Crescent Energy Acquires Lonestar Resources for $256M

TL;DR

CRGY buying Lonestar for $256M, deal closes Q2, should boost cash flow.

AI Summary

Crescent Energy Company announced on March 6, 2024, that it has entered into a definitive agreement to acquire all of the outstanding equity interests of Lonestar Resources US Inc. for approximately $256 million. The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions. This acquisition is anticipated to be immediately accretive to Crescent Energy's free cash flow per share.

Why It Matters

This acquisition expands Crescent Energy's footprint and is expected to enhance its financial performance through immediate accretion to free cash flow per share.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, introducing potential delays or complications.

Key Numbers

• $256 million — Acquisition Price (Total cost to acquire Lonestar Resources US Inc.)
• Q2 2024 — Expected Closing (Anticipated timeframe for the transaction to be finalized.)

Key Players & Entities

• Crescent Energy Company (company) — Acquiring entity
• Lonestar Resources US Inc. (company) — Acquired entity
• $256 million (dollar_amount) — Acquisition price
• March 6, 2024 (date) — Announcement date
• second quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share CRGY New York Stock Exchange
• $10.50 — e Offering, at a price to the public of $10.50 per share, pursuant to the Registration
• $22.7 million — the OpCo Unit Purchase is approximately $22.7 million. The Company will fund the OpCo Unit Pu

Filing Documents

• crgy-20240306.htm (8-K) — 35KB
• exhibit11-closing8xk.htm (EX-1.1) — 297KB
• exhibit51-closing8xk.htm (EX-5.1) — 16KB
• exhibit991-closing8xk.htm (EX-99.1) — 11KB
• exhibit992-closing8xk.htm (EX-99.2) — 12KB
• image_0.jpg (GRAPHIC) — 16KB
• 0001628280-24-010149.txt ( ) — 586KB
• crgy-20240306.xsd (EX-101.SCH) — 2KB
• crgy-20240306_lab.xml (EX-101.LAB) — 22KB
• crgy-20240306_pre.xml (EX-101.PRE) — 13KB
• crgy-20240306_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 6, 2024, Crescent Energy Company (the "Company") issued a news release announcing the commencement of an underwritten public offering (the "Offering") of 12,000,000 shares of its Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), by certain of its stockholders pursuant to a shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-277702) filed with the U.S. Securities and Exchange Commission on March 6, 2024 and which became automatically effective upon filing. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On March 6, 2024, the Company announced the pricing of the Offering, at a price to the public of $10.50 per share, pursuant to the Registration Statement. Pursuant to the Underwriting Agreement (as defined below), the Company granted the Underwriters (as defined below) a 30-day option to purchase up to 1,800,000 additional shares of Class A Common Stock to cover over-allotments, which option was exercised in full on March 8, 2024. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

01 Other Events

Item 8.01 Other Events. Underwriting Agreement On March 6, 2024, the Company, Independence Energy Aggregator L.P. (the "Selling Stockholder") and the several underwriters named in Schedule A thereto (collectively, the "Underwriters"), entered into an underwriting agreement (the "Underwriting Agreement"), pursuant to which the Selling Stockholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, an aggregate of 12,000,000 shares of Class A Common Stock, of the Company pursuant to the Offering. Pursuant to the Underwriting Agreement, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an aggregate of 1,800,000 additional shares of Class A Common Stock to cover over-allotments, which option was exercised in full on March 8, 2024. The material terms of the Offering are described in the prospectus, dated March 6, 2024 (the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "Commission") on March 8, 2024, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). A legal opinion related to the offering is filed herewith as Exhibit 5.1. In connection with the Offering, the Company purchased from the Selling Stockholder an aggregate of 2,300,000 units of Crescent Energy OpCo LLC, the Company's subsidiary, at a price per unit equal to the price per share at which the Underwriters purchased shares of our Class A Common Stock from the Selling Stockholder in the Offering (the "OpCo Unit Purchase"). The Company also canceled a corresponding number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock," and together with the Class A Common Stock, the "Common Stock"), held by the Selling Stockholder. The Offering and Opco Unit Purchase are expected to close on March 11, 2024, subject to customary closing conditions. The Compan

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as of March 6, 2024, by and among Crescent Energy Company, Independence Energy Aggregator L.P. and the several underwriters named thereto. 5.1 Opinion of Vinson & Elkins L.L.P. 99.1 Press Release, dated March 6, 2024 99.2 Press Release, dated March 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CRESCENT ENERGY COMPANY By: /s/ Bo Shi Name: Bo Shi Title: General Counsel Dated: March 11, 2024 5

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View this 8-K filing on SEC EDGAR