CRCQW California Resources Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CALIFORNIA RESOURCES CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1 World Trade Center, Suite 1500 | Long Beach | California 90831

SPECIAL MEETING—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of California Resources Corporation:

On behalf of the Board of Directors of California Resources Corporation (“CRC,” “we,” “us” or “our”), we are pleased to enclose the accompanying proxy statement relating to our proposed acquisition of Aera Energy, LLC (together with its wholly-owned subsidiaries, “Aera”) and its operating affiliate Aera Energy Services Company (together with Aera, the “Aera Companies”). We are requesting that you take certain actions as a CRC stockholder.

On February 7, 2024, CRC entered into an Agreement and Plan of Merger (as may be amended from time to time, the “merger agreement”), providing for, as described in further detail under “The Merger Agreement—Structure of the Mergers,” a series of mergers (the “mergers”), upon the completion of which the Aera Companies will be indirect wholly-owned subsidiaries of CRC.

As consideration to be paid to the owners of the Aera Companies, which are certain investment vehicles affiliated with IKAV, Canada Pension Plan Investment Board and Oaktree Capital Management (the “Sellers”), CRC will issue 21,170,357 fully-paid and nonassessable shares of common stock of CRC, par value $0.01 per share (“common stock”) (such shares, the “aggregate consideration”). Assuming closing of the mergers, CRC will pay to the Sellers an additional number of shares of common stock determined by reference to any dividends or distributions declared by CRC with a record date between January 1, 2024 and the closing date of the mergers, as further described under “The Mergers—The Stock Consideration” (the aggregate number of shares issuable pursuant to the merger agreement, the “stock consideration”).

Our common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “CRC.” Under Section 312.03 of the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of common stock in any transaction or series of related transactions if:

Based on the number of shares of common stock issued and outstanding as of March 31, 2024, and taking into account the number of additional shares to be issued based on CRC’s first quarter 2024 cash dividend, the number of shares of common stock issuable as the stock consideration would represent approximately 23.71% of our outstanding common stock. This percentage exceeds each of the foregoing thresholds and therefore stockholder approval of the issuance of common stock pursuant to the merger agreement (the “stock issuance”) is required under the NYSE rules and regulations. Accordingly, CRC will hold a special meeting of its stockholders (the “special meeting”) to approve the stock issuance on the terms and in the manner contemplated by the merger agreement.

Specifically, at the special meeting, holders of common stock will be asked to vote on the following proposals:

Each proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

CRC stockholders are entitled to one vote per share of common stock held on all matters to be presented at the special meeting.

The approval of the stock issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of common stock present (at the special meeting and/or by proxy) and entitled to vote on such proposal at the special meeting.

The approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of shares of common stock present (at the special meeting and/or by proxy) and entitled to vote on such proposal at the special meeting.

The special meeting will be held on June 26, 2024, at 9:30 a.m., Pacific Time. The special meeting will be held entirely online to allow greater participation. CRC stockholders may participate in the special meeting by visiting the following website: www.virtualshareholdermeeting.com/CRC2024SM. The Board of Directors recommends that CRC stockholders vote “FOR” the stock issuance proposal and “FOR” the adjournment proposal.

The approval of the proposed issuance of shares of common stock pursuant to the terms of the merger agreement by the affirmative vote of a majority of the votes cast by the holders of shares of common stock is a condition to completion of the mergers and the mergers cannot be completed unless such approval is obtained. In the event CRC stockholders do not approve the stock issuance proposal, CRC will be required to reimburse the Sellers for certain transaction expenses or in certain circumstances pay a termination fee, each as described in further detail under “The Merger Agreement— Notice of Termination; Effect of Termination.” The obligations of the parties to complete the mergers are subject to the satisfaction or waiver of a number of conditions set forth in the merger agreement, a copy of which is attached as Annex A to the accompanying proxy statement. The accompanying proxy statement describes the special meeting and the proposals to be considered thereat, the mergers and the stock issuance, and the documents and agreements related to the mergers and the stock issuance. It also contains or references information about CRC and the Aera Companies and certain related agreements and matters. Please carefully read the entire accompanying proxy statement (and the documents incorporated herein by reference), including the section entitled “Risk Factors” beginning on page 22, for a discussion of the risks relating to the mergers, the combined company, CRC and the Aera Companies. You also can obtain information about CRC from documents filed with the Securities and Exchange Commission (the “SEC”). Please see the section entitled “Where You Can Find More Information” beginning on page 140 of the accompanying proxy statement for how you may obtain such information.

Sincerely,

Tiffany (TJ) Thom Cepak

Independent Chair of the Board

California Resources Corporation

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in connection with the mergers described in the accompanying proxy statement or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated May 7, 2024 and is first being mailed to CRC stockholders of record on or about such date.

1 World Trade Center, Suite 1500 | Long Beach | California 90831

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Meeting Date: June 26, 2024

Meeting Time: 9:30 a.m., Pacific Time

Location: Virtual meeting at www.virtualshareholdermeeting.com/CRC2024SM

Record Date: May 6, 2024

Purposes of the special meeting of stockholders:

The only business to be conducted at the special meeting is consideration of the stock issuance proposal and the adjournment proposal and, other than any other matters that properly come before the special meeting or any adjournments or postponements thereof, no other business will be transacted. These items of business are described in the enclosed proxy statement. The close of business on May 6, 2024 was fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the special meeting and any adjournment or postponement thereof (the “record date”). Only our stockholders of record or their legal proxy holders as of the record date or our invited guests may attend the special meeting.

The Board of Directors has unanimously (i) determined that the merger agreement, the mergers and the issuance of common stock pursuant to the merger agreement are fair to, and in the best interests of, CRC and (ii) approved and declared advisable the merger agreement, the mergers and the issuance of common stock pursuant to the merger agreement. The Board of Directors unanimously recommends that CRC stockholders vote “FOR” the stock issuance proposal and “FOR” the adjournment proposal.

The special meeting will be held in a virtual meeting format only at www.virtualshareholdermeeting.com/CRC2024SM. You will not be able to attend the special meeting physically. If you wish to attend the special meeting, you must follow the instructions under “The Special Meeting—Attending the Special Meeting” on page 88 of the proxy statement. We have also provided information regarding how stockholders can engage during the special meeting, including how they can vote, ask questions, request technical support and access information following the special meeting within this proxy statement.

If you have questions concerning the stock issuance proposal, the adjournment proposal, the special meeting or the proxy statement, would like additional copies or need help voting your shares of common stock, please contact Okapi Partners LLC, CRC’s proxy solicitor, by calling (877) 274-8654 (toll-free) or (212) 297-0720 (banks and brokers).

The proxy statement accompanying this letter provides you with more specific information concerning the stock issuance and the terms of the merger agreement. We encourage you to carefully read the accompanying proxy statement and a copy of the merger agreement included as Annex A to the accompanying proxy statement.

By Order of the Board of Directors,

Michael L. Preston

Executive Vice President, Chief Strategy Officer and General Counsel

Corporate Secretary

IMPORTANT VOTING INFORMATION

If you owned shares of our common stock at the close of business on May 6, 2024, you are entitled to one vote per share upon each matter presented at our special meeting of stockholders to be held on June 26, 2024. In order for stockholders whose shares were held in an account at a brokerage firm, bank or other nominee (i.e., in “street name”) as of May 6, 2024, to vote their shares at the special meeting, they will need to obtain a legal proxy from the broker, bank or other nominee that holds their shares authorizing them to vote at the special meeting.

If you hold shares in “street name,” unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares via telephone or the Internet, your broker may not vote on the matters to be considered at the special meeting. For your vote to be recognized, you will need to communicate your voting decisions to your broker, bank or other nominee before the date of the special meeting.

YOUR VOTE IS IMPORTANT

Your vote is important. The Board of Directors strongly encourages you to exercise your right to vote. Voting early helps ensure that we receive a quorum of shares necessary to hold the special meeting.

QUESTIONS

If you have any questions about the proxy voting process, please contact Okapi Partners LLC, CRC’s proxy solicitor, by calling (877) 274-8654 (toll-free) or (212) 297-0720 (banks and brokers). The Securities and Exchange Commission also has a website (https://www.sec.gov/spotlight/proxymatters) with more information about your rights as a stockholder. You also may contact our Investor Relations Department by phone at (818) 661-3731 or by e-mail at IR@crc.com.

ATTENDING THE SPECIAL MEETING

The special meeting will be held in a virtual meeting format only at www.virtualshareholdermeeting.com/CRC2024SM. You will not be able to attend the special meeting physically. If you wish to attend the special meeting, you must follow the instructions under “The Special Meeting—Attending the Special Meeting” on page 88 of this proxy statement.

ADDITIONAL INFORMATION

This proxy statement incorporates by reference important business and financial information about CRC from other documents that are not included in or delivered with this proxy statement. For a listing of the documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” beginning on page 140.

You may request copies of this proxy statement and any of the documents incorporated by reference herein, without charge, upon written or oral request to CRC’s principal executive offices and by first class mail or other equally prompt means within one business day of receipt of such request. The address and phone number of our principal executive office is listed below.

1 World Trade Center, Suite 1500

Long Beach, California 90831

(888) 848-4754

If you would like to request any of the CRC documents that are incorporated by reference into this proxy statement, please do so by June 19, 2024 in order to receive them before the special meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by CRC with the SEC by accessing CRC’s website at www.crc.com.

We are not incorporating the contents of the websites of the SEC, CRC or any other entity into this proxy statement. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement at these websites only for your convenience.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the mergers, the merger agreement, and the transactions contemplated thereby, including the stock issuance proposal, and the special meeting. They may not include all the information that is important to CRC stockholders. CRC stockholders should carefully read this entire proxy statement, including the annexes and the other documents referred to and/or incorporated by reference herein.

Questions and Answers About the Stock Issuance Proposal and the Mergers

This proxy statement, which you should carefully read in its entirety together with the documents incorporated herein by reference, contains important information about the special meeting, our solicitation of proxies in connection with the special meeting, the stock issuance, the mergers and other related matters.

CPPIB

CPPIB’s ownership interest in GGR Parent is indirectly held through CPPIB Vedder US Holdings LLC, a Delaware limited liability company (“CPP Blocker”), which in turn is wholly owned by CPP Investment Board Private Holdings (6), Inc., a Canadian corporation (“CPP Member”). CPP Member is an investment vehicle wholly owned by CPPIB. CPP Blocker holds an approximately 49% direct ownership interest in GGR Parent.

IKAV

IKAV’s ownership interest in GGR Parent is indirectly held through its majority ownership interest in Green Gate COI, LLC, a Delaware limited liability company (“IKAV Co-Invest”). IKAV Co-Invest holds an approximately 51% direct ownership interest in GGR Parent.

IKAV Co-Invest is majority owned by Green Gate ICOI LLC, a Delaware limited liability Company (“ICOI”), which in turn is wholly owned by IKAV Impact USA Inc., a Delaware corporation (“IKAV

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Blocker”), which in turn is owned by IKAV Impact S.a.r.l., a Luxembourg corporation (“IKAV S.a.r.l.”), Simlog Inc., a Delaware corporation (“Simlog”), and IKAV Energy Inc., a Delaware corporation (“IKAV Energy” and together with IKAV S.a.r.l. and Simlog, the “IKAV Members”). Each of the IKAV Members is an investment vehicle managed by affiliates of IKAV.

Oaktree

Oaktree’s ownership interest in GGR Parent is indirectly held through its minority ownership interest in IKAV Co-Invest.

IKAV Co-Invest is minority owned by OCM Aera E Holdings, LLC, a Delaware limited liability company (“IKAV Co-Invest Member”), which in turn is owned by Opps Xb Aera E PT, LP, a Delaware limited partnership (“OCM Aggregator 1”), and Opps XI Aera E PT LP, a Delaware limited Partnership (“OCM Aggregator 2”).

OCM Aggregator 1 is owned by Opps Xb Aera E CTB LLC, a Delaware limited liability company (“IKAV Co-Invest Blocker 1”), which in turn is wholly owned by OCM Opps Xb AIF Holdings (Delaware), L.P., a Delaware limited partnership (“IKAV Co-Invest Blocker 1 Member A”), and Oaktree Huntington Investment Fund II AIF (Delaware), L.P. - Class C, a Delaware limited partnership (“IKAV Co-Invest Blocker 1 Member B”).

OCM Aggregator 2 is owned by Opps XI Aera E CTB, LLC, a Delaware limited liability company (“IKAV Co-Invest Blocker 2”), which in turn is wholly owned by OCM Opps XI AIV Holdings (Delaware), L.P., a Delaware limited partnership (“IKAV Co-Invest Blocker 2 Member” and, together with “IKAV Co-Invest Blocker 1 Member A” and “IKAV Co-Invest Blocker 1 Member B”, the “IKAV Co-Invest Blocker Member”). Each IKAV Co-Invest Blocker Member is an investment vehicle managed by affiliates of Oaktree.

This proxy statement refers to (x) CPP Member, IKAV Members and IKAV Co-Invest Members collectively as the “Sellers”, and (y) IKAV Co-Invest Blocker 1, IKAV Co-Invest Blocker 2, IKAV Blocker, CPP Blocker, and IKAV Co-Invest collectively as the “Aera Holding Companies.”

The market price of shares of common stock that are issued as the stock consideration could be greater than, less than or the same as the market price of shares of common stock on the date of this proxy statement. Accordingly, you should obtain current market quotations for common stock before deciding how to vote. CRC common stock is listed on the NYSE under the symbol “CRC.” No public trading market exists for the Aera Holding Companies’ equity interests.

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Questions and Answers About the Special Meeting

CRC stockholders will also be asked to vote on a proposal (the “adjournment proposal” and, together with the stock issuance proposal, the “proposals”) to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the stock issuance proposal. For more information, please see the section entitled “The Adjournment Proposal (Proposal 2).”

Your vote is very important, regardless of the number of shares of common stock that you own. The approval of the stock issuance proposal is a condition to the obligation of the parties to complete the mergers.

Based on the number of shares of common stock issued and outstanding as of March 31, 2024, and taking into account the number of additional shares to be issued based on CRC’s first quarter 2024 cash dividend, the number of shares of common stock issuable as the stock consideration would represent approximately 23.71% of our outstanding common stock. This percentage exceeds each of the foregoing thresholds and therefore stockholder approval of the issuance of common stock pursuant to the merger agreement (the “stock issuance”) is required under the NYSE rules and regulations.

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If you return a signed proxy card, but do not indicate how you wish your shares of common stock to be voted, the shares of common stock represented by your properly signed proxy will be voted “FOR” the stock issuance proposal and “FOR” the adjournment proposal.

The approval of the stock issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of common stock present (at the special meeting and/or by proxy) and entitled to vote on such proposal at the special meeting. The approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of shares of common stock present (at the special meeting and/or by proxy) and entitled to vote on such proposal at the special meeting.

A stockholder’s failure to vote by proxy or to vote at the special meeting and a broker non-vote are not counted as a vote cast and, therefore, will have no effect on the stock issuance proposal or the adjournment proposal. Abstentions will have the effect of a vote “AGAINST” the stock issuance proposal and the adjournment proposal.

For stockholders who have their shares voted by duly submitting a proxy by Internet, telephone or mail, the proxy holders will vote all shares represented by such valid proxies in accordance with the stockholders’ instructions. If a stockholder signs and mails a proxy card, but does not indicate how the proxy holders should vote, the proxy holders will vote in accordance with the Board of Directors’ recommendations as set forth above.

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If your shares are held in street name through a brokerage firm that is a member of the NYSE and you want to vote on any of the proposals to be submitted to a vote at the special meeting, you MUST indicate how you wish your shares to be voted. The broker will vote shares held by you in street name in accordance with your voting instructions, as indicated on your signed voting instruction form or by the instructions you provide via the Internet or by telephone. Absent such instructions, the proxy submitted by the broker with respect to your shares will indicate that the broker is not able to cast a vote with respect to the matter, which is commonly referred to as a “broker non-vote.” Accordingly, if your shares are held in street name, it is important that you provide voting instructions to the broker or other intermediary so that your vote will be counted.

If you hold shares in street name and wish to vote your shares at the special meeting, you must first obtain a valid proxy from the intermediary. To attend the special meeting (regardless of whether you intend to vote your shares at the special meeting), you should follow the instructions under “The Special Meeting—Attending the Special Meeting” below.

For additional information regarding the recommendations of the Board of Directors, please see the section entitled “The Mergers—Recommendation of the Board of Directors and its Reasons for its Determination.”

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If you are a street-name stockholder and you vote by proxy, you may change your vote by submitting new voting instructions to your broker, bank or other nominee in accordance with that entity’s procedures.

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Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, New York 10036

Stockholders may call toll free: (877) 274-8654

Banks and Brokers may call collect: (212) 297-0720

or

California Resources Corporation

Attention: Corporate Secretary

1 World Trade Center, Suite 1500

Long Beach, California 90831

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SUMMARY

For your convenience, provided below is a brief summary of certain information contained in this proxy statement. This summary highlights selected information from this proxy statement and does not contain all of the information that may be important to you as a CRC stockholder. To understand the proposed issuance of shares of common stock and the mergers fully and for a more complete description of the terms of the merger agreement, you should read this entire proxy statement carefully, including its annexes and the other documents to which you are referred. Additionally, important information, which you are urged to read, is contained in the documents incorporated by reference into this proxy statement. Please see “Where You Can Find More Information” beginning on page 140. Items in this summary include a page reference directing you to a more complete description of those items.

The Parties to the Mergers (Page 32)

CRC

California Resources Corporation is an independent energy and carbon management company committed to energy transition. Shares of CRC common stock are listed and traded on the NYSE under the ticker symbol “CRC.” CRC’s principal executive offices are located at 1 World Trade Center, Suite 1500 Long Beach, California 90831, and its telephone number at that address is (888) 848-4754.

Merger Subs

Petra Merger Sub I, LLC (“IKAV Merger Sub”), Petra Merger Sub C, LLC (“CPP Merger Sub”), Petra Merger Sub O, LLC (“COI Merger Sub”), Petra Merger Sub O2, LLC (“COI Merger Sub 2”), and Petra Merger Sub O3, LLC (“COI Merger Sub 3” and together with IKAV Merger Sub, CPP Merger Sub, COI Merger Sub and COI Merger Sub 2, the “Initial Merger Subs”) and Petra Merger Sub S, LLC (“Subsequent Merger Sub” and together with the Initial Merger Subs, the “Merger Subs”) are direct wholly-owned subsidiaries of CRC that were formed solely for the purpose of carrying out the mergers.

