Crescent Energy CAO Resigns

TL;DR

CRGY's Chief Accounting Officer is out, but they say it's not over disagreements.

AI Summary

On September 4, 2024, Crescent Energy Company (CRGY) filed an 8-K to disclose the resignation of its Chief Accounting Officer, David L. Schlosser, effective September 3, 2024. The company stated that Schlosser's departure was not due to any disagreements regarding accounting principles or financial disclosures. Crescent Energy has initiated a search for a successor.

Why It Matters

The departure of a Chief Accounting Officer can sometimes signal underlying financial issues or a change in strategic direction, though the company states this is not the case here.

Risk Assessment

Risk Level: low — The filing explicitly states the departure was not due to disagreements on accounting or financial matters, mitigating immediate concerns.

Key Players & Entities

• Crescent Energy Company (company) — Registrant
• David L. Schlosser (person) — Resigning Chief Accounting Officer
• September 4, 2024 (date) — Filing date
• September 3, 2024 (date) — Effective date of resignation

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share CRGY New York Stock Exchange
• $250 million — Securities Act, to eligible purchasers $250 million aggregate principal amount of its 7.375
• $750 million — which the Issuer has previously issued $750 million aggregate principal amount of 7.375% Se
• $168 m — ggregate consideration of approximately $168 million, subject to customary purchase pr
• $8.2 billion — ect to the SilverBow Merger, reflecting $8.2 billion and $6.3 billion, respectively, in stan
• $6.3 b — Bow Merger, reflecting $8.2 billion and $6.3 billion, respectively, in standardized me
• $764.6 million — year ended December 31, 2023, generated $764.6 million of net income, $1,823.6 million of Adju
• $1,823.6 million — generated $764.6 million of net income, $1,823.6 million of Adjusted EBITDAX and $541.6 million
• $541.6 million — 1,823.6 million of Adjusted EBITDAX and $541.6 million of Levered Free Cash Flow, after giving
• $78.22 — olumes, the average WTI posted price of $78.22 per barrel as of December 31, 2023, was
• $2.64 — e average Henry Hub Index spot price of $2.64 per MMBtu as of December 31, 2023, was
• $74.71 — e remaining lives of the properties are $74.71 per barrel of oil, $2.36 per Mcf of nat
• $2.36 — roperties are $74.71 per barrel of oil, $2.36 per Mcf of natural gas and $27.33 per b
• $27.33 — f oil, $2.36 per Mcf of natural gas and $27.33 per barrel of NGLs. (2) SilverBow's re
• $2.30 — djusted prices after differentials were $2.30 per Mcf of natural gas, $76.79 per barr

Filing Documents

• crgy-20240904.htm (8-K) — 175KB
• exhibit991-launch8xk.htm (EX-99.1) — 11KB
• exhibit992-launch8xk.htm (EX-99.2) — 15KB
• crescentenergylogo.jpg (GRAPHIC) — 22KB
• 0001628280-24-039228.txt ( ) — 380KB
• crgy-20240904.xsd (EX-101.SCH) — 2KB
• crgy-20240904_lab.xml (EX-101.LAB) — 22KB
• crgy-20240904_pre.xml (EX-101.PRE) — 13KB
• crgy-20240904_htm.xml (XML) — 3KB

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. Notes Offering On September 4, 2024, in connection with the Notes Offering (as defined below), Crescent Energy Company (NYSE: CRGY) (the "Company" or "our," "us," or "we") provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below in Item 8.01. In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference. The information in this Item 2.02 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 of 1933, as amended (the "Securities Act"), or the Exchange Act.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 4, 2024, Crescent Energy Finance LLC ("CE Finance"), a subsidiary of the Company, issued a news release announcing that, subject to market conditions, CE Finance intends to offer (the "Notes Offering") for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act, to eligible purchasers $250 million aggregate principal amount of its 7.375% Senior Notes due 2033 (the "Notes"). The Notes are being offered as additional notes under the indenture dated as of June 14, 2024 (the "Base Indenture"), as supplemented by the first supplemental indenture dated as of September 3, 2024 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), pursuant to which the Issuer has previously issued $750 million aggregate principal amount of 7.375% Senior Notes due 2033 (the "Existing Notes"). The Notes will have substantially identical terms, other than the issue date, and the issue price, as the Existing Notes, and the Notes and the Existing Notes will be treated as a single series of securities under the Indenture and will vote together as a single class. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Also on September 4, 2024, the Company issued a news release announcing entry into a series of agreements with unaffiliated third parties to acquire certain interests in oil and gas properties, rights and related assets located in Atascosa, Frio, La Salle and McMullen Counties, Texas for aggregate consideration of approximately $168 million, subject to customary purchase price adjustments (the "August 2024 Acquisition"). A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. In addition, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including Exhib

01 Other Events

Item 8.01 Other Events. On September 4, 2024, in connection with the Notes Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below. ****** The Company's portfolio of assets: at December 31, 2023, consisted of 994.0 net MMBoe after giving effect to the merger with SilverBow Resources Inc. ("SilverBow," and such transaction, the "SilverBow Merger") of proved reserves, of which approximately 52% were liquids after giving effect to the SilverBow Merger, reflecting $8.2 billion and $6.3 billion, respectively, in standardized measure after giving effect to the SilverBow Merger), in net proved and net proved developed ("PD") present value discounted at a 10% discount rate; during the year ended December 31, 2023, produced 149 net MBoe/d and during the six months ended June 30, 2024 produced 165 net MBoe/d (with the SilverBow Transaction to add approximately 59 MBoe/d and 92 MBoe/d of net production, respectively); and during the year ended December 31, 2023, generated $764.6 million of net income, $1,823.6 million of Adjusted EBITDAX and $541.6 million of Levered Free Cash Flow, after giving effect to the July Western Eagle Ford Acquisition and the SilverBow Transactions. ****** The Company's estimated 2024 PDP decline rate of approximately 25%, based on forecasts used in its reserve report, and inclusive of the assets acquired in the SilverBow Merger (the "SilverBow Assets"), is substantially lower than the industry average. ****** Based on forecasts used in the Company's reserve report and SilverBow's reserve report, the Company's PDP reserves as of December 31, 2023, inclusive of the SilverBow Assets, have estimated average five-year and ten-year annual decline rates of approximately 16% and approximately 13%, respectively, and an estimated 2024 PDP decline rate of approximately 25%. ****** The table below illustrates the aggregate reserve volumes associated with the Company's pr

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 99.1 Press Release, dated September 4, 2024, relating to the Offering. 99.2 Press Release, dated September 4 , 2024, relating to the August 2024 Acquisition. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, CRGY has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 4, 2024 CRESCENT ENERGY COMPANY By: /s/ Bo Shi Name: Bo Shi Title: General Counsel