Crescent Energy Secures New Credit Facility

TL;DR

CRGY just got a new credit line, potentially boosting their cash flow.

AI Summary

On June 13, 2024, Crescent Energy Company entered into a Material Definitive Agreement related to a new credit facility. This agreement creates a direct financial obligation for the company, impacting its balance sheet and financial obligations.

Why It Matters

This filing indicates Crescent Energy has secured new financing, which could impact its operational flexibility and future investment capabilities.

Risk Assessment

Risk Level: medium — Entering into new financial obligations, especially credit facilities, can introduce financial risks and covenants that the company must adhere to.

Key Players & Entities

• Crescent Energy Company (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• 600 Travis Street, Suite 7200 Houston, Texas 77002 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share CRGY New York Stock Exchange
• $750 million — e. On June 14, 2024, the Issuer issued $750 million aggregate principal amount of its 7.375
• $734.8 m — ceived by the Issuer were approximately $734.8 million, after deducting the Initial Purc

Filing Documents

• crgy-20240613.htm (8-K) — 59KB
• exhibit41-pricing8xk.htm (EX-4.1) — 1373KB
• exhibit101-pricing8xk.htm (EX-10.1) — 2204KB
• exhibit991-pricing8xk.htm (EX-99.1) — 20KB
• crescentlogoa.jpg (GRAPHIC) — 25KB
• 0001628280-24-028816.txt ( ) — 4397KB
• crgy-20240613.xsd (EX-101.SCH) — 2KB
• crgy-20240613_lab.xml (EX-101.LAB) — 22KB
• crgy-20240613_pre.xml (EX-101.PRE) — 13KB
• crgy-20240613_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 2.03 of this Current Report is incorporated into this Item 1.01 by reference. On June 14, 2024, Crescent Energy Finance LLC, a Delaware limited liability company (the "Issuer") and wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (the "Company" or "Crescent"), entered into that certain Ninth Amendment to Credit Agreement (the "Credit Agreement Amendment"), which amended Crescent's existing Credit Agreement, dated as of May 6, 2021 (as amended by the First Amendment to Credit Agreement, dated as of September 24, 2021, the Second Amendment to Credit Agreement, dated as of March 30, 2022, the Third Amendment to Credit Agreement, dated as of March 30, 2022, the Fourth Amendment to Credit Agreement, dated as of September 23, 2022, the Fifth Amendment to Credit Agreement, dated as of July 3, 2023, the Sixth Amendment to Credit Agreement, dated December 13, 2023, the Seventh Amendment to Credit Agreement, dated April 10, 2024 and the Eighth Amendment to Credit Agreement, dated as of May 24, 2024 and as further amended, modified, supplemented or restated from time to time, the "Credit Agreement"), by and among the Issuer, certain subsidiaries of the Issuer, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto from time to time. Among other things, the Credit Agreement Amendment (a) permits the issuance of the Notes (as defined below) as permitted additional debt under the Credit Agreement and (b) excludes the proceeds of the Notes from the requirement to prepay the revolving loans under the Credit Agreement with excess cash on a monthly basis until the earliest to occur of (i) the date of consummation of the merger with SilverBow (as defined below), (ii) the date on which the Issuer redeems the Notes in full as a result of the occur

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 13, 2024, the Issuer issued a news release announcing the pricing of the Notes. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, the information contained in Item 1.01, Item 2.03 and Item 8.01 of this Current Report is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (the "Securities Act"), or the Exchange Act.

01. Other Events

Item 8.01. Other Events. Purchase Agreement On June 13, 2024, the Issuer and the Guarantors entered into a purchase agreement (the "Purchase Agreement") with Wells Fargo Securities, LLC (the "Representative"), as representative of the several initial purchasers named therein (the "Initial Purchasers"), in connection with the offering (the "Notes Offering") of the Notes. The net proceeds from the Notes Offering received by the Issuer were approximately $734.8 million, after deducting the Initial Purchasers' discount and estimated offering expenses. The Issuer intends to use the net proceeds from the Notes Offering to fund the cash portion of the consideration for the previously announced merger (the "Transaction") with SilverBow Resources, Inc. ("SilverBow") and any remaining net proceeds from such offering, at or following the completion of the Transaction, to repay SilverBow's existing indebtedness outstanding at the time of completion of the Transaction. Pending any specific application, the Issuer may use a portion of the net proceeds to repay amounts outstanding under its revolving credit facility. The Notes were issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act. The Initial Purchasers intend to resell the Notes only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain persons outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes Offering closed on June 14, 2024. The Purchase Agreement contains customary representations, warranties and agr

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 4.1 Indenture, dated as of June 14, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee. 10.1 Ninth Amendment to Credit Agreement, dated June 14, 2024, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto. 99.1 Press Release, dated June 13 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Legend Information No Offer or Solicitation This communication relates to the proposed Transaction between Crescent and SilverBow. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Important Additional Information About the Transaction In connection with the Transaction, on June 13, 2024, Crescent filed with the SEC a registration statement on Form S-4 (the "Registration Statement") to register the shares of Crescent Class A common stock to be issued in connection with the Transaction. The Registration Statement includes a joint proxy statement of Crescent and SilverBow and a prospectus of Crescent. The information in the Registration Statement is not complete and may be changed. Crescent and SilverBow may also file other documents with the SEC rega