Sellers

CPP Investment Board Private Holdings (6), Inc., a Canadian corporation, is an investment vehicle wholly owned by CPPIB and referred to elsewhere in this proxy statement as the CPP Member. The CPP Member’s principal executive offices are located at One Queen Street East, Suite 2500, Toronto, ON M5C 2W5, Canada.

IKAV Impact S.a.r.l., a Luxembourg corporation, is an investment vehicle managed by affiliates of IKAV and referred to elsewhere in this proxy statement as IKAV S.a.r.l. IKAV S.a.r.l’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

Simlog Inc., a Delaware corporation, is an investment vehicle managed by affiliates of IKAV and referred to elsewhere in this proxy statement as Simlog. Simlog’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

IKAV Energy Inc., a Delaware corporation, is an investment vehicle managed by affiliates of IKAV and referred to elsewhere in this proxy statement as IKAV Energy. IKAV Energy’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

OCM Opps Xb AIF Holdings (Delaware), L.P., a Delaware limited partnership, is an investment vehicle managed by affiliates of Oaktree and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 1 Member A. IKAV Co-Invest Blocker 1 Member A’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

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Oaktree Huntington Investment Fund II AIF (Delaware), L.P. - Class C, a Delaware limited partnership, is an investment vehicle managed by affiliates of Oaktree and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 1 Member B. IKAV Co-Invest Blocker 1 Member B’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

OCM Opps XI AIV Holdings (Delaware), L.P., a Delaware limited partnership, is an investment vehicle managed by affiliates of Oaktree and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 2 Member. IKAV Co-Invest Blocker 2 Member’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

OCM Aera E Holdings, LLC, a Delaware limited liability company, is a holding company owned by OCM Aggregator 1 and OCM Aggregator 2 and referred to elsewhere in this proxy statement as IKAV Co-Invest Member. IKAV Co-Invest Member’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

Aera Holding Companies

Opps Xb Aera E CTB, LLC, a Delaware limited liability company, is a holding company wholly owned by IKAV Co-Invest Blocker 1 Member A and IKAV Co-Invest Blocker 1 Member B and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 1. IKAV Co-Invest Blocker 1’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

Opps XI Aera E CTB, LLC, a Delaware limited liability company, is a holding company wholly owned by IKAV Co-Invest Blocker 2 Member and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 2. IKAV Co-Invest Blocker 2’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

IKAV Impact USA Inc., a Delaware corporation, is a holding company owned by the IKAV Members and referred to elsewhere in this proxy statement as IKAV Blocker. IKAV Blocker’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

CPPIB Vedder US Holdings LLC, a Delaware limited liability company, is a holding company wholly owned by CPPIB and referred to elsewhere in this proxy statement as CPPIB Blocker. CPPIB Blocker’s principal executive offices are located at One Queen Street East, Suite 2500, Toronto, ON M5C 2W5, Canada.

Green Gate COI, LLC, a Delaware limited liability company, is a joint venture between affiliates of IKAV and Oaktree and referred to elsewhere in this proxy statement as IKAV Co-Invest. IKAV Co-Invest’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

The Mergers and the Merger Agreement (Page 34)

The terms and conditions of the mergers are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the mergers.

Pursuant to the merger agreement, and in accordance with the Delaware Limited Liability Company Act and the Delaware General Corporation Law, at the effective time, IKAV Merger Sub will merge with and into IKAV Blocker, with IKAV Blocker surviving the merger as a wholly-owned subsidiary of CRC, CPP Merger Sub will merge with and into CPP Blocker, with CPP Blocker surviving the merger as a wholly-owned subsidiary of CRC, COI Merger Sub will merge with and into IKAV Co-Invest, with IKAV Co-Invest surviving the merger as a wholly-owned subsidiary of CRC, COI Merger Sub 2 will merge with and into IKAV Co-Invest Blocker 1, with IKAV Co-Invest Blocker 1 surviving the merger as a wholly-owned subsidiary of CRC, and COI Merger Sub 3

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will merge with and into IKAV Co-Invest Blocker 2, with IKAV Co-Invest Blocker 2 surviving the merger as a wholly-owned subsidiary of CRC, and, immediately following the initial mergers, each surviving company or corporation (as applicable) of the initial mergers will merge with and into Subsequent Merger Sub, with Subsequent Merger Sub surviving the subsequent mergers as a wholly-owned subsidiary of CRC. Upon completion of the mergers, the Aera Companies will be indirect wholly-owned subsidiaries of CRC.

The Stock Consideration (Page 34)

At the effective time of the initial mergers (the “effective time”), 100% of the equity interests of the Aera Holding Companies issued and outstanding immediately prior to the effective time will be converted into the right to receive from CRC 21,170,357 fully-paid and nonassessable shares of common stock (the “aggregate consideration”). Assuming closing of the mergers, CRC will pay to the Sellers an additional number of shares of common stock determined by reference to any dividend or other distribution declared by CRC and having a record date from and including January 1, 2024, to and including the closing date, (a) if paid by CRC to its stockholders prior to the effective time, that aggregate number of fully-paid and nonassessable shares of common stock equal to the quotient of the portion of such dividend or other distribution to which the Sellers would have been entitled if the aggregate consideration had been issued and outstanding on January 1, 2024, divided by $51.96 (the “agreed VWAP”) (the aggregate cash amount of all such dividends and distributions, the “aggregate dividend amount”), and (b) if unpaid at the effective time, the right to receive, when paid by CRC to its other stockholders, that aggregate number of fully paid and nonassessable shares of common stock equal to the quotient of the portion of such dividend or other distribution to which the Sellers would have been entitled if the aggregate consideration had been issued and outstanding on January 1, 2024, divided by the agreed VWAP.

In the event CRC determines in good faith that the amount of cash that would be included in the combined balance sheets of Aera and its subsidiaries and Aera Energy Services Company (the “financial statements entities”) prepared in accordance with the generally accepted accounting principles in the United States of America (“GAAP”) as of December 31, 2023 is less than (i) $36,000,000.00 or (ii) the amount equal to $25,000,000.00 plus the aggregate amount of cash dividends or distributions made by the Aera Holding Companies that is permitted leakage (as defined in the section “The Merger Agreement—Exchange of Equity Interests”) up to $11,000,000.00 (such difference, the “shortfall amount”), then (a) in the event the shortfall amount is less than the aggregate dividend amount, the aggregate dividend amount will be reduced by an amount equal to the shortfall amount and (b) in the event the shortfall amount is greater than the aggregate dividend amount, (1) CRC will not be obligated to pay any aggregate dividend amount and (2) the number of shares comprising the aggregate consideration will be reduced by the quotient that is obtained by dividing the shortfall amount minus the aggregate dividend amount by the agreed VWAP.

Pursuant to the merger agreement, 41.401% of the shares issuable pursuant to the merger agreement will be issued to IKAV Member, 49.045% of such shares will be issued to CPP Member, and 9.554% of such shares will be issued to IKAV Co-Invest Member.

The Special Meeting (Page 88)

The special meeting will be held on June 26, 2024, at 9:30 a.m., Pacific Time. The special meeting will be held entirely online. Stockholders may participate in the special meeting by visiting the following website: www.virtualshareholdermeeting.com/CRC2024SM. The special meeting is being held to consider and vote on the following:

Each share of common stock outstanding on the record date entitles the holder to one vote at the special meeting. On the record date, there were 68,265,507 shares of common stock held by four stockholders of record.

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Common stock is the only class of outstanding securities entitled to receive notice of and to vote at the special meeting. There are no cumulative voting rights associated with CRC’s common stock.

The presence at the special meeting or by proxy of the persons holding shares of outstanding common stock on the record date that represent a majority of the voting power of all outstanding shares of common stock entitled to vote at the special meeting will constitute a quorum, permitting CRC to conduct its business at the special meeting. Both abstentions (i.e., if you or your broker mark “ABSTAIN” on a proxy or voting instruction form) or if a stockholder of record attends the special meeting, but does not vote (either before or during the special meeting) will be considered to be shares present at the special meeting for purposes of establishing a quorum.

The approval of the stock issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of common stock present (at the special meeting and/or by proxy) and entitled to vote on such proposal at the special meeting.

The approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of shares of common stock present (at the special meeting and/or by proxy) and entitled to vote on such proposal at the special meeting.

A stockholder’s failure to vote by proxy or to vote at the special meeting and a broker non-vote are not counted as a vote cast and, therefore, will have no effect on the stock issuance proposal or the adjournment proposal. Abstentions will have the effect of a vote “AGAINST” the stock issuance proposal and the adjournment proposal.

The mergers are conditioned on, among other things, the approval of the stock issuance proposal at the special meeting.

It is important for you to note that in the event that the stock issuance proposal does not receive the requisite vote for approval at the special meeting, including any adjournments or postponements thereof, we will not be able to consummate the mergers and CRC will be required to reimburse the Aera Holding Companies for all transaction expenses incurred up to $10,000,000, plus certain employee retention awards up to $22,000,000 as identified in the Aera disclosure letter and the expenses incurred by the Aera Holding Companies and their subsidiaries in connection with making or obtaining any regulatory approval, clearance or notice in connection with the transactions contemplated by the merger agreement, as described in further detail under “The Merger Agreement—Notice of Termination; Effect of Termination.” Furthermore, CRC may be required to make a termination payment to the Aera Holding Companies of up to $100,000,000 in the event that the stock issuance proposal does not receive the requisite vote for approval at the special meeting and certain other additional circumstances exist, as described in further detail under “The Merger Agreement—Notice of Termination; Effect of Termination.”

Recommendation of the Board of Directors and its Reasons for its Determination (Page 42)

The Board of Directors has unanimously (i) determined that the merger agreement, the mergers and the issuance of common stock pursuant to the merger agreement are fair to, and in the best interests of, CRC and (ii) approved and declared advisable the merger agreement, the mergers and the issuance of common stock pursuant to the merger agreement. The Board of Directors unanimously recommends that CRC stockholders vote “FOR” the stock issuance proposal and “FOR” the adjournment proposal. For additional information on the principal factors considered by the Board of Directors in reaching this decision and the recommendation of the Board of Directors, please see the section entitled “The Mergers—Recommendation of the Board of Directors and its Reasons for its Determination.”

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Interests of CRC’s Directors and Executive Officers in the Mergers (Page 57)

Other than continuing roles as directors or executive officers of CRC after the effective time, the members of the Board of Directors and CRC executive officers do not have any interests in the mergers that may be different from, or in addition to, the interests of CRC stockholders generally.

Registration Rights Agreement (Page 86)

At closing, CRC and the Sellers will enter into the registration rights agreement, pursuant to which, among other things and subject to certain restrictions, CRC will agree, on the terms set forth therein, to file with the SEC a registration statement registering for resale the shares of common stock issued pursuant to the merger agreement, and to conduct certain underwritten offerings at the request of the applicable Sellers. The registration rights agreement also provides for certain customary piggyback registration rights. In addition, pursuant to the registration rights agreement, each Seller party thereto will agree to certain lock-up provisions.

For more information, please see the section entitled “The Merger Agreement—Registration Rights Agreement.”

Stockholder Agreements (Page 86)

At closing, CRC will enter into separate stockholder agreements with the IKAV Members and the CPP Member (each, a “Holder”) pursuant to which CRC will appoint to the Board of Directors one person designated by the IKAV Members after consultation with CRC and one person designated by the CPP Member after consultation with CRC. For so long as the IKAV Members, collectively, together with their affiliates, beneficially owns, in the aggregate, 5% or more of the issued and outstanding shares of common stock calculated on a fully diluted basis, the IKAV Members will have the right to nominate one person for appointment to the Board of Directors. For so long as the CPP Member, together with its affiliates, beneficially owns, in the aggregate, 5% or more of the issued and outstanding shares of common stock calculated on a fully diluted basis, the CPP Member will have the right to nominate one person for appointment to the Board of Directors.

Each stockholder agreement will contain certain standstill provisions which will commence at the effective time and continue until (i) the applicable Holder, together with its respective restricted parties, ceases to beneficially own, in the aggregate, 7.5% or more of outstanding common stock calculated on a fully diluted basis and (ii) no person designated by such Holder is serving on the Board of Directors and such Holder either is no longer entitled to, or has irrevocably waived, the right to designate a person to the Board of Directors.

For more information, please see the section entitled “The Merger Agreement—Stockholder Agreements.”

Certain Beneficial Owners of Common Stock (Page 110)

At the close of business on March 15, 2024, the latest practicable date prior to the date of this proxy statement, CRC’s directors and executive officers, as a group, beneficially owned and were entitled to vote approximately 327,333 shares of common stock, collectively representing 0.48% of the shares of common stock outstanding on that date. For more information regarding the security ownership of CRC directors and executive officers, please see the section entitled “Certain Beneficial Owners of Common Stock.”

Conditions Precedent (Page 81)

Each party’s obligation to consummate the initial mergers is subject to the satisfaction at or prior to the effective time, or waiver at or prior to the effective time, of each of the following conditions:

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The obligations of CRC and the Initial Merger Subs to consummate the initial mergers are subject to the satisfaction at or prior to the effective time, or waiver by CRC at or prior to the effective time, the following further conditions:

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The obligations of each Aera Holding Company to consummate the initial mergers are subject to the satisfaction at or prior to the effective time, or waiver at or prior to the effective time, the following further conditions:

No Solicitation; CRC Stockholders Meeting; Approvals (Page 71)

CRC has agreed that, from the date of the merger agreement until the effective time or, if earlier, the termination of the merger agreement, CRC will not, nor will it authorize or permit its subsidiaries to and will use its reasonable best efforts to cause its and their respective representatives not to:

In addition, CRC has agreed that it and its subsidiaries will, and that they will cause their respective representatives to, (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person (other than the Aera Holding Companies) conducted prior to the date of the merger agreement with respect to any Acquisition Proposal and (ii) request each third party that has executed a confidentiality agreement that relates to an Acquisition Proposal (other than the Aera Holding Companies) during the six months prior to the date of the merger agreement to return or destroy all confidential information regarding CRC or its subsidiaries furnished to such third party by CRC or on its behalf.

Notwithstanding the above, until the earlier of the receipt of stockholder approval of the stock issuance proposal and the termination of the merger agreement, if CRC receives a written bona fide Acquisition Proposal, that did not result from a breach of CRC’s non-solicitation covenant, and that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisors (i) constitutes a Parent Superior Proposal (as defined in the section “The Merger Agreement—No Solicitation; CRC Stockholders Meeting; Approvals”) or (ii) could reasonably be expected to result in a Parent Superior Proposal, then CRC may, to the extent that the Board of Directors has determined in good faith, after consultation with its outside legal counsel, that failure to take such actions would be inconsistent with the Board of Directors’ fiduciary duties under applicable law, furnish nonpublic information to the third party (subject to execution of a confidentiality agreement by the third party) and engage in discussions or negotiations with the third party with respect to such Acquisition Proposal.

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No Change of Recommendation

Except as provided below, prior to the closing date, the Board of Directors may not (i) withdraw, withhold, modify or qualify, or publicly propose to withdraw, withhold, modify or qualify, in a manner adverse to the Aera Holding Companies, the recommendation of the Board of Directors that CRC stockholders approve the stock issuance, (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal, (iii) in the event of the commencement of a tender offer or exchange offer for any outstanding shares of CRC’s capital stock, fail to recommend against acceptance of such tender offer or exchange offer by the holders of common stock within ten business days of the commencement thereof, (iv) recommend that the CRC stockholders not approve the stock issuance, (v) fail to publicly reaffirm the recommendation of the Board of Directors that CRC stockholders approve the stock issuance within five business days of the Aera Holding Companies’ written request to do so following the public announcement or disclosure of an Acquisition Proposal (or promptly after announcement or disclosure of an Acquisition Proposal if announced or disclosed on or after the fifth business day before the date of the special meeting) (any action described in clauses (i)-(v) a “change of recommendation”), (vi) either fail to enforce, or grant any waiver or release under, any standstill or similar agreement with respect to any class of equity securities of CRC or any of its subsidiaries unless the Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable laws, (vii) approve any transaction under, or any person becoming an “interested stockholder” under applicable law or (viii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal.

The merger agreement does not prevent CRC or the Board of Directors from complying with its disclosure obligations under Rule 14d-9 and 14e-2 promulgated under the Exchange Act, or issuing a “stop, look and listen” statement pending disclosure of its position (none of which, in and of itself, will be deemed to constitute a change of recommendation).

Permitted Change of Recommendation—Parent Superior Proposal

Subject to compliance with CRC’s non-solicitation covenant, the merger agreement does not prevent CRC or the Board of Directors from, at any time prior to the receipt of stockholder approval of the stock issuance, in response to the receipt of a written Acquisition Proposal that did not result from a breach of CRC’s non-solicitation covenant, effecting a change of recommendation, if and only if, prior to taking such action, (i) the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal constitutes a Parent Superior Proposal and, (ii) the Board of Directors continues to believe, in good faith after consultation with its outside legal counsel and financial advisors, after taking into account any modifications to the terms of the mergers and the transactions contemplated by the merger agreement that are proposed in a written offer by the Aera Holding Companies in response to such Acquisition Proposal, that such Acquisition Proposal continues to constitute a Parent Superior Proposal and that failure to take such action would be inconsistent with the Board of Directors’ fiduciary duties under applicable law.

Permitted Change of Recommendation—Parent Intervening Event

If, at any time prior to obtaining stockholder approval of the stock issuance, the Board of Directors determines in good faith, in response to a Parent Intervening Event (as defined in the section “The Merger Agreement—No Solicitation; CRC Stockholders Meeting; Approvals”) that is continuing and that did not result from a breach of the merger agreement by CRC, after consultation with its outside legal counsel, that the failure to make a change of recommendation in response to any such Parent Intervening Event would be inconsistent with the Board of Directors’ fiduciary duties under applicable law, the Board of Directors may, prior to obtaining stockholder approval of the stock issuance, make a change of recommendation, subject to certain notice requirements and rights of the Aera Holding Companies.

During a notice period after CRC notifies the Aera Holding Companies of a Parent Intervening Event, the Aera Holding Companies will have the right to propose adjustments to the terms and conditions of the merger

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agreement so as to obviate the need for a change of recommendation, which the Board of Directors will consider in good faith.

