Crescent Energy Reports Major Asset Deal & Executive Changes

TL;DR

CRGY just closed a big asset deal, took on new debt, and shuffled execs. Watch this space.

AI Summary

On July 29, 2024, Crescent Energy Company entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also reported the creation of a direct financial obligation and potential off-balance sheet arrangements. Additionally, there were changes in directors and officers, including the appointment of certain officers and compensatory arrangements, as well as the submission of matters to a vote of security holders.

Why It Matters

This filing indicates significant corporate activity for Crescent Energy, including asset transactions and potential financial obligations, which could impact its financial structure and operational strategy.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and executive changes, suggesting significant operational and financial shifts for the company.

Key Players & Entities

• Crescent Energy Company (company) — Registrant
• 01 Energy & Transportation (company) — Related entity
• IE PubCo Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share CRGY The New York Stock Excha
• $2.0 billion — nt amount under the Credit Agreement to $2.0 billion and (b) increased the borrowing base un
• $2.6 billion — wing base under the Credit Agreement to $2.6 billion. The foregoing description of the Cred
• $0.01 — re of SilverBow common stock, par value $0.01 per share ("SilverBow Common Stock"), i
• $15.31 — he "Crescent Class A Common Stock") and $15.31 in cash (the "Mixed Election Considerat
• $38.00 — he "Mixed Election Consideration"), (B) $38.00 in cash (the "Cash Election Considerati
• $400,000,000 — ation"), subject to an aggregate cap of $400,000,000 on the total cash consideration payable
• $358,091,936.26 — ation. As a result of these elections, $358,091,936.26 in cash was paid to holders of SilverBo

Filing Documents

• crgy-20240729.htm (8-K) — 66KB
• exhibit101-8xk.htm (EX-10.1) — 397KB
• exhibit102-8xk.htm (EX-10.2) — 82KB
• exhibit103-8xk.htm (EX-10.3) — 84KB
• exhibit991-8xk.htm (EX-99.1) — 15KB
• exhibit992-8xk.htm (EX-99.2) — 24KB
• 0001628280-24-034424.txt ( ) — 879KB
• crgy-20240729.xsd (EX-101.SCH) — 2KB
• crgy-20240729_lab.xml (EX-101.LAB) — 22KB
• crgy-20240729_pre.xml (EX-101.PRE) — 13KB
• crgy-20240729_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On the Closing Date, Crescent Finance entered into that certain Tenth 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, the Eighth Amendment to Credit Agreement, dated as of May 24, 2024, and the Ninth Amendment to Credit Agreement, dated as of June 14, 2024, and as further amended, modified, supplemented or restated from time to time, the "Credit Agreement"), by and among Crescent Finance, certain subsidiaries of Crescent Finance, 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) increased the aggregate elected commitment amount under the Credit Agreement to $2.0 billion and (b) increased the borrowing base under the Credit Agreement to $2.6 billion. The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. As discussed in the Introductory Note above, on the Closing Date, Crescent completed its previously announced acquisition of SilverBow. At the Initial Merger Effective Time, subject to the terms and conditions of the Merger Agreement, each eligible share of SilverBow common stock, par value $0.01 per share ("SilverBow Common Stock"), issued and outstanding immediately prior to the Initial Merger Effective Time (other than excluded shares held by SilverBow as treasury stock or held by the Crescent Parties, any wholly owned subsidiary of Crescent (other than Artemis Holdings, 2 Merger Sub Inc. or Merger Sub LLC) or any wholly owned subsidiary of SilverBow ) was converted into the right to receive, at the election of the holder thereof, one of the following forms of consideration: (A) a combination of 1.866 shares of Crescent's Class A common stock, par value $0.0001 per share (the "Crescent Class A Common Stock") and $15.31 in cash (the "Mixed Election Consideration"), (B) $38.00 in cash (the "Cash Election Consideration"), subject to an aggregate cap of $400,000,000 on the total cash consideration payable pursuant to the Cash Election Consideration and the Mixed Consideration, (C) 3.125 shares of Crescent Class A Common Stock (the "Stock Election Consideration"), or (D) in the event of a holder's failure to deliver an election, the Stock Election Consideration and, in each case, cash in lieu of any fractional shares that otherwise would have been issued. Immediately prior to the Initial Merger Effective Time, subject to the terms and conditions of the Merger Agreement: each restricted stock unit award granted under the SilverBow 2016 Equity Incentive Plan and SilverBow Inducement Plan (collectively, the "SilverBow Incentive Plans") subject only to time-based vesting conditions (each, a "SilverBow RSU") outstanding as of immediately prior to the Initial Merger Effective Time, whether vested or unvest

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At Crescent's Special Meeting of Stockholders held on July 29, 2024 (the "Special Meeting") in connection with the Mergers, Crescent's stockholders voted on the following proposals as set forth below. Each proposal voted on at the Special Meeting is described in detail in the joint proxy statement/prospectus included in the registration statement filed with the SEC on June 28, 2024 and mailed to Crescent stockholders on or about June 28, 2024. As of the close of business on June 28, 2024, the record date for the Special Meeting, there were approximately 111,516,601 shares of Class A common stock, par value $0.0001 per share, of Crescent (the "Crescent Class A Common Stock") and 65,948,124 shares of Crescent Class B common stock, par value $0.0001 per share, of Crescent (the "Crescent Class B Common Stock" and, together with the Crescent Class A Common Stock, the "Crescent Common Stock") issued and entitled to vote at the Special Meeting. Each share of Crescent Common Stock was entitled to one vote with respect to each proposal. A total of 156,078,978 shares of Crescent Common Stock, representing approximately 87.94% of the outstanding shares of Crescent Common Stock entitled to vote at the Special Meeting, were present virtually or by proxy, constituting a quorum. At the Special Meeting, each of the proposals set forth at the Special Meeting was approved by the affirmative vote of the number of shares of Company Common Stock required to approve such proposals. The final voting results for each of the proposals voted on at the Special Meeting are set forth below: 1. Crescent Issuance Proposal . To approve the issuance of shares of Crescent Class A Common Stock in connection with the Mergers as contemplated by the Merger Agreement. For Against Abstain 155,986,010 42,691 50,277 2. Crescent Adjournment Proposal . To approve one or more adjournments of the Special Meeting to a later date or dates, i

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 29, 2024, Crescent issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. On July 30, 2024, Crescent issued a press release announcing the completion of the Mergers and other matters. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. The information in this Item 7.01, including Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 5

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01. (b) Pro Forma Financial Information. The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01. (d) Exhibits. Exhibit No. Description 2.1# Agreement and Plan of Merger, dated May 15, 2024, by and among Crescent Energy Company, Artemis Acquisition Holdings Inc., Artemis Merger Sub Inc., Artemis Merger Sub II LLC and SilverBow Resources, Inc. (incorporated by reference to Exhibit 2.1 to Crescent Energy Company's Current Report on Form 8-K (File No. 001-41132) filed with the SEC on May 16, 2024). 10.1 Tenth Amendment to Credit Agreement, dated July 30, 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. 10.2 Indemnification Agreement (Marcus C. Rowland). 10.3 Indemnification Agreement (Michael Duginski). 99.1 Press Release, dated July 29, 2024. 99.2 Press Release, dated July 30, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). ____________ # Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. 6 SIGNATURE P