Crescent Energy Enters Material Definitive Agreement

TL;DR

CRGY just signed a big deal, likely involving debt. Watch closely.

AI Summary

Crescent Energy Co. entered into a material definitive agreement on September 4, 2024, related to a direct financial obligation. The company, formerly known as IE PubCo Inc., is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing indicates a significant financial commitment or obligation for Crescent Energy, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce financial risks and operational changes for the company.

Key Numbers

• 001-41132 — SEC File Number (Identifies the company's filing with the SEC.)
• 87-1133610 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Crescent Energy Co. (company) — Registrant
• IE PubCo Inc. (company) — Former company name
• September 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share CRGY New York Stock Exchange
• $250 million — ny (NYSE: CRGY) (the "Company"), issued $250 million aggregate principal amount of its 7.375
• $750 million — which the Issuer has previously issued $750 million aggregate principal amount of its 7.375
• $247.0 m — ceived by the Issuer were approximately $247.0 million, after deducting the Initial Purc

Filing Documents

• crgy-20240904.htm (8-K) — 51KB
• exhibit42-closing8xk.htm (EX-4.2) — 25KB
• exhibit43-closing8xk.htm (EX-4.3) — 141KB
• exhibit991-closing8xk.htm (EX-99.1) — 11KB
• crescentlogo.jpg (GRAPHIC) — 28KB
• 0001628280-24-039904.txt ( ) — 412KB
• 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

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. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 9, 2024, Crescent Energy Finance LLC (the "Issuer"), a Delaware limited liability company and indirect subsidiary of Crescent Energy Company (NYSE: CRGY) (the "Company"), issued $250 million aggregate principal amount of its 7.375% Senior Notes due 2033 (the "New Notes"). The New Notes were issued as additional notes pursuant to 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 the second supplemental indenture, dated as of September 9, 2024 (the "Second Supplemental Indenture," and, collectively with the Base Indenture and the First Supplemental Indenture, the "Indenture"), by and among the Issuer, the guarantors named therein (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), pursuant to which the Issuer has previously issued $750 million aggregate principal amount of its 7.375% Senior Notes due 2033 (the "Existing Notes" and, together with the New Notes, the "Notes"). The New Notes will be treated as a single series of securities under the Indenture and will vote together as a single class with the Existing Notes, and have substantially identical terms, other than the issue date and issue price, as the Existing Notes. Additional information regarding the Notes and the Indenture, pursuant to which such Notes were issued, is set forth below. Indenture and Senior Notes The Notes are senior unsecured obligations of the Issuer. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the existing subsidiaries of the Issuer that guarantee its indebtedness

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 4, 2024, the Issuer issued a news release announcing the pricing of the New Notes. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein 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. 3

01. Other Events

Item 8.01. Other Events. Purchase Agreement On September 4, 2024, the Issuer and certain of its subsidiaries (the "Guarantors") entered into a purchase agreement (the "Purchase Agreement") with J.P. Morgan 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 New Notes. The net proceeds from the Notes Offering received by the Issuer were approximately $247.0 million, after deducting the Initial Purchasers' discount and estimated offering expenses, but excluding accrued interest payable by the purchasers of the New Notes. The Issuer intends to use the net proceeds from the Notes Offering to repay a portion of the amounts outstanding under its revolving credit facility. The New Notes were issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereunder. The Initial Purchasers intend to resell the New 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 New Notes have not been, and will not be, 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 September 9, 2024. The Purchase Agreement contains customary representations, warranties and agreements by the Issuer and the Guarantors and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Issuer and the Guarantors have agreed to indemnify the Initial Purchasers aga

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 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2024 ). 4.2 First Supplemental Indenture, dated as of September 3 , 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee. 4.3 Second Supplemental Indenture, dated as of September 9, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee. 99.1 Press Release, dated September 4 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5 SIGNATURE 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. Date: September 9, 2024 CRESCENT ENERGY COMPANY By: /s/ Bo Shi Name: Bo Shi Title: General Counsel 6