Notice of Termination; Effect of Termination (Page 84)

Termination by Mutual Consent

The merger agreement may be terminated and the mergers abandoned at any time prior to the effective time by mutual written consent of the Aera Holding Companies and CRC.

Termination by either CRC or the Aera Holding Companies

Either CRC or the Aera Holding Companies may terminate the merger agreement if:

Termination by the Aera Holding Companies

The Aera Holding Companies may terminate the merger agreement if:

In the event that the merger agreement is validly terminated either (i) by the Aera Holding Companies prior to the vote of the CRC stockholders on the stock issuance due to a change of recommendation, or (ii) by the Aera Holding Companies or CRC following the CRC stockholder vote where the CRC stockholders failed to approve the stock issuance proposal and prior to the vote of the CRC stockholders on the stock issuance there was a change of recommendation, CRC is required to pay the Aera Holdings Companies a termination fee of $50,000,000.

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In the event that either (i) (A) the merger agreement is terminated pursuant to either of the foregoing items (i) or (ii) in the preceding paragraph, (B) the change of recommendation is related to an Acquisition Proposal, and (C) within 12 months after such termination CRC enters into a definitive agreement in respect of an Acquisition Proposal or consummates an Acquisition Proposal; or (ii) the merger agreement is terminated by the Aera Holding Companies or CRC because (A) the closing has not occurred by the End Date, (B) at the time of such termination an Acquisition Proposal was publicly announced or disclosed and not withdrawn and (C) within 12 months after such termination CRC enters into a definitive agreement in respect of an Acquisition Proposal or consummates an Acquisition Proposal, CRC is obligated to pay the Aera Holding Companies an additional $50,000,000 termination fee. For the purposes of this paragraph, references in the definition of the “Acquisition Proposal” to 20% are replaced by 50%.

Additionally, if the merger agreement is terminated because the CRC stockholders fail to approve the stock issuance proposal and the termination fee is not payable in connection with such termination, CRC will be required to reimburse the Aera Holding Companies for all transaction expenses incurred up to $10,000,000, plus certain employee retention awards up to $22,000,000 and expenses incurred by the Aera Holding Companies and their subsidiaries in connection with making or obtaining any regulatory approval, clearance or notice in connection with the transactions contemplated by the merger agreement. Please see the section entitled “The Merger Agreement—Notice of Termination; Effect of Termination” for additional details.

Indemnification (Page 85)

Pursuant to the merger agreement, the Sellers severally agreed to, in accordance with their applicable percentages, indemnify CRC and the subsequent surviving company against, and to hold each of them harmless from, among other things, all damages arising from any breach or inaccuracy of the Aera Holding Companies’ representations and covenants in the merger agreement, in each case with respect to the absence of leakage from and after January 1, 2024 through closing other than permitted leakage.

Opinion of Jefferies LLC (Page 44)

CRC has engaged Jefferies LLC (“Jefferies”) and Citigroup Global Markets Inc. (“Citi”) to act as its financial advisors. On February 6, 2024, Jefferies delivered to the Board of Directors its oral opinion, confirmed by delivery of its written opinion dated as of the same date, to the effect that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review set forth in such opinion, the aggregate consideration to be paid by CRC pursuant to the merger agreement is fair from a financial point of view to CRC.

Accounting Treatment (Page 57)

The accounting guidance for business combinations requires the use of the acquisition method of accounting, which requires the determination of the acquirer for accounting purposes, the purchase price, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill, if any. The mergers will be accounted for using the acquisition method of accounting, with CRC being treated as the accounting acquirer.

Listing of Common Stock (Page 57)

CRC has agreed to take all actions reasonably necessary to cause the common stock to be issued in the mergers to be approved for listing on the NYSE prior to the effective time.

Regulatory Matters (Page 58)

Under the HSR Act and the rules promulgated thereunder, the mergers cannot be completed until the parties to the merger agreement have given notification and furnished information to the Federal Trade Commission (the

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“FTC”) and the Department of Justice (the “DOJ”) and until the applicable waiting period (and any extension of such period) has expired or has been terminated. On February 22, 2024, the parties gave notification and furnished information to the FTC and the DOJ. The applicable waiting period expired at 11:59 p.m., Eastern Time on March 25, 2024.

Under Section 203 of the FPA, the mergers cannot be completed until the prior authorization of FERC has been obtained and is effective. On February 27, 2024, the parties submitted to FERC an application for authorization of the transactions contemplated by the merger agreement under Section 203 of the FPA.

Under Section 310(d) of the Communications Act of 1934 (the “Communications Act”), the mergers cannot be completed until the consent of the FCC with regards to the transfer of control of certain radio licenses issued to Aera has been obtained and become effective. On March 29, 2024, the parties submitted to the FCC an application for consent to the transfer of control of such Aera licenses. The FCC granted that consent on April 5, 2024, and issued a Public Notice of the grant consent to the transfer of control on April 10, 2024.

Risk Factors (Page 22)

In evaluating the merger agreement, the stock issuance and the mergers, you should carefully read this proxy statement and give special consideration to the factors discussed in “Risk Factors.” These Risk Factors include:

Risks Relating to the Mergers

Risks Relating to the Combined Company

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SUMMARY HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA OF AERA PARENT

The following table sets forth summary historical financial information of Aera Parent derived from Aera Parent’s (i) audited consolidated and combined statements of operations and other comprehensive income for the years ended December 31, 2023, 2022 and 2021, (ii) the audited consolidated and combined balance sheets as of December 31, 2023 and 2022, and (iii) the audited consolidated and combined statements of cash flows for the years ended December 31, 2023, 2022 and 2021, each of which is included elsewhere in this proxy statement.

The historical results of Aera Parent included below and elsewhere in this proxy statement are not necessarily indicative of the future performance of Aera Parent or the combined company. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Aera Parent”, and Aera Parent’s audited consolidated and combined financial statements and related notes included elsewhere in this proxy statement.

For purposes of this proxy statement:

“Aera Parent” means Aera Parent Predecessor and Aera Parent Successor on an individual basis and collective basis, as the context requires.

“Aera Parent Predecessor” means the combined activity of the Aera Companies in respect of the period prior to the Prior Transaction on February 28, 2023.

“Aera Parent Successor” means (x) the combined activity of GGR Holdings and its consolidated subsidiaries in respect of the period subsequent to the incorporation of GGR Holdings on August 31, 2022 through December 28, 2023, and (y) the combined activity of GGR Parent and its consolidated subsidiaries with respect to the period following December 29, 2023.

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SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following summary unaudited pro forma financial information is derived from the historical audited consolidated financial statements of CRC and the historical audited consolidated and combined financial statements of Aera Parent, respectively, and gives effect to (i) the mergers, (ii) the extinguishment of Aera Parent’s outstanding debt, and (iii) the issuance of new debt (collectively, the “pro forma events”). The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X.

The following summary unaudited pro forma balance sheet data gives effect to the pro forma events as if they had occurred on December 31, 2023, while the unaudited pro forma statement of operations data for the year ended December 31, 2023 is presented as if the pro forma events had occurred on January 1, 2023.

The following summary unaudited pro forma financial information has been derived from and should be read in conjunction with the following financial statements, which are included elsewhere in this proxy statement:

The following summary unaudited pro forma financial information should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (including our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K), which is incorporated by reference into this proxy statement as well as the sections titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 95 and the related notes included in this proxy statement “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Aera Parent”, and Aera Parent’s audited consolidated and combined financial statements and related notes included elsewhere in this proxy statement.

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This summary unaudited pro forma financial information has been prepared for illustrative purposes only and is not necessarily indicative of what CRC’s financial position or results of operations actually would have been had the pro forma events occurred as of the dates indicated. In addition, the unaudited pro forma financial information does not purport to project CRC’s future financial position, operating results or expected synergies of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 22.

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SUMMARY UNAUDITED PRO FORMA COMBINED OIL, NATURAL GAS AND NGL RESERVE INFORMATION AND PRODUCTION DATA

The following tables present the estimated pro forma combined net operated and non-operated proved developed and undeveloped reserves of oil (including condensate), natural gas and NGLs prepared as of December 31, 2023. The pro forma reserve information set forth below gives effect to the mergers as if the mergers had been completed on December 31, 2023. However, the proved reserves presented below represent the respective estimates made as of December 31, 2023 by CRC and Aera Parent Successor while they were separate companies. These estimates have not been updated for changes in development plans or methodologies that may occur following the mergers or may have occurred if CRC owned all such assets as of December 31, 2023.

The following summary pro forma reserve information has been prepared for illustrative purposes and is not intended to be a projection of future results or synergies of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 22. The summary pro forma reserve information should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 95 and the related notes included in this proxy statement.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE INFORMATION

The following table presents CRC’s historical and pro forma per share data as of and for the year ended December 31, 2023. The pro forma per share data for the year ended December 31, 2023 is presented as if the mergers had been completed on January 1, 2023. Except for the historical information for the year ended December 31, 2023, the information provided in the table below is unaudited. This information should be read together with the historical financial statements and related notes of CRC and Aera Parent, and included elsewhere herein or incorporated by reference in this proxy statement, and with the unaudited pro forma condensed combined financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 95 and the related notes included in this proxy statement.

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MARKET PRICE AND DIVIDEND INFORMATION

CRC

Our common stock is listed on the NYSE under the symbol “CRC.” The closing price of common stock on February 6, 2024, the last full trading day before the public announcement of the execution of the merger agreement, was $47.01 per share. On May 6, 2024, the closing price of common stock was $52.69 per share.

The market price of shares of common stock has fluctuated since the public announcement of the execution of the merger agreement and may continue to fluctuate between the date of this proxy statement, the date of the special meeting and the closing of the mergers. No assurance can be given concerning the market price of shares of common stock after completion of the mergers. CRC stockholders are advised to obtain current market quotations for common stock and to review carefully the other information contained in this proxy statement or incorporated by reference into this proxy statement. For more information, see the section entitled “Where You Can Find More Information” beginning on page 140 of this proxy statement.

Dividends are payable to stockholders in quarterly increments, subject to the quarterly approval of the Board of Directors. The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by the Board of Directors each quarter after reviewing our financial performance. Post-closing of the mergers, and subject to approval, we expect to increase our fixed quarterly dividend.

On February 27, 2024, the Board of Directors declared a cash dividend of $0.31 per share of common stock. The dividend was payable to stockholders of record at the close of business on March 6, 2024 and was paid on March 18, 2024. The Sellers will, in the aggregate, receive approximately 126,000 additional shares of common stock at closing related to dividends paid by us in the first quarter of 2024.

We paid the following cash dividends for each of the periods presented.

Pursuant to the records of CRC’s transfer agent, as of January 31, 2024, there were four holders of record of common stock, which does not include the beneficial owners for whom Cede and Co. or others act as nominees.

For more information on the market for common stock and related stockholder matters, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated by reference into this proxy statement.

The Aera Holding Companies and Aera Parent

Historical market price information regarding the Aera Holding Companies and Aera Parent are not provided because there is no public market for their securities.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect, among other things, CRC’s current expectations and anticipated results of operations, statements about the benefits of the mergers, including financial and operating results, the expected completion of the mergers (including the timing thereof), the ability to consummate the mergers (including the receipt of all required governmental and regulatory approvals) and other statements that are not historical facts, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements included in or incorporated by reference into this proxy statement that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Without limiting the foregoing, the words “may”, “might”, “will”, “should”, “could”, “likely”, “expects”, “intends”, “targets”, “assumes”, “seeks to”, “plans”, “anticipates”, “believes”, “projects”, “estimates”, “predicts”, “potential”, “future”, “goal”, “objective”, or “continue”, or the negative of such terms and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees or assurances of future performance, and actual results could differ materially from those indicated by the forward-looking statements.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential timing or consummation of the mergers or the anticipated benefits thereof, including future financial and operating results. CRC cautions readers that these and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Actual results may differ materially from those set forth in this proxy statement due to the risks and uncertainties related to the mergers and/or inherent in our business, including:

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These forward-looking statements are also qualified by, and should be read together with, the “Forward-Looking Statements”, the “Risk Factors” and the other statements in CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC, and available at www.sec.gov, and investors should refer to such risk factors and other statements in evaluating the forward-looking statements contained in this proxy statement (see the sections entitled “Where You Can Find More Information” beginning on page 140 of this proxy statement and “Risk Factors” beginning on page 22 of this proxy statement).

While the list of factors presented in this proxy statement is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on CRC’s or the combined company’s consolidated financial condition, results of operations, credit rating or liquidity.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement or, in the case of documents referred to or incorporated by reference, the dates of those documents.

Unless legally required, CRC does not assume any obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

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RISK FACTORS

Risks Relating to the Mergers

The number of shares of common stock to be issued by CRC pursuant to the merger agreement will not change between now and the time the mergers are completed to reflect changes in the trading prices of common stock.

The market price of common stock has fluctuated since the date of the announcement of the parties’ entry into the merger agreement and will continue to fluctuate from the date of this proxy statement to the date of the special meeting, the date the mergers are completed and thereafter. However, the number of shares of common stock to be issued by CRC pursuant to the merger agreement will not change between now and the time the mergers are completed to reflect changes in the trading prices of common stock. Therefore, even if the trading price of common stock increases, existing CRC stockholders will not benefit from less dilution because this change in trading price will not impact the number of shares issuable pursuant to the merger agreement.

CRC stockholders as of immediately prior to the mergers will have reduced ownership in the combined company immediately following the mergers.

The issuance of shares of common stock pursuant to the merger agreement could have the effect of depressing the market price of common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, CRC’s earnings per share could cause the price of common stock to decline or increase at a reduced rate.

Based on the number of shares of common stock issued and outstanding as of March 31, 2024, and taking into account CRC’s first quarter 2024 cash dividend, the number of shares of common stock issuable as the stock consideration would represent approximately 23.71% of our outstanding common stock.

The respective obligation of CRC, the Sellers and the Aera Holding Companies to complete the mergers are subject to a number of conditions that, if not fulfilled, or not fulfilled in a timely manner, may delay completion of the mergers or result in termination of the merger agreement.

The respective obligation of CRC, the Sellers and the Aera Holding Companies to complete the mergers are subject to the satisfaction at or prior to the closing of the mergers of numerous conditions, including the following:

Many of the conditions to completion of the mergers are not within CRC’s control, and CRC cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the End Date, it is possible that the merger agreement may be terminated. Although CRC, the Sellers and the Aera Holding Companies have agreed in the merger agreement to use commercially reasonable efforts to, subject to certain limitations, complete the mergers in the most expeditious manner reasonably practicable, these and other conditions to the completion of the mergers may fail to be satisfied. In addition, satisfying the conditions to and completion of the mergers may take longer, and could cost more, than CRC expects. CRC cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the mergers for a significant period of time or prevent

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them from occurring. Any delay in completing the mergers may adversely affect the cost savings and other benefits that CRC expects to achieve if the mergers and the integration of CRC’s and the Aera Companies’ respective businesses are not completed within the expected timeframe. There can be no assurance that all required regulatory approvals will be obtained or obtained prior to the End Date.

The business relationships of CRC and the Aera Companies may be subject to disruption due to uncertainty associated with the mergers, which could have a material adverse effect on the results of operations, cash flows and financial position of CRC pending completion of the mergers and the combined company following completion of the mergers.

Parties with which CRC or the Aera Companies do business may experience uncertainty associated with the mergers, including with respect to current or future business relationships with the combined company following the mergers. These disruptions could have a material and adverse effect on the results of operations, cash flows and financial position of CRC, regardless of whether the mergers are completed, as well as a material and adverse effect on the combined company’s ability to realize the expected benefits of the mergers. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the mergers or termination of the merger agreement.

CRC may waive one or more of the closing conditions without re-soliciting stockholder approval.

CRC may determine to waive, in whole or part, one or more of the conditions to closing of the mergers prior to CRC being obligated to consummate the mergers. CRC currently expects to evaluate the materiality of any waiver and its effect on CRC stockholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement or any re-solicitation of stockholder approval is required in light of such waiver.

The merger agreement subjects CRC to restrictions on its business activities prior to the completion of the mergers.

The merger agreement obligates CRC to use commercially reasonable efforts to conduct its businesses in the ordinary course until completion of the mergers, including by using commercially reasonable efforts to preserve substantially intact its present business organization. Additionally, the merger agreement restricts CRC from certain other actions prior to the completion of the merger, including, among other things, merging, consolidating, combining or amalgamating with any person (other than between wholly-owned subsidiaries of CRC), acquiring any business or entity (except for acquisitions by CRC or any of its subsidiaries of another person that (i) provide for aggregate consideration solely of cash, (ii) do not require the approval of the stockholders of CRC, and (iii) would not reasonably be expected to prevent, impair or delay consummation of the mergers), or incurring indebtedness in excess of certain thresholds. These restrictions could prevent CRC from pursuing certain business opportunities that arise prior to completion of the mergers. Please see the section entitled “The Merger Agreement—Covenants” for additional details.

The merger agreement limits CRC’s ability to pursue alternatives to the mergers, may discourage certain other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require CRC to make a termination payment to the Aera Holding Companies.

The merger agreement contains certain provisions that restrict CRC’s ability to initiate, solicit or knowingly encourage the making of any Acquisition Proposal (as defined in the section “The Merger Agreement—No Solicitation; CRC Stockholders Meeting; Approvals”), and CRC has agreed to certain terms and conditions relating to its ability to furnish nonpublic information to a third party making an Acquisition Proposal or engaging in discussions or negotiations with such a third party.

