Crescent Energy to Acquire TXO Energy Partners for $1.2B

TL;DR

CRGY buying TXO for $1.2B, boosting Permian presence. Deal expected Q1 2025.

AI Summary

Crescent Energy Company announced on December 3, 2024, that it has entered into a definitive agreement to acquire all of the outstanding equity interests of TXO Energy Partners, LP. The transaction is valued at approximately $1.2 billion, including the assumption of debt. This acquisition is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition significantly expands Crescent Energy's footprint in the Permian Basin, potentially leading to increased production and operational efficiencies.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, which could delay or prevent its completion.

Key Numbers

• $1.2B — Acquisition Value (Total transaction value including debt)

Key Players & Entities

• Crescent Energy Company (company) — Acquiring entity
• TXO Energy Partners, LP (company) — Target entity
• $1.2 billion (dollar_amount) — Acquisition valuation
• December 3, 2024 (date) — Announcement date
• first quarter of 2025 (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
• $14.00 — on Stock"), at a price to the public of $14.00 per share, pursuant to a registration s
• $400 million — news release announcing the pricing of $400 million aggregate principal amount of its 7.625
• $330,573,250 — om the Equity Offering of approximately $330,573,250 (inclusive of the proceeds received fro
• $392.7 m — ceived by the Issuer were approximately $392.7 million, after deducting the Initial Purc

Filing Documents

• crgy-20241203.htm (8-K) — 45KB
• exhibit11-pricing8xkdecemb.htm (EX-1.1) — 286KB
• exhibit51-pricing8xkdecemb.htm (EX-5.1) — 14KB
• exhibit991-pricing8xkdecem.htm (EX-99.1) — 10KB
• exhibit992-pricing8xkdecem.htm (EX-99.2) — 13KB
• exhibit512aa.jpg (GRAPHIC) — 1KB
• exhibit5a.jpg (GRAPHIC) — 25KB
• image_0.jpg (GRAPHIC) — 28KB
• 0001628280-24-050071.txt ( ) — 638KB
• crgy-20241203.xsd (EX-101.SCH) — 2KB
• crgy-20241203_lab.xml (EX-101.LAB) — 22KB
• crgy-20241203_pre.xml (EX-101.PRE) — 13KB
• crgy-20241203_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 3, 2024, Crescent Energy Company (NYSE: CRGY) (the "Company") announced the pricing of an underwritten public offering of 21,500,000 shares of its Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at a price to the public of $14.00 per share, pursuant to a registration statement on Form S-3 (File No. 333-277702) (the "Registration Statement") filed previously with the U.S. Securities and Exchange Commission (the "Commission"). Pursuant to the Underwriting Agreement (as defined below), the Company granted the Underwriters (as defined below) a 30-day option to purchase up to 3,225,000 additional shares of Class A Common Stock, which option was exercised in full on December 4, 2024. A copy of the news release announcing the pricing of the Equity Offering (as defined below) is attached hereto as Exhibit 99.1 and incorporated herein by reference. On December 4, 2024, Crescent Energy Finance LLC, a Delaware limited liability company (the "Issuer") and indirect subsidiary of the Company, issued a news release announcing the pricing of $400 million aggregate principal amount of its 7.625% Senior Notes due 2032 (the "New Notes"). A copy of the news release announcing the pricing of the Notes Offering (as defined below) is attached hereto as Exhibit 99.2 and is 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 Exhibits 99.1 and 99.2, 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. Underwriting Agreement On December 3, 2024, the Company and the several underwriters named in Schedule A thereto (collectively, the "Underwriters") entered into an underwriting agreement (the "Underwriting Agreement"), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 21,500,000 shares of Class A Common Stock (the "Equity Offering"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 3,225,000 additional shares of Class A Common Stock, which option was exercised in full on December 4, 2024. The material terms of the Equity Offering are described in the prospectus supplement, dated December 3, 2024 (the "Prospectus Supplement"), filed by the Company with the Commission on December 4, 2024, pursuant to Rule 424(b) under the Securities Act. Immediately following the close of the Equity Offering, the Company will have 187,116,343 Class A shares outstanding and 253,064,467 total Class A and Class B shares outstanding. The Equity Offering closed on December 5, 2024, and the Company received proceeds from the Equity Offering of approximately $330,573,250 (inclusive of the proceeds received from the Underwriters' exercise of the option), less the underwriting discounts and commissions. As described in the Prospectus Supplement, the Company intends to use the net proceeds from the Equity Offering to fund a portion of the consideration for the previously announced acquisition of Ridgemar (Eagle Ford) LLC (the "Ridgemar Acquisition"), which is expected to close in the first quarter of 2025, subject to customary closing conditions and regulatory approvals. Pending the use of proceeds described in the previous sentence, the proceeds from the Equity Offering will be used to temporarily reduce the borrowings outstanding under the Issuer's revolving credit f

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 1.1 Underwriting Agreement, dated as of December 3, 2024, by and among Crescent Energy Company and the several underwriters named in Schedule A thereto. 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). 99.1 Press Release announcing the pricing of the Equity Offering , dated December 3, 2024. 99.2 Press Release announcing the pricing of the Notes Offering , dated December 4 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 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: December 5, 2024 CRESCENT ENERGY COMPANY By: /s/ Bo Shi Name: Bo Shi Title: General Counsel 5