opportunity if New PubCo were unable to, or elected not to, participate in such opportunity.

On May 28, 2021, Vinson Elkins delivered Gibson Dunn a revised draft of the Transaction Agreement: (i) rejecting the proposed “go-shop,” (ii) proposing a “force the vote” provision, (iii) proposing a termination fee of 4.0% of Contango’s equity value, (iv) proposing an expense reimbursement of 1% of Contango’s equity value, and (v) setting forth various procedural restrictions on Contango’s ability to entertain competing offers or for the

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Contango Board to change its recommendation in favor of the transaction after execution of the Transaction Agreement. The revised draft Transaction Agreement also provided that termination of the Voting Agreements upon termination of the Transaction Agreement was unacceptable to Independence.

Between May 28, 2021 and June 6, 2021, Gibson Dunn and Vinson Elkins negotiated the various transaction documents.

On June 1, 2021, Messrs. Colyer, Dakan and Goff met with Messrs. Rockecharlie, Conner and Rynd to discuss the potential transaction. At Contango’s demand, representatives of Independence and KKR agreed: (i) to drop their request for the “force the vote” provision and (ii) that the Voting Agreement to be entered into by John Goff would terminate upon termination of the Transaction Agreement. Representati