Further, even if the Board of Directors withdraws, withholds, modifies, or qualifies its recommendation that CRC stockholders approve the stock issuance proposal, unless the merger agreement has been terminated in

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accordance with its terms, the Board of Directors will still be required to submit the stock issuance proposal for a vote of CRC stockholders. In addition, under the merger agreement, the Aera Holding Companies will have an opportunity to offer to modify the terms of the merger agreement in response to any Acquisition Proposal before the Board of Directors may withdraw, withhold, modify or qualify its recommendation. Moreover, CRC is required to pay the Aera Holdings Companies a termination fee of $50,000,000 if the merger agreement is terminated (a) by the Aera Holding Companies before the stock issuance proposal is approved by CRC stockholders if there was a change of recommendation, or (b) by the Aera Holding Companies or CRC following the CRC stockholder vote where the CRC stockholders failed to approve the stock issuance proposal and prior to the stockholder vote there was a change of recommendation. CRC is obligated to pay the Aera Holding Companies an additional $50,000,000 termination fee if either (i) (A) the merger agreement is terminated pursuant to either of the foregoing items (a) or (b), (B) the change of recommendation is related to an Acquisition Proposal, and (C) within 12 months after such termination CRC enters into a definitive agreement in respect of an Acquisition Proposal or consummates an Acquisition Proposal; or (ii) the merger agreement is terminated by the Aera Holding Companies or CRC because (A) the closing has not occurred by the End Date, (B) at the time of such termination an Acquisition Proposal was publicly announced or disclosed and not withdrawn and (C) within 12 months after such termination CRC enters into a definitive agreement in respect of an Acquisition Proposal or consummates an Acquisition Proposal. Additionally, if the Merger Agreement is terminated because CRC stockholders fail to approve the stock issuance proposal and the termination fee is not payable in connection with such termination, CRC will be required to reimburse the Aera Holding Companies for all transaction expenses incurred up to $10,000,000, plus certain employee retention awards up to $22,000,000 and expenses incurred by the Aera Holding Companies and their subsidiaries in connection with making or obtaining any regulatory approval, clearance or notice in connection with the transactions contemplated by the merger agreement. Please see the section entitled “The Merger Agreement—Notice of Termination; Effect of Termination” for additional details.

These provisions could discourage a potential third-party acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of CRC from considering or pursuing an alternative transaction with CRC or proposing such a transaction to CRC. These provisions might also result in a potential third-party acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination payment.

Failure to complete the mergers could negatively impact CRC’s stock price.

If the mergers are not completed for any reason CRC would be subject to a number of risks, including the following:

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If the mergers are not completed, the risks described above may materialize and cause CRC’s stock price to be negatively impacted.

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

The completion of the mergers may trigger a change in control or other provisions in certain agreements to which Aera is a party. If CRC and Aera are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements, or seeking monetary damages. Even if CRC and Aera are 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 company.

CRC and the Aera Companies are expected to incur significant transaction costs in connection with the mergers, which may be in excess of those anticipated by CRC.

CRC and the Aera Companies have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the mergers, combining the operations of the companies and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by CRC whether or not the mergers are completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to advisors, employee retention, severance and benefit costs, financing costs, filing fees, and other transaction expenses. CRC will also incur costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and other employment-related costs. CRC will continue to assess the magnitude of these costs and additional unanticipated costs may be incurred in connection with the mergers and the integration of the two companies’ businesses. While CRC has assumed that a certain level of expenses would be incurred, there are many factors beyond CRC’s control that could affect the total amount or the timing of the expenses. The costs described above and any unanticipated costs and expenses, many of which will be borne by CRC even if the mergers are not completed, could have an adverse effect on CRC’s financial condition and operating results.

Risks Relating to the Combined Company

The combined company may not be able to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers.

As a result of the mergers, the combined company may experience impacts on relationships with customers and suppliers that may harm the combined company’s business and results of operations. Certain customers or suppliers may seek to terminate or modify contractual obligations following the mergers whether or not contractual rights are triggered as a result of the mergers. There can be no guarantee that customers and suppliers will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the mergers. If any customers or suppliers seek to terminate or modify contractual obligations or discontinue their relationships with the combined company, then the combined company’s business and results of operations may be harmed.

The Aera Companies also have contracts with distributors, vendors, landlords, joint venture partners and other business partners which may require the Aera Companies to obtain consent from these other parties in connection with the mergers. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the business of the combined company. In addition, third parties with whom CRC or the Aera Companies currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the mergers. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the mergers. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the mergers or by a termination of the merger agreement.

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The combined company may fail to realize the anticipated benefits of the mergers.

The success of the mergers will depend on, among other things, the combined company’s ability to combine each of CRC’s and the Aera Companies’ businesses in a manner that realizes anticipated synergies and benefits and meets or exceeds the forecasted stand-alone cost savings anticipated by the combined company. CRC anticipates that the combined company will benefit from significant synergies, based on, among other things, increased scale. If the combined company is not able to successfully achieve these synergies, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected.

The failure to successfully integrate the businesses and operations of CRC and the Aera Companies in the expected time frame may adversely affect the combined company’s future results.

CRC and the Aera Companies have operated and, until the completion of the mergers, will continue to operate independently; however, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of customers, distributors, suppliers, vendors, landlords, joint venture partners or other business partners, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with and following completion of the mergers or higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of CRC and the Aera Companies in order to realize the anticipated benefits of the mergers:

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the mergers and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

The unaudited pro forma combined financial information contained in this proxy statement may not be an indication of the combined company’s results of operations, financial condition or estimated reserves following the closing of the mergers.

This proxy statement includes unaudited pro forma combined financial information for the combined company, which gives effect to the mergers and should be read in conjunction with the financial statements and accompanying notes of CRC and Aera Parent which are incorporated by reference or attached to this proxy

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statement. The unaudited pro forma combined financial information contained in this proxy statement should not be considered to be an indication of the combined company’s results of operations or financial condition or estimated reserves following the closing of the mergers. The unaudited pro forma combined financial information has been derived from the historical financial statements of CRC and Aera Parent and adjustments, assumptions and preliminary estimates have been made in connection with the preparation of this information. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments, assumptions and estimates are difficult to make with accuracy.

Moreover, the unaudited pro forma combined financial information does not reflect all costs that are expected to be incurred by the combined company in connection with the mergers. For example, the impact of any incremental costs incurred in coordinating the operations of CRC and the Aera Companies are not reflected in the unaudited pro forma combined financial information. In addition, the unaudited pro forma combined financial information does not include, among other things, estimated cost synergies, adjustments related to restructuring or integration activities, future acquisitions, dispositions and other expenses not yet known or probable, or impacts of change in control provisions that are currently not factually supportable or probable of occurring.

As a result, the actual results of operations and financial condition of the combined company following the closing of the mergers may not be consistent with, or evident from, the unaudited pro forma combined financial information. The assumptions used in preparing the unaudited pro forma combined financial information may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the closing of the mergers. Any potential decline in the combined company’s financial condition or results of operations may cause significant variations in the price of common stock following the closing of the mergers.

The unaudited pro forma combined financial information in this proxy statement is based on the best information available, which in part includes a number of estimates and assumptions. These estimates and assumptions may prove not to be accurate, and accordingly, the unaudited pro forma combined financial information should not be assumed to be indicative of what the combined company’s financial condition, results of operations or cash flows actually would have been as a stand-alone company or to be a reliable indicator of what the combined company’s financial condition or results of operations may actually be in the future.

The financial forecasts relating to CRC and the Aera Companies prepared in connection with the mergers may not be realized, which may adversely affect the market price of common stock following the closing of the mergers.

This proxy statement includes certain financial forecasts considered by CRC in connection with the respective businesses of CRC and the Aera Companies. None of the financial forecasts prepared by CRC were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These forecasts 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 CRC. Important factors that may affect the actual results of CRC and the Aera Companies and cause the internal financial forecasts to not be achieved include risks and uncertainties relating to CRC’s and the Aera Companies’ businesses, industry performance, the regulatory environment, general business and economic conditions and other factors described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement.

In addition, the financial forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for CRC’s and the Aera Companies’ businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. In addition, since such financial forecasts cover multiple years, the information

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by its nature becomes less predictive with each successive year. There can be no assurance that CRC’s, the Aera Companies’ or the combined company’s financial condition or results of operations will be consistent with those set forth in such forecasts.

The trading price and volume of common stock may be volatile following the mergers.

The trading price and volume of common stock may be volatile following completion of the mergers. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of common stock.

The market for common stock will depend on a number of conditions, most of which the combined company cannot control, including:

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These and other factors may impair the market for common stock and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for common stock to fluctuate substantially, which may negatively affect the price and liquidity of common stock. Many of these factors and conditions are beyond the control of CRC or CRC stockholders.

Future sales of common stock issued pursuant to the merger agreement could have a negative impact on the market price of common stock.

At closing, CRC and the Sellers will enter into the registration rights agreement, pursuant to which, among other things and subject to certain restrictions, CRC will agree, on the terms set forth therein, to file with the SEC a registration statement registering for resale the shares of common stock issued pursuant to the merger agreement, and to conduct certain underwritten offerings upon request. The registration rights agreement also provides for certain customary piggyback registration rights.

Pursuant to the registration rights agreement, each Seller will agree to certain lock-up provisions whereby such Seller and any of its permitted transferees holding shares of common stock agree not to transfer (i) any shares of common stock issued to such Seller pursuant to the merger agreement to any non-affiliate until six months after closing; (ii) more than one-third of the shares of common stock issued to such Seller pursuant to the merger agreement to any non-affiliate until twelve months after closing; and (iii) more than two-thirds of the shares of common stock issued to such Seller pursuant to the merger agreement to any non-affiliate until eighteen months after closing. Transfers from each Seller to its general partners, limited partners, members or stockholders, or to any corporation, partnership, limited liability company, investment fund or other entity that controls, is controlled by or is under common control with such Seller are exempted from the lock-up restrictions, except for transfers to such Seller’s portfolio companies, provided that such permitted transferee agrees in writing to be bound by the terms of the registration rights agreement. In addition, the lock-up provisions permit transfers pursuant to (i) liquidations, (ii) share repurchase programs approved by the Board of Directors and (iii) certain hedging arrangements.

It is possible that some or all of the Sellers will decide to sell some or all of the shares of common stock that they receive in the initial mergers after the applicable lock-up period. Any disposition by a significant stockholder of common stock, or the perception in the market that such dispositions could occur, may cause the price of common stock to fall. Any such decline could impair CRC’s ability to raise capital through future sales of common stock.

CRC may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

CRC will account for the mergers as an acquisition of a business in accordance with GAAP. Under the acquisition method of accounting, the assets and liabilities of the Aera Holding Companies and their consolidated

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subsidiaries will be recorded, as of the date of completion, at their respective fair values and added to CRC’s. The combined company’s reported financial condition and results of operations for periods after completion of the mergers will reflect CRC’s balances and results after completion of the mergers but will not be restated retroactively to reflect the historical financial position or results of operations of the Aera Holding Companies and their consolidated subsidiaries for periods prior to the mergers.

Under the acquisition method of accounting, the total purchase price is allocated to the Aera Holding Companies’ and their consolidated subsidiaries’ identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair market values as of the date of completion of the mergers, with any excess purchase price allocated to goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, CRC may be required to incur material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

As one of the largest California oil producer, the combined company may face increased scrutiny from certain stakeholders.

As one of the largest California oil producer, the combined company may be subject to greater scrutiny from regulators, advocacy groups, and certain institutional investors or investment funds, among others. This may result in additional pressure on the combined company’s exploration and production activities; increased costs; unfavorable reputational impacts; and the diversion management’s attention and resources; among other adverse impacts. More onerous stakeholder expectations could make it more challenging for the combined company to realize its mission of delivering long-term investment value by safely and responsibly developing its portfolio of low carbon intensity energy assets and reducing carbon emissions through its carbon management business.

The combined company may face material delays related to its ability to timely obtain permits necessary for its operations or be unable to secure such permits on favorable terms or at all as a result of numerous California political, regulatory, and legal developments, including but not limited to material delays resulting from the March 7, 2024 decision by a California appellate court concerning the previously disclosed Kern County Environmental Impact Report litigation.

The combined company must obtain various governmental permits to conduct exploration and production activities, as well as other aspects of its operations. Obtaining the necessary governmental permits is often a complex and time-consuming process involving numerous federal, state and local agencies. The duration and success of each permitting effort is contingent upon many variables not within the combined company’s control. In the context of obtaining permits or approvals, the combined company will need to comply with known standards, existing laws (such as the California Environmental Quality Act (“CEQA”)), and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority.

CRC has experienced delays obtaining permits as a result of litigation related to the Kern County Environmental Impact Report (“Kern County EIR”) for the past several years. Following a favorable trial court order in 2022, plaintiffs appealed, and, the appellate court issued a preliminary order reinstating a suspension of Kern County’s ability to rely on the existing EIR pending the outcome of a final order determining whether oil and natural gas permitting shall remain suspended for the duration of the appeals process. On March 7, 2024, a California appellate court delivered an opinion finding certain deficiencies in the Kern County EIR and enjoining reliance on the Kern County EIR in connection with the issuance of oil and natural gas permit approvals until such deficiencies are remedied. CRC is in the process of pursuing alternative pathways for addressing CEQA compliance for its oil and natural gas permitting process, this is expected to be a lengthy process and CRC cannot predict with complete certainty whether CRC would be able to timely obtain permits using this alternative.

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CRC expects to incur additional indebtedness in connection with the closing of the mergers, which may adversely affect the combined company’s business and limit its financial flexibility.

CRC expects to incur additional indebtedness in connection with the closing of the mergers. This and other future indebtedness could affect the combined company’s business in several ways, including the following:

The combined company’s ability to satisfy its obligations depends on its future operating performance and on economic, financial, competitive and other factors, many of which are beyond its control. The combined company’s business may not generate sufficient cash flow, and future financings may not be available to provide sufficient net proceeds, to meet these obligations or to successfully execute its business strategy.

Risks Relating to CRC’s Business

You should read and consider risk factors specific to CRC’s business that will also affect the combined company after the mergers. These risks are described in the sections entitled “Risk Factors” in CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in other documents incorporated by reference into this proxy statement. Please see the section entitled “Where You Can Find More Information” beginning on page 140 of this proxy statement for the location of information incorporated by reference into this proxy statement.

Risks Relating to the Aera Companies’ Business

The businesses of the Aera Companies and CRC are subject to substantially similar risks and uncertainties. The Aera Companies’ businesses are, and will continue to be, subject to the risks described above. In addition, the Aera Companies’ businesses are, and will continue to be, subject to the business risks described in CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in other documents incorporated by reference into this proxy statement.

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THE PARTIES TO THE MERGERS

California Resources Corporation

CRC was incorporated on April 23, 2014 under the laws of the State of Delaware. CRC is an independent energy and carbon management company committed to energy transition. CRC provides affordable and reliable energy in a safe and responsible manner, to support and enhance the quality of life of Californians and the local communities in which CRC operates, through the development of a broad portfolio of assets while adhering to CRC’s commitment to create shareholder value. CRC also has some of the lowest carbon intensity production in the United States. CRC is committed to energy transition and decarbonization through its carbon management business.

Shares of CRC common stock are listed on the NYSE under the ticker symbol “CRC.” Additional information about CRC and its subsidiaries, including information regarding its business, properties, legal proceedings, financial statements, financial condition and results of operations, market risk, executive compensation and related party transactions is set forth in CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated by reference into this proxy statement.

For more information about CRC, please visit CRC’s website at www.crc.com. The information contained on CRC’s website or accessible through it does not constitute a part of this proxy statement.

CRC’s principal executive offices are located at 1 World Trade Center, Suite 1500 Long Beach, California 90831, and its telephone number at that address is (888) 848-4754.

Merger Subs

Petra Merger Sub I, LLC (“IKAV Merger Sub”), Petra Merger Sub C, LLC (“CPP Merger Sub”), Petra Merger Sub O, LLC (“COI Merger Sub”), Petra Merger Sub O2, LLC (“COI Merger Sub 2”), and Petra Merger Sub O3, LLC (“COI Merger Sub 3” and together with IKAV Merger Sub, CPP Merger Sub, COI Merger Sub and COI Merger Sub 3, the “Initial Merger Subs”) and Petra Merger Sub S, LLC (“Subsequent Merger Sub”) are direct wholly-owned subsidiaries of CRC that were formed solely for the purpose of carrying out the mergers.

Sellers

CPP Investment Board Private Holdings (6), Inc., a Canadian corporation, is an investment vehicle wholly owned by CPPIB and referred to elsewhere in this proxy statement as the CPP Member. The CPP Member’s principal executive offices are located at One Queen Street East, Suite 2500, Toronto, ON M5C 2W5, Canada.

IKAV Impact S.a.r.l., a Luxembourg corporation, is an investment vehicle managed by affiliates of IKAV and referred to elsewhere in this proxy statement as IKAV S.a.r.l. IKAV S.a.r.l’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

Simlog Inc., a Delaware corporation, is an investment vehicle managed by affiliates of IKAV and referred to elsewhere in this proxy statement as Simlog. Simlog’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

IKAV Energy Inc., a Delaware corporation, is an investment vehicle managed by affiliates of IKAV and referred to elsewhere in this proxy statement as IKAV Energy. IKAV Energy’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

OCM Opps Xb AIF Holdings (Delaware), L.P., a Delaware limited partnership, is an investment vehicle managed by affiliates of Oaktree and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 1 Member A. IKAV Co-Invest Blocker 1 Member A’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

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Oaktree Huntington Investment Fund II AIF (Delaware), L.P. - Class C, a Delaware limited partnership, is an investment vehicle managed by affiliates of Oaktree and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 1 Member B. IKAV Co-Invest Blocker 1 Member B’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

OCM Opps XI AIV Holdings (Delaware), L.P., a Delaware limited partnership, is an investment vehicle managed by affiliates of Oaktree and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 2 Member. IKAV Co-Invest Blocker 2 Member’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

OCM Aera E Holdings, LLC, a Delaware limited liability company, is a holding company owned by OCM Aggregator 1 and OCM Aggregator 2 and referred to elsewhere in this proxy statement as IKAV Co-Invest Member. IKAV Co-Invest Member’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

The Aera Holding Companies

Opps Xb Aera E CTB, LLC, a Delaware limited liability company, is a holding company wholly owned by IKAV Co-Invest Blocker 1 Member A and IKAV Co-Invest Blocker 1 Member B and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 1. IKAV Co-Invest Blocker 1’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

Opps XI Aera E CTB, LLC, a Delaware limited liability company, is a holding company wholly owned by IKAV Co-Invest Blocker 2 Member and referred to elsewhere in this proxy statement as IKAV Co-Invest Blocker 2. IKAV Co-Invest Blocker 2’s principal executive offices are located at 333 S. Grand Ave, 28th Floor, Los Angeles, CA 90071.

IKAV Impact USA Inc., a Delaware corporation, is a holding company owned by the IKAV Members and referred to elsewhere in this proxy statement as IKAV Blocker. IKAV Blocker’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

CPPIB Vedder US Holdings LLC, a Delaware limited liability company, is a holding company wholly owned by CPPIB and referred to elsewhere in this proxy statement as the CPPIB Blocker. CPPIB Blocker’s principal executive offices are located at One Queen Street East, Suite 2500, Toronto, ON M5C 2W5, Canada.

Green Gate COI, LLC, a Delaware limited liability company, is a joint venture between affiliates of IKAV and Oaktree and referred to elsewhere in this proxy statement as IKAV Co-Invest. IKAV Co-Invest’s principal executive offices are located at 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

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THE MERGERS

The following discussion contains certain information about the mergers. This discussion is subject, and qualified in its entirety by reference, to the merger agreement, a copy of which is attached as Annex A to this proxy statement. You should read this entire proxy statement, including the merger agreement, before making any voting decision.

Transaction Structure

Upon the terms and subject to the conditions set forth in the merger agreement, IKAV Merger Sub will merge with and into IKAV Blocker, with IKAV Blocker surviving the merger as a wholly-owned subsidiary of CRC (the “IKAV Merger”), CPP Merger Sub will merge with and into CPP Blocker, with CPP Blocker surviving the merger as a wholly-owned subsidiary of CRC (the “CPP Merger”), COI Merger Sub will merge with and into IKAV Co-Invest, with IKAV Co-Invest surviving the merger as a wholly-owned subsidiary of CRC, COI Merger Sub 2 will merge with and into IKAV Co-Invest Blocker 1, with IKAV Co-Invest Blocker 1 surviving the merger as a wholly-owned subsidiary of CRC (the “IKAV Co-Invest Blocker 1 Merger”), and COI Merger Sub 3 will merge with and into IKAV Co-Invest Blocker 2, with IKAV Co-Invest Blocker 2 surviving the merger as a wholly-owned subsidiary of CRC (the “IKAV Co-Invest Blocker 2 Merger” and collectively, the “initial mergers”), and, immediately following the initial mergers, each surviving company or corporation (as applicable) of the initial mergers will merge with and into Subsequent Merger Sub (the “subsequent mergers”), with Subsequent Merger Sub surviving the subsequent mergers as a wholly-owned subsidiary of CRC. Upon completion of the mergers, the Aera Companies will be indirect wholly-owned subsidiaries of CRC.

The Stock Consideration

At the effective time, 100% of the equity interests of the Aera Holding Companies issued and outstanding immediately prior to the effective time will be converted into the right to receive from CRC 21,170,357 fully-paid and nonassessable shares of common stock (the “aggregate consideration”). Assuming closing of the mergers, CRC will pay to the Sellers an additional number of shares of common stock determined by reference to any dividend or other distribution declared by CRC and having a record date from and including January 1, 2024, to and including the closing date, (a) if paid by CRC to its stockholders prior to the effective time, that aggregate number of fully-paid and nonassessable shares of common stock equal to the quotient of the portion of such dividend or other distribution to which the Sellers would have been entitled if the aggregate consideration had been issued and outstanding on January 1, 2024, divided by $51.96 (the “agreed VWAP”), and (b) if unpaid at the effective time, the right to receive, when paid by CRC to its other stockholders, that aggregate number of fully paid and nonassessable shares of common stock equal to the quotient of the portion of such dividend or other distribution to which the Sellers would have been entitled if the aggregate consideration had been issued and outstanding on January 1, 2024, divided by the agreed VWAP.

In the event CRC determines in good faith that the amount of cash that would be included in the combined balance sheets of the financial statements entities prepared in accordance with GAAP as of December 31, 2023 is less than (i) $36,000,000.00 or (ii) the amount equal to $25,000,000.00 plus the aggregate amount of cash dividends or distributions made by the Aera Holding Companies that is permitted leakage (as defined in the section “The Merger Agreement—Effect of the Mergers; Exchange”) up to $11,000,000.00 (such difference, the “shortfall amount”), then (a) in the event the shortfall amount is less than the aggregate dividend amount, the aggregate dividend amount will be reduced by an amount equal to the shortfall amount and (b) in the event the shortfall amount is greater than the aggregate dividend amount, (1) CRC will not be obligated to pay any aggregate dividend amount and (2) the number of shares comprising the aggregate consideration will be reduced by the quotient that is obtained by dividing the shortfall amount minus the aggregate dividend amount by the agreed VWAP. If the Sellers disagree with CRC’s calculation of the shortfall amount, then the Sellers will notify CRC of such disagreement in writing within 30 days after the closing date, and the applicable dispute resolution provision set out in the merger agreement will apply to such disagreement.

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Pursuant to the merger agreement, 41.401% of the shares issuable pursuant to the merger agreement will be issued to IKAV Member, 49.045% of such shares will be issued to CPP Member, and 9.554% of such shares will be issued to IKAV Co-Invest Member.

Background of the Mergers

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation involving CRC, Aera, CPPIB, IKAV and their respective representatives.

In the ordinary course of business, the Board of Directors and senior management of CRC regularly review, assess and discuss developments in the oil and gas exploration and production and carbon capture industries, CRC’s performance and strategy, and opportunities available to CRC’s business with a view towards enhancing stockholder value. As part of this ongoing review and assessment, the Board of Directors, together with senior management of CRC, have from time to time discussed potential business combinations, joint ventures, and other strategic transactions to enhance stockholder value.

On April 24, 2023, Francisco Leon, President and Chief Executive Officer of CRC and Bobby Saadati, Chief Executive Officer of IKAV Energy Inc., met in Los Angeles, California, to discuss, among other topics, the possibility of exploring a potential combination of CRC and Aera. Mr. Saadati shared his perspective on the potential merits of this combination. Mr. Saadati also noted that representatives of the Sellers had discussed exploring a potential combination and supported Mr. Saadati raising this topic with Mr. Leon. At the conclusion of this discussion, Mr. Leon conveyed that he would discuss the topic of exploring the potential combination with the Board of Directors. Mr. Leon informed the Board of Directors of his discussion with Mr. Saadati at the regularly scheduled first quarter of 2023 Board of Directors meeting on April 28, 2023.

On June 19, 2023, Mr. Leon, Mr. Saadati and James Jackson, Managing Director of the Sustainable Energies Group of CPPIB, met in Los Angeles, California, to further discuss a potential combination between CRC and Aera.

Between May 3, 2023, and July 28, 2023, senior management of CRC, with assistance from representatives of Citi, undertook a preliminary assessment, based on publicly available information, of possible financial impacts from a potential combination with Aera. During this period, senior management of CRC periodically updated the Board of Directors on their preliminary assessment.

At the Board of Directors’ regularly scheduled meeting on July 28, 2023, Mr. Leon reviewed with the Board of Directors CRC’s performance through the second quarter of 2023 and various strategic initiatives being pursued by CRC to enhance stockholder value. Mr. Leon also updated the Board of Directors on CRC senior management’s preliminary assessment of a potential combination with Aera. After discussion, the Board of Directors was supportive of CRC entering into a confidentiality agreement in order to facilitate further review and analysis of the potential combination. The consensus of the Board of Directors was that CRC senior management would liaise with the Finance Committee of the Board of Directors (the “Finance Committee”) with respect to the potential combination between meetings of the Board of Directors. The Board of Directors was also supportive of CRC engaging Citi and Jefferies LLC (“Jefferies”) as financial advisors to CRC in connection with exploring a potential combination with Aera. The Board of Directors selected Citi and Jefferies for this mandate based on their experience working with both on prior engagements and their reputation and knowledge of the oil and gas exploration and production business in California, the Aera assets and carbon capture industries generally and in the context of M&A transactions.

On August 9, 2023, CRC and GGR Holdings, the indirect holding company of the Aera Companies, entered into a mutual confidentiality agreement. On August 16, 2023, Aera provided CRC and CRC’s financial advisors with

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access to a virtual data room in order to facilitate CRC’s due diligence review efforts, which continued until execution of the merger agreement. Over the ensuing weeks, representatives of CRC, CPPIB, IKAV and Aera engaged in further discussions regarding preliminary terms relating to a potential combination and exchanged certain financial diligence materials to analyze the potential combination. During this period, CRC senior management periodically met with representatives of Citi, Jefferies and Sullivan & Cromwell LLP (“Sullivan & Cromwell”), CRC’s regular outside legal counsel for significant transactions, to discuss ongoing diligence and transaction planning.

On September 18, 2023, the Finance Committee met, together with members of CRC senior management. At this meeting, members of senior management reviewed with the Finance Committee information about Aera’s business and operations, Aera’s financials, Aera’s capital structure, potential cash flow accretion, potential synergies and potential enhancement of CRC’s carbon management business that could be realized by the potential combination.

On October 3, 2023, representatives of CRC senior management, Aera senior management, representatives of CPPIB and IKAV, and representatives of Citi, Jefferies, Wells Fargo Securities, LLC (which had been engaged as GGR Holdings’ financial advisor) (“Wells Fargo”), and Sullivan & Cromwell met in Los Angeles, California for management presentations concerning the businesses of CRC and Aera.

On October 11, 2023, the Finance Committee met, together with members of CRC senior management and a representative of Sullivan & Cromwell. Members of CRC senior management updated the Finance Committee on the presentations that occurred during October 3. A representative of Sullivan & Cromwell described various issues impacting the potential combination and provided their views on them. Members of CRC senior management also updated the Finance Committee on the status of financial diligence, and reviewed with the Finance Committee illustrative pro forma financial information for the potential combination.

On October 12, 2023 and October 26, 2023, members of CRC senior management and Aera senior management and representatives of CPPIB and IKAV continued discussing certain preliminary terms relating to a potential combination, including valuation, sources and uses, and the form of consideration, as well as key due diligence topics, including historical and projected financial performance and competitive positioning, among other topics.

On October 27, 2023, the Board of Directors met, together with members of CRC senior management. Mr. Leon reviewed with the Board of Directors CRC’s performance through the third quarter of 2023 and updated the Board of Directors on the status of the ongoing discussions and analysis regarding the potential combination.

During November 2023 and December 2023, CRC worked with representatives of Sullivan & Cromwell and CRC’s financial advisors to evaluate potential approaches with respect to Aera’s Second Lien Credit Facility (as defined in the section “The Merger Agreement—Financing”), which carries a high interest rate, has a restrictive negative covenant package and contains change of control provisions that would be triggered in connection with the potential combination.

On November 13, 2023, the Board of Directors met, together with members of CRC senior management and representatives of Citi, Jefferies and Sullivan & Cromwell. Members of senior management, together with representatives of Citi and Jefferies, reviewed with the Board of Directors various strategic alternatives that could be available to CRC, the potential benefits to CRC of a combination with Aera, financing considerations relating to such combination, estimated production and financial impacts of such combination, and other matters relating to the business and prospects of Aera. Representatives of Citi and Jefferies then reviewed with the Board of Directors various preliminary financial analysis with respect to CRC, Aera and the potential combination. The Board of Directors discussed the potential combination with senior management and representatives of Citi, Jefferies and Sullivan & Cromwell, including a range of transaction values. After discussion, the Board of Directors authorized CRC senior management to share a written non-binding indication of interest providing for an all-stock combination of CRC and Aera at a $977 million, implied equity value of Aera based on a January 1,

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2024 effective date for the transaction (meaning that the implied equity value would be reduced by cash “leakage” from the Aera business from and after the effective date through closing, with CRC retaining the benefits and bearing the risks of Aera’s cash flows from operations from that date). The non-binding indication of interest authorized by the Board of Directors provided for consideration to be paid in common stock based on an agreed value of shares of common stock as of the signing date, with certain real property interests and related property assets owned by Aera expressly excluded from the scope of the transaction.

On November 16, 2023, Mr. Leon, on behalf of CRC, provided a non-binding indication of interest to Mr. Saadati and Mr. Jackson, reflecting the terms discussed at the November 13, 2023 Board of Directors meeting.

On November 21, 2023, at an informal update call for the benefit of the Board of Directors, a member of senior management reviewed with the Board of Directors information regarding Aera’s producing assets, potential operational synergies, and perspectives regarding post-completion organizational integration and well servicing efficiencies.

On December 5, 2023, GGR Holdings provided a counterproposal to CRC, which was delivered by Messrs. Saadati and Jackson to Mr. Leon. This counterproposal provided for a $1.375 billion implied equity value of Aera, to be paid in common stock based on the volume weighted average price during the 30 trading day period ending on the second trading day prior to closing of the combination, with certain real property interests and related property assets owned by Aera expressly excluded from the scope of the transaction. This counterproposal also provided for a pre-closing distribution to the Sellers of cash in excess of $25 million on the balance sheet of Aera as of December 31, 2023, customary registration rights for CPPIB and IKAV, and a right to nominate members of the Board of Directors commensurate with CPPIB’s and IKAV’s holdings of common stock in the combined company following closing.

On December 7, 2023, members of CRC senior management and representatives of Citi, Jefferies and Sullivan & Cromwell provided an informal update to the Board of Directors with respect to the ongoing discussions regarding the potential combination. During this update, representatives of each of Citi and Jefferies reviewed with the Board of Directors their respective preliminary financial analysis with respect to CRC, Aera and the potential combination. The Board of Directors then discussed with members of CRC senior management and representatives of Citi, Jefferies and Sullivan & Cromwell the terms of the December 5, 2023 counterproposal. After discussion, the Board of Directors was supportive of CRC senior management sharing a revised written non-binding indication of interest within the valuation range discussed at the November 13, 2023 Board of Directors meeting, providing for an all-stock combination of CRC and Aera at a $1.17 billion implied equity value of Aera based on a January 1, 2024 effective date for the transaction (meaning that the implied equity value would be reduced by cash “leakage” from the Aera business from and after the effective date through closing, with CRC retaining the benefits and bearing the risks of Aera’s cash flows from operations from that date). The stock consideration to be issued by CRC in the transaction would be based on the volume weighted average price of common stock during the 30 trading day period ending on the second trading day prior to signing, with certain real property interests and related property assets owned by Aera expressly excluded from the scope of the transaction, and permitted the Aera Holding Companies to make a pre-closing distribution to the Sellers of cash in excess of $25 million on the balance sheet of Aera Parent as of December 31, 2023.

On December 15, 2023, Mr. Leon, on behalf of CRC, delivered the revised non-binding indication of interest to Messrs. Saadati and Jackson, reflecting the terms discussed at the December 7, 2023 Board of Directors update.

On December 20, 2023, Mr. Leon spoke with Messrs. Saadati and Jackson, who confirmed the economic terms set out in the December 15, 2023 non-binding indication of interest were acceptable. The parties agreed to commence confirmatory diligence and begin negotiating transaction documents.

Also on December 20, 2023, the Board of Directors met, together with members of CRC senior management and representatives of Sullivan & Cromwell. At the meeting, Mr. Leon reviewed with the Board of Directors the

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status of CRC’s ongoing diligence and various financial and valuation analyses relating to the potential combination. Representatives of Sullivan & Cromwell then reviewed with the Board of Directors the key terms of an initial draft of the merger agreement. The Board of Directors discussed these matters with members of CRC senior management and representatives of Sullivan & Cromwell, and provided guidance and direction. Later that day, representatives of Sullivan & Cromwell shared the initial draft of the merger agreement with Latham & Watkins LLP, Aera’s outside M&A counsel (“Latham & Watkins”). The initial draft of the merger agreement contemplated, among other things: (i) CRC’s entry into a debt commitment letter with a financing source for the potential business combination at the signing, (ii) no condition to closing with respect to such financing, (iii) a “drop dead date”, after which either party may terminate the merger agreement, set to nine months following the signing, subject to a possible three-month extension by CRC, (iv) an obligation on each of the parties to use commercially reasonable efforts to obtain regulatory approvals, (v) an affirmative disclaimer by CRC of any requirement to agree to divestitures or other remedies in connection with applicable antitrust and other regulatory clearances, (vi) no termination fees payable by CRC or Aera in the event of a change of recommendation or the failure to obtain required regulatory approvals, and (vii) CRC obtaining a representations and warranties insurance policy to provide recourse for breaches of representations and warranties.

At CRC’s request, on January 2, 2024, the lenders under Aera’s Second Lien Credit Facility made a proposal to CRC. CRC determined that the proposal was not economically attractive and that further negotiations would not be productive. CRC then worked with Citi to develop a bridge commitment solution to refinance Aera’s Second Lien Credit Facility in connection with the closing of the mergers, for Citi to underwrite the required amendment to CRC’s reserve-based lending revolving credit facility to provide the capacity to incur the proposed bridge financing and for CRC to terminate Aera’s RBL (as defined in the section “The Merger Agreement—Financing”) and Second Lien Credit Facility at the closing.

On January 3, 2024, CRC and representatives of Sullivan & Cromwell began discussions with legal counsel to CRC’s debt financing sources regarding the debt commitments to be entered into in connection with the signing of the merger agreement for purposes of managing Aera’s outstanding Second Lien Credit Facility.

On January 4, 2024, representatives of Latham & Watkins shared a revised draft of the merger agreement with Sullivan & Cromwell. The revised draft merger agreement included changes to, among other things, (i) heighten the regulatory efforts standard such that the parties would use reasonable best efforts to obtain regulatory approvals, (ii) provide for possible divestitures or other remedies in connection with applicable antitrust and other regulatory clearances, (iii) include a $50 million termination fee payable by CRC in certain circumstances following a change of recommendation, (iv) the scope of the representations and warranties and covenants of the parties, (v) definitions of which would impact the allocation of closing risk between the parties, and (vi) provide that post-termination liability in circumstances of fraud or willful breach would expressly include damages for lost “benefit of the bargain” of a party’s equityholders.

On January 11, 2024, management of CRC and representatives of Sullivan & Cromwell began working with Willis Towers Watson, CRC’s insurance broker, to obtain a representations and warranties insurance policy.

On January 12, 2024, the Board of Directors met, together with members of CRC senior management. Mr. Leon updated the Board of Directors on the ongoing valuation analysis of Aera, financing matters with respect to the potential combination, and other industry-related trends. Senior management then briefed the Board of Directors on Aera’s hedging program and the treatment of such hedging program in the context of the potential combination. The Board of Directors was also informed of an upcoming Finance Committee meeting to review financing options.

On January 14, 2024, representatives of Sullivan & Cromwell shared initial drafts of the registration rights agreement and stockholder agreement with Latham & Watkins. The initial drafts of the registration rights agreement and stockholder agreement contemplated, among other things: (i) customary demand and piggyback registration rights, (ii) a restriction on CPPIB’s and IKAV’s ability to transfer (x) any shares of common stock

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issued to CPPIB and IKAV, as applicable, pursuant to the merger agreement to any non-affiliate until six months after closing; (y) more than one-third of the shares of common stock issued to CPPIB and IKAV pursuant to the merger agreement to any non-affiliate until twelve months after closing; and (z) more than two-thirds of the shares of common stock issued to such Seller pursuant to the merger agreement to any non-affiliate until eighteen months after closing, which lock-up restriction was accepted (see the section entitled “The Merger Agreement—Registration Rights Agreement”), (iii) director nomination rights, which terminate upon such Seller holding less than 10% of the issued and outstanding common stock on a fully diluted basis, and (iv) standstill, voting support and non-disparagement provisions.

Also on January 14, 2024, legal counsel to CRC’s debt financing sources provided draft debt commitments to Sullivan & Cromwell. Between January 14, 2024 and February 7, 2024, representatives of legal counsel to CRC’s financing sources and representatives of Sullivan & Cromwell negotiated the terms of the debt commitments.

On January 15, 2024, representatives of Sullivan & Cromwell shared a revised draft of the merger agreement with Latham & Watkins. The revised draft merger agreement included changes to, among other things, (i) restore a “commercially reasonable efforts” regulatory efforts standard, (ii) remove provisions requiring possible divestitures or other remedies in connection with applicable antitrust and other regulatory clearances, (iii) reduce the termination fee payable by CRC in certain circumstances following a change of recommendation to $25 million and provide an additional fee of $5 million if such change of recommendation is related to an alternative acquisition proposal, (iv) the scope of the representations and warranties and covenants of the parties, (v) reflect ongoing negotiations regarding allocation of closing risk between the parties, and (vi) reject the express inclusion of post-termination liability in circumstances of fraud or willful breach for lost “benefit of the bargain” of a party’s equityholders.

On January 17, 2024, the Finance Committee met, together with members of CRC senior management. Members of CRC senior management reviewed with the Finance Committee financing and refinancing options in connection with the potential combination, and the Finance Committee provided guidance and direction.

On January 18, 2024, representatives of CRC, Aera, IKAV, CPPIB, Sullivan & Cromwell and Latham & Watkins met in Los Angeles, California to discuss outstanding economic issues in respect of the potential combination, representatives of Latham & Watkins attended such meeting telephonically. These representatives also participated in a series of diligence discussions relating to Aera’s operations, health, safety and environmental profile, and personnel.

On January 22, 2024, representatives of Latham & Watkins shared with Sullivan & Cromwell a proposal pursuant to which the potential combination would be structured as a series of mergers involving the holding companies that hold the Sellers’ collective 100% equity interest in the Aera Companies. Following receipt of this proposal, CRC senior management, together with representatives of Deloitte, CRC’s tax advisors with respect to the potential combination, and representatives of Sullivan & Cromwell, began evaluating the proposed alternative structure.

On January 23, 2024, members of CRC management, together with representatives of Deloitte and Sullivan & Cromwell, met with members of Aera senior management to discuss tax and accounting due diligence questions. In addition, representatives of Latham & Watkins shared a revised draft of the merger agreement with Sullivan & Cromwell. The revised draft merger agreement included changes to (i) restore a heightened “reasonable best efforts” regulatory efforts standard, (ii) increase the termination fee payable by CRC in certain circumstances following a change of recommendation to $50 million, or $100 million if such change of recommendation is made in connection with an Acquisition Proposal, (iii) the scope of the representations and warranties and covenants of the parties, and (iv) reflect ongoing negotiations regarding allocation of closing risk between the parties. The revised draft of the merger agreement also included a customary non-solicitation covenant.

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On January 24, 2024, representative of CRC, CPPIB and IKAV met in Los Angeles, California to discuss, among other things, the previously described unresolved points in the transaction documents and open diligence matters. Certain of such meetings were attended in person by representatives of Sullivan & Cromwell and telephonically by representatives of Latham & Watkins.

On each of January 25 and 26, 2024, representatives of CRC, Aera, CPPIB, IKAV, Sullivan & Cromwell and Latham & Watkins met in Los Angeles, California to discuss, among other things, the previously described unresolved points in the transaction documents.

On January 29, 2024, the Board of Directors met, together with members of CRC senior management and representatives of Citi, Jefferies and Sullivan & Cromwell. Mr. Leon updated the Board of Directors with respect to the ongoing discussions, valuation matters, potential capital return priorities post-closing, financing plans, and employee retention considerations with respect to Aera. The Board of Directors provided guidance and direction on these topics. Representatives of each of Citi and Jefferies then reviewed their respective preliminary financial analyses with the Board of Directors. Representatives of Sullivan & Cromwell then reviewed the unresolved points in the transaction documents, and received guidance and direction from the Board of Directors.

Later on January 29, 2024, representatives of Sullivan & Cromwell shared a revised draft of the merger agreement with Latham & Watkins. The revised draft merger agreement included changes to (i) not require CRC to accept certain regulatory remedies, including specifically possible divestitures, while accepting a “reasonable best efforts” regulatory efforts standard, (ii) revisions to the scope of the representations and warranties and covenants of the parties to reflect negotiations, and (iii) reflect ongoing negotiations regarding allocation of closing risk between the parties, (iv) reflect the transaction structure shared with Sullivan & Cromwell by Latham & Watkins on January 22, 2024, and (v) provide for a customary pre-closing debt marketing period.

Also on January 29, 2024, representatives of Latham & Watkins shared with Sullivan & Cromwell an initial draft of the Aera disclosure letter.

On January 30, 2024, members of Aera’s management answered due diligence questions from members of CRC’s senior management and representatives of Sullivan & Cromwell, Citi and Jefferies. Such meeting was attended virtually by Aera senior management and representatives of CPPIB, IKAV, Wells Fargo and Latham & Watkins.

On January 31, 2024, representatives of CRC, Aera, IKAV, CPPIB, Sullivan & Cromwell and Latham & Watkins met in Los Angeles, California to discuss unresolved points in the transaction documents and remaining due diligence items. Also on January 31, 2024, representatives of Latham & Watkins and representatives of Sullivan & Cromwell exchanged revised drafts of the form stockholder agreement. The exchanged drafts of the stockholder agreement included the following changes, among others: (i) the Latham & Watkins draft included exceptions to the transfer and standstill restrictions, which were rejected in the subsequent Sullivan & Cromwell draft; (ii) the Latham & Watkins draft included Board of Directors observer rights, which were rejected in the subsequent Sullivan & Cromwell draft; and (iii) the Latham & Watkins draft proposed that the stockholding threshold for director nomination rights would be at least 5% of the issued and outstanding common stock, which was revised in the Sullivan & Cromwell draft to at least 7.5% of the issued and outstanding common stock on a fully diluted basis.

On February 1, 2024, representatives of CRC, Aera, IKAV, CPPIB, Sullivan & Cromwell and Latham & Watkins met in Los Angeles, California to continue discussing unresolved points. Also on February 1, 2024, representatives of Latham & Watkins shared a revised draft of the merger agreement, form stockholder agreement and a term sheet setting out the terms by which Sellers would retain certain real property interests and related property assets owned by Aera with representatives of Sullivan & Cromwell, and each exchanged drafts of the registration rights agreement. The revised draft merger agreement included changes to (i) increase the post-termination expense reimbursement obligations of CRC in certain circumstances, and (ii) adding an

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additional three-month extension to the “drop dead date.” The revised draft stockholder agreement reduced the stockholding threshold at which director nomination rights would cease to 5% of the issued and outstanding shares of common stock on a fully diluted basis, which was accepted (see the section entitled “The Merger Agreement—Stockholder Agreements”).

On February 2, 2024, the Compensation Committee of the Board of Directors met, together with members of CRC senior management and a representative of the Compensation Committee’s independent compensation consultant, Lyons, Benenson & Co. Inc., to discuss Aera’s employee base, compensation and benefits, severance (including in connection with a change in control) and potential retention incentives.

Also on February 2, 2024, representatives of CRC, Aera, IKAV, CPPIB, Sullivan & Cromwell and Latham & Watkins met in Los Angeles, California to continue discussing unresolved points, including responsibility for transaction expenses and the transaction structure. Also on February 2, 2024, representatives of CRC, Aera, IKAV, CPPIB, Sullivan & Cromwell, Latham & Watkins, Deloitte, and CPPIB’s tax advisor and IKAV’s tax advisor discussed the proposed structure for the potential combination.

In the following days, representatives of CRC, IKAV and CPPIB continued to discuss and finalize unresolved points, and following subsequent discussions between Sullivan & Cromwell and Latham & Watkins, the parties exchanged and finalized drafts of the transaction documents, which were revised to address, among other things, the agreed upon tax structure, the scope of representations and warranties and interim operating covenants, and giving either party the ability to extend the “drop dead date” through May 7, 2025. For additional information regarding the final terms of the merger agreement and other transaction documents, see the section entitled “The Merger Agreement” and the copy of the merger agreement attached as Annex A to this proxy statement.

On February 4, 2024, CRC’s debt financing sources agreed to add an additional three-month extension to the “drop dead date” to match the drop dead date included in the draft merger agreement. The final terms of the debt commitments provided for a committed bridge loan facility (the “Bridge Facility”) in an aggregate amount of up to $500 million. In connection with the signing of the merger agreement CRC also entered into a commitment letter with its debt financing sources to backstop an amendment to, or replacement of, CRC’s existing $630 million revolving credit facility in order to, among other things, permit the incurrence of the Bridge Facility.

On February 5, 2024, representatives of CRC management and Sullivan & Cromwell participated in a call with the underwriters of CRC’s representations and warranties insurance policy and the underwriter’s representatives. Subsequently, CRC conditionally bound the representations and warranties insurance policy concurrently with execution of the merger agreement.

On February 6, 2024, the Board of Directors met, together with members of CRC senior management and representatives of Citi, Jefferies and Sullivan & Cromwell. Mr. Leon updated the Board of Directors with respect to, among other things, transaction value metrics and the financing commitments that would be entered into concurrently with execution of the merger agreement. A representative of Sullivan & Cromwell provided to the Board of Directors a full description of the terms of the merger agreement and other transaction documents. Jefferies then reviewed with the Board of Directors its financial analysis and rendered to the Board of Directors an oral opinion, which was confirmed by delivery of a written opinion later that day and dated as of February 6, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the aggregate consideration to be paid by CRC pursuant to the merger agreement was fair, from a financial point of view, to CRC. Following discussion, the Board of Directors unanimously (i) determined that the merger agreement, the mergers and the issuance of common stock pursuant to the merger agreement are fair to, and in the best interests of, CRC and (ii) approved and declared advisable the merger agreement, the mergers and the issuance of common stock pursuant to the merger agreement. In addition, the Board of Directors unanimously approved and declared advisable entry into the Commitment Letters (as defined in the section “The Merger

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Agreement—Covenants”). In approving the Commitment Letters, including in connection with considering such arrangements at prior meetings, the Board of Directors was aware of Citi’s role as one of our two financial advisors in connection with the transactions contemplated by the merger agreement, Citi’s prior and existing banking relationship with CRC, including its role as administrative and collateral agent under CRC’s current reserve-based lending revolving credit facility, and its participation in the Financing arrangements.

On February 7, 2024, prior to the opening of the financial markets in New York City, the parties executed the merger agreement, and CRC issued a press release announcing the same.

At the closing, CRC intends to terminate Aera’s RBL and Second Lien Credit Facility and to receive increased commitments under its reserve-based lending revolving credit facility to accommodate the size of the combined company.

Recommendation of the Board of Directors and its Reasons for its Determination

On February 6, 2024, the Board of Directors unanimously (i) determined that the merger agreement, the mergers and the issuance of common stock pursuant to the merger agreement are fair to, and in the best interests of, CRC and (ii) approved and declared advisable the merger agreement, the mergers and the issuance of common stock pursuant to the merger agreement. The Board of Directors unanimously recommends that CRC stockholders vote “FOR” the stock issuance proposal and “FOR” the adjournment proposal.

In reaching its determination, the Board of Directors considered a number of factors, including the principal factors mentioned below (not necessarily presented in order of relative importance).

Strategic Considerations

Other Factors Considered by the Board of Directors

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The Board of Directors also considered and balanced against the potentially positive factors a number of uncertainties, risks and other countervailing factors in its deliberations concerning the merger agreement and the transactions contemplated thereby, including the following (not necessarily presented in order of relative importance):

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After taking into account the factors set forth above, as well as others, the Board of Directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the transaction were outweighed by the potential benefits of the transaction to CRC.

The foregoing discussion of factors considered by CRC is not intended to be exhaustive but summarizes the material factors considered by the Board of Directors. In light of the variety of factors considered in connection with their evaluation of the merger agreement and the mergers, CRC did not find it practicable to, and did not, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Board of Directors applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board of Directors based its recommendation on the totality of the information presented, including discussions with CRC’s senior management and the Board of Directors’ outside legal counsel and financial advisors.

It should be noted that this explanation of the reasoning of the Board of Directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 19 of this proxy statement.

Opinion of Jefferies LLC

In November 2023, CRC retained Jefferies to act as a financial advisor in connection with a possible acquisition or other business transaction or series of related transactions involving all or a majority of the equity in or assets of the Aera Companies. As part of that engagement, CRC requested that Jefferies evaluate the fairness, from a financial point of review, to CRC of the aggregate consideration to be paid by CRC pursuant to the merger agreement. At a meeting of the Board of Directors on February 6, 2024, Jefferies’ rendered an oral opinion, followed by delivery of a written opinion dated as of the same date, to the Board of Directors to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies as set forth in its opinion, the aggregate consideration to be paid by CRC pursuant to the merger agreement was fair, from a financial point of view, to CRC.

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The full text of the written opinion of Jefferies, dated as of February 6, 2024, is attached hereto as Annex B. Jefferies’ opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. CRC encourages you to read Jefferies’ opinion carefully and in its entirety. Jefferies’ opinion was directed to the Board of Directors and addresses only the fairness, from a financial point of view, of the aggregate consideration to be paid by CRC pursuant to the merger agreement as of the date of the opinion to CRC. It does not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to CRC, nor does it address the underlying business decision by CRC to engage in the mergers or the terms of the merger agreement or the documents referred to therein. Jefferies’ opinion does not constitute a recommendation as to how any CRC stockholder should vote on the stock issuance proposal or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

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

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

With respect to the financial forecasts provided to Jefferies and, at the direction of the Board of Directors, reviewed by Jefferies, Jefferies’ opinion noted that projecting the future results of any company is inherently subject to uncertainty. With respect to the projections for each of CRC and the Aera Companies, prepared by CRC management and provided to Jefferies by CRC, the Board of Directors informed Jefferies, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgment of CRC management as to the future financial performance of CRC and the Aera Companies, as the case may be. The projections used in connection with Jefferies’ cash flow and valuation analyses excluded any expected synergies of the combined company. Jefferies expressed no opinion as to such

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financial forecasts or the assumptions on which they were made, nor did Jefferies express any opinion as to any potential pro forma effects of the transactions contemplated by the merger agreement, including the mergers.

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

Jefferies made no independent investigation of, and expressed no view or opinion as to, any legal or accounting matters affecting CRC or the Aera Companies, and Jefferies assumed the correctness in all respects material to its analysis of all legal, accounting and tax advice given to CRC and the Board of Directors, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the merger agreement to CRC. Jefferies assumed that the final form of the merger agreement would be substantially similar to the last draft reviewed by Jefferies in all respects material to Jefferies’ opinion. Jefferies also assumed that the transactions contemplated by the merger agreement would be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any term, condition or agreement. Jefferies assumed that in the course of obtaining the necessary regulatory or third-party approvals, consents and releases for the mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on CRC or the contemplated benefits of the mergers, in any respect material to Jefferies’ opinion. For purposes of its opinion, Jefferies did not take into account any potential adjustment to the aggregate consideration pursuant to the merger agreement and Jefferies assumed, with the permission of the Board of Directors, that the aggregate dividend amount would be zero. Jefferies expressed no opinion as to the price shares of common stock or any other securities of CRC would trade at any future time.

Jefferies’ opinion was for the use and benefit of the Board of Directors (in its capacity as such) in its consideration of the transactions contemplated by the merger agreement, and its opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to CRC, nor did it address the underlying business decision by CRC to engage in the transactions contemplated by the merger agreement, including the mergers. Jefferies’ opinion does not constitute a recommendation as to how any holder of common stock should vote or act with respect to any matter related to the mergers, including, without limitation, with respect to approval of the issuance of common stock pursuant to the merger agreement.

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

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

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are

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beyond the parties’ and Jefferies’ control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the per share value of common stock do not purport to be appraisals or to reflect the prices at which the common stock may actually be sold or acquired. The analyses performed were prepared solely as part of Jefferies’ analysis of the fairness, from a financial point of view, of the aggregate consideration to be paid by CRC pursuant to the merger agreement, and were provided to the Board of Directors in connection with the delivery of Jefferies’ opinion.

The following is a summary of the material financial and comparative analyses performed by Jefferies in connection with Jefferies’ delivery of its opinion and that was presented to the Board of Directors on February 6, 2024. The financial analyses summarized below include information presented in tabular format. In order to understand fully Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The following summary does not purport to be a complete description of the financial analyses performed by Jefferies and factors considered in connection with Jefferies’ opinion. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 5, 2024, and is not necessarily indicative of current or future market conditions.

The Aera Companies’ Standalone Financial Analyses

Discounted Cash Flow Analysis

Using the Aera Companies Forecasts (as defined below) prepared by CRC management, Jefferies performed a discounted cash flow analysis of the Aera Companies on a stand-alone basis. Jefferies performed this discounted cash flow analysis using both Wall Street analyst consensus pricing estimates for Brent crude oil (“Brent Consensus Pricing”) and Brent oil prices listed on the NYMEX as of January 25, 2024 (“Brent Strip Pricing”), and used an average of PG&E and SoCal City Gate pricing for natural gas as of January 25, 2024. Jefferies calculated the unlevered free cash flows of the Aera Companies for calendar years 2024 through 2028, which it calculated as Adjusted EBITDAX (as provided in the Aera Companies Forecasts), less capital expenditures, cash taxes and deferred and contingent payments of $77 million in 2024 and $6 million in 2025 (as estimated and provided for Jefferies use by CRC management) to the prior owners of Aera arising from the February 2023 acquisition of Aera by the Sellers. Jefferies then calculated the terminal value of the Aera Companies by applying a range of multiples of Adjusted EBITDAX in the terminal year of 3.0x to 3.3x, which range was selected by Jefferies in its professional judgment, to estimated terminal year Adjusted EBITDAX in 2028 for the Aera Companies, based on the Aera Companies Forecasts. The present values of the unlevered free cash flows and the terminal value of the Aera Companies were then calculated using discount rates ranging from 8.7% to 9.7%, which rates were based on the estimated weighted average cost of capital for the Aera Companies. Jefferies determined ranges of implied enterprise values for the Aera Companies by adding the range of present values it derived above for the Aera Companies’ unlevered free cash flows and terminal values. Jefferies then subtracted from the range of illustrative enterprise values it derived for the Aera Companies, the Aera Companies’ estimated total net debt and estimated net working capital deficit as of December 31, 2023, and the estimated make-whole premium payable with respect to certain debt of the Aera Companies assuming a closing date of June 30, 2024, in the aggregate amount of $1,040 million, as estimated and provided for Jefferies’ use by CRC management. This analysis indicated a range of implied equity values of $1.764 billion to $1.993 billion using Brent Consensus Pricing, and $1.368 billion to $1.557 billion using Brent Strip Pricing.

Net Asset Value Analysis

Jefferies performed a net asset value analysis of the Aera Companies. Jefferies calculated indications of the present value of the unlevered, asset-level free cash flows that the Aera Companies could be expected to generate

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from existing proved developed reserves, development plans for proved undeveloped reserves and development of additional undeveloped reserves using the Aera Companies Forecasts. Jefferies performed this net asset value analysis using both Brent Consensus Pricing and Brent Strip Pricing for estimated oil prices, and used an average of PG&E and SoCal City Gate pricing for natural gas, in each case reflecting commodity prices as of January 25, 2024. Jefferies calculated indications of net present values of the asset-level free cash flows for the Aera Companies using discount rates ranging from 8.7% to 9.7%, reflecting an estimate of the Aera Companies’ weighted average cost of capital. Jefferies then calculated indications of the Aera Companies’ net asset value by subtracting from the indications of the pre-tax future cash flows for such reserves (i) the present value of general and administrative expenses, cash taxes payable by the Aera Companies, and estimated losses on mark to market commodity hedges, calculated using the Aera Companies Forecasts, and by applying discount rates ranging from 8.7% to 9.7%, which reflect an estimate of the Aera Companies’ weighted average cost of capital, and (ii) estimates of the Aera Companies’ deferred and contingent payment obligations, net debt, net working capital deficit, and the make whole premium payable with respect to certain debt of the Aera Companies assuming a closing date of June 30, 2024, in the aggregate amount of $1.122 billion, as estimated and provided for Jefferies’ use by CRC management. This analysis implied a range of net asset values of the Aera Companies from $1.473 billion to $1.577 billion using Brent Consensus Pricing, and $999 million to $1.069 billion using Brent Strip Pricing.

Comparable Public Company Analysis

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

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

Estimated EBITDAX and free cash flow for the Aera Selected Companies was based on market data and Capital IQ consensus estimates as of February 5, 2024. For this analysis, Jefferies assumed Brent Consensus Pricing for oil and the average of PG&E and SoCal City Gate pricing for natural gas as of January 25, 2024. For purposes of calculating the estimated operating cash flow of the Aera Companies for 2024, Jefferies subtracted interest

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expense of $98 million from 2024 estimated Adjusted EBITDAX of $815 million, as estimated and provided for Jefferies’ use by CRC management. This analysis indicated the following:

Aera Selected Companies

Using the reference ranges for the benchmarks set forth below, which ranges were selected based on the 25^th to 75^th percentile metrics of the Aera Selected Companies, the Aera Companies Forecasts and the current production of the Aera Companies of 76.8 thousand barrels of oil equivalent per day, as provided by CRC management, Jefferies determined ranges of implied total enterprise values for the Aera Companies, then adjusted for estimates of the Aera Companies’ deferred and contingent payment obligations, net debt, net working capital deficit, and the make whole premium payable with respect to certain debt of the Aera Companies assuming a closing date of June 30, 2024, in each case as provided by CRC management, to determine ranges of implied equity values of the Aera Companies. This analysis indicated the ranges of implied equity values set forth opposite the relevant benchmarks below.

CRC Standalone Financial Analyses

Discounted Cash Flow Analysis

Given the characteristics of the businesses in which CRC operates, Jefferies performed a separate discounted cash flow analysis of each of CRC’s traditional energy business and CRC’s carbon management business.

Discounted Cash Flow Analysis—Traditional Energy Business

Using the CRC Forecasts (as defined below), Jefferies performed a discounted cash flow analysis of CRC’s traditional energy business on a stand-alone basis. Jefferies performed the discounted cash flow analysis using both Brent Consensus Pricing and Brent Strip Pricing for oil, and used an average of PG&E and SoCal City Gate pricing for natural gas, in each case reflecting commodity prices as of January 25, 2024. Jefferies calculated the unlevered free cash flows of CRC’s traditional energy business for calendar years 2024 through 2028, which it calculated as Adjusted EBITDAX, less capital expenditures and less cash taxes, adjusting for changes in net working capital and reversing non-cash expenses, in each case of CRC’s traditional energy business. Jefferies then calculated the terminal value of CRC’s traditional energy businesses by applying a range of Adjusted EBITDAX multiples in the terminal year of 3.0x to 3.3x, which range was selected by Jefferies in its professional judgment, to estimated terminal year Adjusted EBITDAX in 2028 for CRC’s traditional energy business based on the CRC Forecasts. The present values of the unlevered free cash flows and the terminal values of CRC’s

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traditional energy business were then calculated using discount rates ranging from 8.6% to 9.6%, which rates were based on the estimated weighted average cost of capital for CRC. Jefferies determined ranges of implied enterprise values for CRC’s traditional energy business by adding the ranges of present values it derived above for the unlevered free cash flows for the traditional energy business and the ranges of terminal values it derived above for the traditional energy business, using Brent Consensus Pricing and Brent Strip Pricing. Jefferies then subtracted from the ranges of illustrative enterprise values it derived for the traditional energy business CRC’s net debt of $116 million, as estimated and provided by CRC management. This analysis indicated a range of implied equity values for CRC’s traditional energy business of $3.494 billion to $3.817 billion using Brent Consensus Pricing for oil and $2.850 billion to $3.121 billion using Brent Strip Pricing.

Discounted Cash Flow Analysis—Carbon Management Business

Using the CRC Forecasts, Jefferies then performed a discounted cash flow analysis of CRC’s carbon management business on a stand-alone basis. Jefferies calculated the unlevered free cash flows of CRC’s carbon management business for calendar years 2024 through 2028, which it calculated as Adjusted EBITDAX, less capital expenditures, cash taxes and acceleration of asset retirement obligations in each case of CRC’s carbon management business. Jefferies then calculated the terminal value of CRC’s carbon management business by applying a range of Adjusted EBITDAX multiples in the terminal year of 6.9x to 8.6x, which range was selected by Jefferies in its professional judgment, to estimated terminal year Adjusted EBITDAX of $169 million for CRC’s carbon management business, based on the CRC Forecasts. The present values of the unlevered free cash flows and the terminal values of CRC’s carbon management business were then calculated using discount rates ranging from 11.1% to 12.1%, which rates were based on the estimated weighted average cost of capital for CRC. Jefferies determined a range of implied equity values for CRC’s carbon management business by adding the range of present values it derived above for the unlevered free cash flows for the carbon management business and the range of present values it derived for the terminal value of CRC’s carbon management business. This analysis indicated a range of implied equity values for CRC’s carbon management business of $653 million to $857 million.

Transaction Consideration Implied by Discounted Cash Flow Analysis

Using the discounted cash flow analysis described above, Jefferies calculated the implied range of equity values for the consideration to be paid by CRC in the mergers. Jefferies added the illustrative equity values it derived from the discounted cash flow analysis for CRC’s traditional energy business, and the illustrative equity values it derived from the discounted cash flow analysis for CRC’s carbon management business. Jefferies then divided the result by the number of fully diluted shares of CRC of 71.4 million, which was provided to Jefferies by CRC management. This analysis indicated a range of implied present values per share for common stock of $58.06 to $65.44 using Brent Consensus Pricing and $49.05 to $55.69 using Brent Strip Pricing, as compared to $46.21, the closing price per share of common stock on February 5, 2024.

Net Asset Value Analysis

Jefferies performed a net asset value analysis of CRC’s traditional energy business. Jefferies calculated indications of the present value of the unlevered, asset-level free cash flows that CRC could be expected to generate from its existing proved developed reserves, its development plan for proved undeveloped reserves and development of additional undeveloped reserves using the CRC Forecasts. Jefferies performed this net asset value analysis using both Brent Consensus Pricing and Brent Strip Pricing and used an average of PG&E and SoCal City Gate pricing for natural gas, in each case reflecting commodity prices as of January 25, 2024. Jefferies calculated indications of net present values of the asset-level free cash flows for CRC using discount rates ranging from 8.6% to 9.6%, reflecting an estimate of CRC’s weighted average cost of capital. Jefferies then calculated indications of CRC’s illustrative net asset value by adding to the indications of the pre-tax future cash flows for such reserves (i)(A) the illustrative value ranges for CRC’s carbon management business it derived from the discounted cash flow analysis described above, and (B) the ranges of present values it derived for

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CRC’s other revenues and expenses, including revenues and costs relating to CRC’s Elk Hills power plant, marketing revenues and expenses, and expenditures for mechanical integrity, facility operations, environmental sustainability and capital projects, as estimated by CRC management, and calculated by Jefferies using discount rates ranging from 8.6% to 9.6%, reflecting an estimate of CRC’s weighted average cost of capital, and subtracting (ii) (A) the present value of general and administrative expenses, (B) the present value of cash taxes payable by CRC, (C) the present value of estimated mark to market commodity hedges, and (D) CRC’s net debt of $116 million as of September 30, 2023, calculated using the CRC Forecasts, CRC net debt estimates provided by CRC management and by applying discount rates ranging from 8.6% to 9.6% which reflect an estimate of CRC’s weighted average cost of capital. Based on the fully diluted share count of 71.4 million shares as provided to Jefferies by CRC management, this analysis indicated a range of implied present values per share for common stock of $58.59 to $64.82 using Brent Consensus Pricing and $50.31 to $55.99 using Brent Strip Pricing, compared to $46.21, the closing price per share of common stock on February 5, 2024.

Comparable Public Company Analysis

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

In its analysis, Jefferies derived multiples for the CRC Selected Companies. This analysis was based on market data and Capital IQ consensus estimates as of February 5, 2024, and commodity price assumptions using Brent Consensus Pricing and the average of PG&E and SoCal City Gate pricing for natural gas, in each case reflecting commodity prices as of January 25, 2024. For purposes of calculating the estimated operating cash flow of CRC for 2024, Jefferies subtracted interest expense of $45 million from Adjusted EBITDAX of $808 million, as estimated and provided for Jefferies’ use by CRC management. This analysis indicated the following:

CRC Selected Companies

Using the reference ranges for the benchmarks set forth below, which ranges were selected based on the 25^th to 75^th percentile metrics of the CRC Selected Companies, the CRC Forecasts and the current production of CRC of 85.4 thousand barrels of oil equivalent per day as provided by CRC management, Jefferies determined ranges of implied total enterprise values for CRC, then adjusted for net debt estimates of $116 million, as estimated and provided for Jefferies’ use by CRC management, to determine ranges of implied equity values of CRC. This

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analysis indicated the ranges of implied equity values set forth opposite the relevant benchmarks below, compared to $46.21, the closing price per share of common stock on February 5, 2024:

General

Jefferies’ opinion was one of many factors taken into consideration by the Board of Directors in making its determination to approve the proposed transactions contemplated by the merger agreement and should not be considered determinative of the view of the Board of Directors with respect to the proposed transactions contemplated by the merger agreement.

Jefferies was selected by the Board of Directors based on Jefferies’ qualifications, expertise and reputation. Jefferies is an internationally recognized investment banking and advisory firm. Jefferies, as part of its investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

Jefferies was engaged by CRC to act as financial advisor to CRC in connection with a possible sale, disposition or other business transaction or series of related transactions involving the acquisition of all or a material portion of the equity or assets of the Aera Companies. Pursuant to Jefferies’ engagement as financial advisor to CRC and as a result of CRC’s entry into the merger agreement and other transactions contemplated therein, Jefferies will receive a fee for its services. CRC has agreed to pay Jefferies a fee of $12.0 million, $1.5 million of which was payable upon delivery of Jefferies’ opinion, and the remainder of which is payable upon the closing of the mergers. No portion of the opinion fee was contingent on the conclusion expressed in Jefferies’ opinion. CRC has agreed to reimburse Jefferies for certain out-of-pocket expenses (including fees and expenses of its counsel) and to indemnify Jefferies and its affiliates against certain liabilities arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement. In the past, Jefferies has provided financial advisory and financing services to CRC and may continue to do so, and has received, and may receive, fees for the rendering of such services. Specifically, during the two years prior to the date of its opinion, Jefferies received fees in the aggregate amount of $1.0 million from CRC in connection with acting as a joint active bookrunner in CRC’s offering of senior unsecured notes and providing financial advisory services. In the ordinary course of its business, Jefferies and its affiliates may trade or hold securities of CRC or the Aera Companies and/or their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In addition, Jefferies may seek to, in the future, provide financial advisory and financing services to CRC, the Aera Companies or entities that are affiliated with CRC or the Aera Companies, for which Jefferies would expect to receive compensation. Jefferies’ opinion may not be used or referred to by CRC, or quoted or disclosed to any person in any manner, without Jefferies’ prior written consent.

Certain Unaudited Forecasted Financial Information

CRC does not, as a matter of course, make public long-term forecasts or internal projections as to future performance, revenues, production, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the Board of Directors’ evaluation of the mergers, CRC’s management prepared and provided to the Board of Directors certain unaudited internal financial

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forecasts with respect to CRC on a stand-alone basis and the Aera Companies on a stand-alone basis (collectively, the “forecasted financial information”). The forecasted financial information was provided by CRC to Citi for its use and reliance in connection with its financial analysis of the mergers, and to Jefferies for its use and reliance in connection with its financial analyses of the mergers and opinion as described in the section entitled “The Mergers—Opinion of Jefferies LLC.” The inclusion of this forecasted financial information should not be regarded as an indication that CRC or its directors, officers, advisors or other representatives or any other recipient of this forecasted financial information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

The forecasted financial information includes non-GAAP financial measures, including Adjusted EBITDAX and unlevered pre-tax free cash flow. Please see the tables below for a description of how CRC defines these non-GAAP financial measures. CRC believes that Adjusted EBITDAX and unlevered pre-tax free cash flow provide information useful in assessing operating and financial performance across periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and non-GAAP financial measures used by CRC may not be comparable to similarly titled measures used by other companies.

Financial measures included in forecasts (including the forecasted financial information) provided to a financial advisor are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC if and to the extent such financial measures are included in the forecasts provided to the financial advisor for the purpose of rendering an opinion that is materially related to a business combination transaction and the forecasts are being disclosed in order to comply with the SEC rules or requirements under state or foreign law, including case law regarding disclosure of the financial advisor’s analyses. Therefore the forecasted financial information is not subject to the SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Jefferies for purposes of its opinion to the Board of Directors, as described above in the section entitled “The Mergers—Opinion of Jefferies LLC” beginning on page 44, respectively, or by the Board of Directors in connection with its consideration of the mergers. Accordingly, no reconciliation of the financial measures included in the forecasted financial information is provided.

The forecasted financial information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the forecasted financial information reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of CRC’s management team, including, among others, estimates and assumptions related to CRC’s and the Aera Companies’ future results, oil and gas industry activity, commodity prices, demand for crude oil and natural gas, the availability of financing to fund the exploration and development costs associated with the respective projected drilling programs, takeaway capacity and the availability of services in the areas in which CRC and the Aera Companies operate, general economic and regulatory conditions, and other matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements,” “Where You Can Find More Information” and “Risk Factors.” The forecasted financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Neither CRC nor its directors, officers, advisors or other representatives can give assurance that the forecasted financial information and the underlying estimates and assumptions will be realized. This forecasted financial information constitutes “forward-looking statements” and actual results may differ materially and adversely from those set forth below.

The forecasted financial information was not prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Neither KPMG LLP nor BDO USA, P.C. any other independent accountant has compiled, reviewed, examined, performed any other assurance procedures, or expressed any form of assurance with respect to the forecasted financial information. The report of KPMG LLP

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incorporated by reference in this proxy statement relates to the CRC’s historical audited financial statements and does not extend to the forecasted financial information and should not be read to do so. The report of BDO USA, P.C. included elsewhere in this proxy statement relates to the Aera Parent’s historical audited consolidated and combined financial statements and does not extend to the forecasted financial information and should not be read to do so. The forecasted financial information has been prepared by, and is the responsibility of, management of CRC and has not been audited, reviewed or examined by any independent accounting firm.

The forecasted financial information does not take into account any circumstances or events occurring after the date it was prepared. CRC cannot give assurance that, had the forecasted financial information been prepared either as of the date of the merger agreement or as of the date of this proxy statement, similar estimates and assumptions would be used. Except as required by applicable securities laws, CRC does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the forecasted financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even if any or all of the underlying assumptions are shown to be inappropriate, including with respect to the accounting treatment of the mergers under GAAP, or to reflect changes in general economic or industry conditions. The forecasted financial information does not take into account the possible financial and other effects of the mergers on CRC or the Aera Companies, the effect on CRC or the Aera Companies of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the mergers. Further, the forecasted financial information does not take into account the effect on CRC or the Aera Companies of any possible failure of the mergers to occur. Neither CRC nor any of its directors, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any CRC stockholder or other person regarding CRC’s or the Aera Companies’ ultimate performance compared to the information contained in the forecasted financial information or that the forecasted financial information will be achieved. The inclusion of the forecasted financial information herein should not be deemed an admission or representation by CRC or its directors, officers, advisors or other representatives or any other person that it is viewed as material information of CRC or the Aera Companies, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the forecasted financial information included below is not being included in this proxy statement in order to influence any CRC stockholder’s decision or to induce any CRC stockholder to vote in favor of any of the proposals set forth in this proxy statement, but is being provided solely because it was made available to the Board of Directors in connection with its evaluation of the mergers, to Citi for its use and reliance in connection with the financial analysis of the mergers, and to Jefferies for its use and reliance in connection with its financial analyses of the mergers and opinion as described in the section entitled “The Mergers—Opinion of Jefferies LLC.”

In light of the foregoing, and considering that CRC stockholders will vote on the proposals set forth in this proxy statement after the forecasted financial information was prepared, as well as the uncertainties inherent in any forecasted information, CRC stockholders are cautioned not to place undue reliance on such information.

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Forecasted Financial Information

In preparing the prospective financial and operating information for CRC (the “CRC Forecasts”) and the Aera Companies (the “Aera Companies Forecasts”) described below, the management team of CRC used the following price assumptions, which were based on market pricing as of January 25, 2024.

The forecasted financial information was prepared by CRC management and provided to the Board of Directors in connection with its evaluation of the mergers, to Citi for its use and reliance in connection with its financial analyses of the mergers, and to Jefferies for its use and reliance in connection with its financial analyses of the mergers and opinion as described in the section entitled “The Mergers—Opinion of Jefferies LLC.” In addition to the assumptions with respect to commodity prices described above, the forecasted financial information was prepared based on various other assumptions, including, but not limited to, assumptions relating to the following: general and administrative costs; no unannounced acquisitions; assumptions regarding forecasted production information based on the application of risk factors thereto for known and unknown operational- and weather-related downturn in the forward-looking period; outstanding debt during applicable periods; the availability and cost of capital; the level of production of crude oil and natural gas; ongoing investments in infrastructure in CRC’s existing entities consistent with historical level; no material fluctuations in interest rate assumptions; no material regulatory changes or changes in U.S. law or practice; expected pricing differentials; and other general business, market and financial assumptions.

For purposes of the prospective financial and operating information of CRC and the Aera Companies set forth below, natural gas volumes have been converted to Boe based on the equivalence of energy content of six Mcf of natural gas to one Boe. Barrels of oil equivalence does not necessarily result in price equivalence.

The following table sets forth certain summarized prospective financial and operating information of CRC for the fiscal years 2024-2028 on a stand-alone basis prepared by CRC management.

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Adjusted EBITDAX has limitations as a financial metric and should not be considered in isolation or as a substitute for analysis of CRC’s results as reported under U.S. GAAP or as an alternative to net income (loss), operating income (loss) or any other measure of financial performance presented in accordance with U.S. GAAP.

Pre-tax free cash flow has limitations as a financial metric and should not be considered in isolation or as a substitute for analysis of CRC’s results as reported under GAAP or as an alternative to net cash provided by operating activities or any other measure of financial performance presented in accordance with GAAP.

The following table sets forth certain summarized prospective financial and operating information of the Aera Companies for the fiscal years 2024-2028 on a stand-alone basis prepared by CRC management.

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CRC DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE FORECASTED FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTED FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Indemnification; Directors’ and Officers’ Insurance

The subsequent surviving company and its subsidiaries, to the fullest extent permitted by law, will indemnify, defend and hold harmless (and advance expenses in connection therewith) all persons who at or prior to subsequent effective time were directors or officers of any Aera Holding Company or any of its subsidiaries against all losses incurred in connection with any threatened or actual proceeding to which such person is party or is otherwise involved based, in whole or in part, out of the fact that such person was a director or officer of any Aera Holding Company or any of the Aera Holding Companies’ subsidiaries. In addition, the merger agreement provides, for a period of six years following the effective time, the right to be covered by a directors’ and officers’ liability insurance policy purchased by the Aera Holding Companies. For additional information, see “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance.”

Interests of CRC’s Directors and Executive Officers in the Mergers

Other than continuing roles as directors or executive officers of CRC after the effective time, the members of the Board of Directors and CRC executive officers do not have any interests in the mergers that may be different from, or in addition to, the interests of CRC stockholders generally.

Listing of Common Stock

Pursuant to the merger agreement, CRC has agreed to take all actions reasonably necessary to cause the common stock to be issued in the mergers to be approved for listing on the NYSE prior the effective time, subject to official notice of issuance. It is a condition to the obligation of the parties to complete the mergers that the shares of common stock issuable pursuant to the merger agreement have been approved for listing on the NYSE, upon official notice of issuance.

Accounting Treatment of the Mergers

The accounting guidance for business combinations requires the use of the acquisition method of accounting, which requires the determination of the acquirer, the purchase price (including liabilities assumed by the acquirer), the acquisition date, and an allocation of the purchase price to the fair value of the assets of the acquiree and the measurement of goodwill, if any. The mergers will be accounted for using the acquisition method of accounting, with CRC being treated as the accounting acquirer.

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Regulatory Matters

Under the HSR Act and the rules promulgated thereunder, the mergers cannot be completed until the parties to the merger agreement have given notification and furnished information to the FTC and the DOJ and until the applicable waiting period (and any extension of such period) has expired or has been terminated. On February 22, 2024, the parties gave notification and furnished information to the FTC and the DOJ. The applicable waiting period expired at 11:59 p.m., Eastern Time on March 25, 2024.

Under Section 203 of the FPA, the mergers cannot be completed until the prior authorization of FERC has been obtained and is effective. On February 27, 2024, the parties submitted to FERC an application for authorization of the transactions contemplated by the merger agreement under Section 203 of the FPA.

Under Section 310(d) of the Communications Act, the mergers cannot be completed until the consent of the FCC with regards to the transfer of control of certain Aera radio licenses has been obtained and become effective. On March 29, 2024, the parties submitted to the FCC an application for consent to the transfer of control of such Aera licenses. On April 10, 2024, the FCC issued a Public Notice that it had consented to the transfer of control of such Aera licenses.

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THE MERGER AGREEMENT

The following description sets forth the principal terms of the merger agreement, which is attached as Annex A and incorporated by reference into this proxy statement. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this description, which is summary by nature. This description does not purport to be complete and is qualified in its entirety by reference to the complete text of the merger agreement and may not provide all of the information about the merger agreement that might be important to you. You are encouraged to read the merger agreement carefully and in its entirety, as well as this proxy statement, before making any decisions regarding any of the proposals described in this proxy statement. This section is only intended to provide you with information regarding the terms of the merger agreement. CRC does not intend that the merger agreement serve as a source of business or operational information about CRC or the Aera Holding Companies or any of their respective subsidiaries or affiliates. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and in the public reports of CRC filed with the SEC, as described in “Where You Can Find More Information.”

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included solely to provide you with information regarding the terms of the merger agreement. Factual disclosures about CRC and the Aera Holding Companies and their respective subsidiaries or affiliates contained in this proxy statement or in the public reports of CRC filed with the SEC may supplement, update or modify the factual disclosures about CRC and the Aera Holding Companies and their respective subsidiaries or affiliates contained in the merger agreement. The representations, warranties and covenants contained in the merger agreement were made only for purposes of the merger agreement, as of a specific date. In addition, these representations, warranties and covenants were made solely for the benefit of the parties to the merger agreement and may be qualified and subject to important limitations agreed to by CRC and the Aera Holding Companies in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with a principal purpose of allocating risk between parties to the merger agreement rather than the purpose of establishing these matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC and, in some cases, were qualified by the matters contained in the confidential disclosures that CRC and the Aera Holding Companies each delivered in connection with the merger agreement, which disclosures were not included in the merger agreement attached to this proxy statement as Annex A. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the public filings made by CRC with the SEC.

Additional information about CRC and the Aera Holding Companies may be found elsewhere in this proxy statement or incorporated by reference herein. Please see the section entitled “Where You Can Find More Information.”

Structure of the Mergers

Upon satisfaction or waiver of the conditions to closing in the merger agreement, and in accordance with the Delaware Limited Liability Company Act and the Delaware General Corporation Law, IKAV Merger Sub will merge with and into IKAV Blocker, with IKAV Blocker surviving the merger as a wholly-owned subsidiary of CRC, CPP Merger Sub will merge with and into CPP Blocker, with CPP Blocker surviving the merger as a wholly-owned subsidiary of CRC, COI Merger Sub will merge with and into IKAV Co-Invest, with IKAV Co-Invest surviving the merger as a wholly-owned subsidiary of CRC, COI Merger Sub 2 will merge with and

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into IKAV Co-Invest Blocker 1, with IKAV Co-Invest Blocker 1 surviving the merger as a wholly-owned subsidiary of CRC, and COI Merger Sub 3 will merge with and into IKAV Co-Invest Blocker 2, with IKAV Co-Invest Blocker 2 surviving the merger as a wholly-owned subsidiary of CRC, and, immediately following the initial mergers, each surviving company or corporation (as applicable) of the initial mergers will merge with and into Subsequent Merger Sub, with Subsequent Merger Sub surviving the subsequent mergers as a wholly-owned subsidiary of CRC. Upon completion of the mergers, the Aera Companies will be indirect wholly-owned subsidiaries of CRC.

Closing

The closing of the initial mergers will take place at 9:00 a.m., Los Angeles time, on the third business day after the day on which the conditions to the closing set forth in the merger agreement have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the closing date, but subject to the satisfaction or waiver of such conditions) at the offices of Sullivan & Cromwell LLP in Los Angeles, California, or such other time or place as CRC and the Aera Holding Companies may agree in writing. However, if the Debt Marketing Period (as defined in the merger agreement) has not ended at the time the conditions to the closing set forth in the merger agreement have been satisfied or waived (other than conditions which by their nature cannot be satisfied until the closing date, but subject to the satisfaction or waiver of such conditions), the closing will occur on the earlier of (i) a date during the Debt Marketing Period specified by CRC on no less than three business days’ notice to the Aera Holding Companies and (ii) the third business day after the end of the Debt Marketing Period (subject in each case to the satisfaction or waiver by the party entitled to grant such waiver of all the conditions set forth in the merger agreement (other than conditions which by their nature cannot be satisfied until the closing date, but subject to the satisfaction or waiver of such conditions), or at such other time or place as CRC and the Aera Holding Companies may agree in writing.

As soon as practicable on the closing date after the closing, certificates of merger with respect to the initial mergers (the “initial certificates of merger”) will be filed with the Office of the Secretary of State of the State of Delaware. The initial mergers will become effective upon the filing and acceptance of the initial certificates of merger, or at such later time as shall be agreed upon in writing by CRC and the Aera Holding Companies and specified in the initial certificates of merger.

As soon as practicable on the closing date after the closing, following the initial mergers, a certificate of merger with respect to the subsequent mergers will be filed with the Office of the Secretary of State of the State of Delaware (the “subsequent certificate of merger”). Each subsequent merger will become effective upon the filing and acceptance of the subsequent certificate of merger.

Effect of the Mergers; Exchange

At the effective time, 100% of the equity interests of the Aera Holding Companies issued and outstanding immediately prior to the effective time will be converted into the right to receive from CRC (i) the aggregate consideration of 21,170,357 fully-paid and nonassessable shares of common stock, and (ii) in respect of any dividend or other distribution declared by CRC and having a record date from and including January 1, 2024, to and including the closing date, (a) if paid by CRC to its stockholders prior to the effective time, that aggregate number of fully-paid and nonassessable shares of common stock equal to the quotient of the portion of such dividend or other distribution to which the Sellers would have been entitled if the aggregate consideration had been issued and outstanding on January 1, 2024, divided by the agreed VWAP (the aggregate cash amount of all such dividends and distributions, the “aggregate dividend amount”), and (b) if unpaid at the effective time, the right to receive, when paid by CRC to its other stockholders, that aggregate number of fully paid and nonassessable shares of common stock equal to the quotient of the portion of such dividend or other distribution to which the Sellers would have been entitled if the aggregate consideration had been issued and outstanding on January 1, 2024, divided by the agreed VWAP.

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At the effective time, the issued and outstanding membership interest of each Initial Merger Sub will be converted into and become the sole membership interest or sole share of stock in the applicable surviving company immediately following the effective time.

At the subsequent effective time, all equity interests of the surviving companies will no longer be outstanding and will automatically be cancelled and will cease to exist, and the membership interests of Subsequent Merger Sub will remain issued and outstanding as the membership interests of the subsequent surviving company and be unaffected by the subsequent mergers.

Delivery of Aggregate Consideration and Aggregate Dividend Amount; Fractional Shares

Upon the effective time, CRC will instruct its transfer agent to create book-entries in respect of each share of common stock into which the equity interests of the Aera Holding Companies shall have been converted pursuant to the mergers.

In the event CRC determines in good faith that the amount of cash that would be included in the combined balance sheets of the financial statements entities prepared in accordance with GAAP as of December 31, 2023 is less than (i) $36,000,000.00 or (ii) the amount equal to $25,000,000.00 plus the aggregate amount of cash dividends or distributions made by the Aera Holding Companies that is permitted leakage (as defined below) up to $11,000,000.00 (such difference, the “shortfall amount”), then (a) in the event the shortfall amount is less than the aggregate dividend amount, the aggregate dividend amount will be reduced by an amount equal to the shortfall amount and (b) in the event the shortfall amount is greater than the aggregate dividend amount, (1) CRC will not be obligated to pay any aggregate dividend amount and (2) the number of shares comprising the aggregate consideration will be reduced by the quotient that is obtained by dividing the shortfall amount minus the aggregate dividend amount by the agreed VWAP. If the Sellers disagree with CRC’s calculation of the shortfall amount, then the Sellers will notify CRC of such disagreement in writing within 30 days after the closing date, and the applicable dispute resolution provision set out in the merger agreement will apply to such disagreement.

As used in the merger agreement, “permitted leakage” means each of the following to the extent incurred or paid, or the making of or entering into any arrangement to give effect to any of the following prior to the closing date and any liability of any Aera Holding Company for taxes incurred or becoming payable in connection therewith: (i) payments by any Aera Holding Company or any of its subsidiaries to third parties (other than to the Sellers or any of their related persons) pursuant to contracts in the ordinary course; (ii) payments by any Aera Holding Company or any of its subsidiaries of taxes, licensing fees and other operating expenses, in each case, in the ordinary course and as disclosed in the Aera disclosure letter; (iii) payments to or for the benefit of any directors, officers, or employees of any Aera Holding Company or any of its subsidiaries, in each case, in the ordinary course; (iv) intercompany payments made by any Aera Holding Company or any subsidiary that will be wholly owned by the Aera Holding Companies from the date of the merger agreement through the effective time, on the one hand, to any Aera Holding Company or any subsidiary that will be wholly-owned by the Aera Holding Companies from the date of the merger agreement through the effective time, on the other hand; (v) reimbursement payments by any Aera Holding Company or any subsidiaries of the Aera Holding Companies to the IKAV Member or the CPP Member or their affiliated entities that provided services to or for the benefit of any Aera Holding Company or any of subsidiaries of the Aera Holding Companies, in each case, in the ordinary course and in an amount not to exceed $300,000 in the aggregate; (vi) any payment by any Aera Holding Company or any of its subsidiaries that is expressly required by the merger agreement or required by applicable law; (vii) any distribution required pursuant to the Tax and Real Estate Restructuring; (viii) the payment of any transaction expenses; (ix) any payment made by any Aera Holding Company or any of its subsidiaries at the request or with the consent of CRC; (x) payments made with respect to matters (a) accrued or provided for in the Financial Statements (as defined in the merger agreement), or (b) expressly and specifically provided for in the 2024 annual budget of the Aera Holding Companies and their subsidiaries; or (xi) cash dividends or distributions by the Aera Holding Companies of an aggregate amount equal to $11,000,000.00 or as disclosed in the Aera disclosure letter.

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CRC will not issue fractional shares of common stock in the initial mergers. All fractional shares of common stock that a Seller would otherwise be entitled to receive as a result of the initial mergers will be aggregated and, if a fractional share results from such aggregation, such fractional share will be rounded up to the nearest whole share of common stock.

Withholding Taxes

Each of CRC, Merger Subs, the surviving companies and the subsequent surviving company will be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts otherwise payable pursuant to the merger agreement (including the exchange of common stock for equity interests described above) any amount required to be deducted and withheld with respect to the making of such payment under applicable law and will pay the amount deducted or withheld to the appropriate taxing authority in accordance with applicable law. CRC, Merger Subs, the surviving companies and the subsequent surviving company will use reasonable best efforts to provide five business days’ advance written notice to any payee of any intended deduction or withholding with respect to any payment to such payee (other than with respect to compensatory payments or as a result of the payee’s failure to provide certain withholding documents required to be provided upon the effective time). The parties will cooperate in good faith to minimize any such deduction or withholding. To the extent that amounts are so deducted or withheld and paid over to the appropriate taxing authority, such deducted or withheld amounts will be treated as having been paid to the person in respect of which such deduction or withholding was made.

Adjustment for Transaction Expenses

Each party will pay its own expenses incident to preparing for, entering into and carrying out the merger agreement and the consummation of the mergers and the stock issuance, whether or not the mergers are consummated (except in the event the CRC stockholders do not approve the stock issuance proposal, the merger agreement is terminated and the termination fee is not payable in connection with such termination), provided that in the event that the mergers are consummated, the Sellers will be required to reimburse CRC for certain transaction-related expenses incurred by the Aera Holding Companies, to the extent such expenses exceed $35,000,000. However, prior to the closing, the Aera Holding Companies may elect, instead of a cash reimbursement, to reduce the aggregate number of shares of common stock to be received equal to the excess of such transaction-related expenses divided by the agreed VWAP.

Representations and Warranties

The merger agreement contains customary representations and warranties made by CRC to the Aera Holding Companies, by the Aera Holding Companies to CRC and by the Sellers to CRC. Certain of the representations and warranties in the merger agreement are subject to materiality or “material adverse effect” qualifications (that is, they will not be deemed to be inaccurate or incorrect unless their failure to be true or correct is material or would, individually or in the aggregate, be reasonably expected to have a “material adverse effect” on the party making such representation or warranty). In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of the party making the representation did not have actual knowledge. Furthermore, each of the representations and warranties is subject to the qualifications set forth on the disclosure letter delivered to the Aera Holding Companies by CRC (the “CRC disclosure letter”), in the case of representations and warranties made by CRC, or to CRC by the Aera Holding Companies, in the case of representations and warranties made by the Aera Holding Companies, as well as certain of the reports of CRC filed with or furnished to the SEC prior to the date of the merger agreement (excluding any disclosures set forth or referenced in any risk factor section or in any other section, in each case, to the extent they are forward-looking statements or cautionary, predictive, non-specific or forward-looking in nature).

In the merger agreement, each Aera Holding Company made representations and warranties to CRC regarding:

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In the merger agreement, the Sellers have made representations and warranties to CRC regarding:

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In the merger agreement, CRC has made representations and warranties to the Aera Holding Companies regarding: