Crescent Energy Completes Asset Acquisition

TL;DR

CRGY just bought more oil & gas assets, expanding its reach.

AI Summary

On January 31, 2025, Crescent Energy Company (CRGY) announced the completion of its acquisition of certain oil and gas assets from Diversified Energy Company PLC for an undisclosed amount. This transaction is expected to enhance CRGY's operational footprint and production capabilities. The filing also disclosed other events and financial statements.

Why It Matters

This acquisition signifies growth for Crescent Energy, potentially increasing its production and reserves, which could impact its market position and future financial performance.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, valuation, and operational execution, especially in the volatile energy sector.

Key Players & Entities

• Crescent Energy Company (company) — Registrant
• Diversified Energy Company PLC (company) — Seller of acquired assets
• CRGY (company) — Ticker symbol for Crescent Energy Company

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share CRGY The New York Stock Excha
• $830 million — gregate consideration consisting of (i) $830 million in cash (the "Cash Consideration"), and
• $170 million — sideration, the "Consideration"). Up to $170 million in earn-out consideration may also be p

Filing Documents

• crgy-20250131.htm (8-K) — 37KB
• exhibit22-8xk.htm (EX-2.2) — 31KB
• exhibit101-8xk.htm (EX-10.1) — 118KB
• exhibit991-8xk.htm (EX-99.1) — 9KB
• 0001628280-25-003335.txt ( ) — 351KB
• crgy-20250131.xsd (EX-101.SCH) — 2KB
• crgy-20250131_lab.xml (EX-101.LAB) — 22KB
• crgy-20250131_pre.xml (EX-101.PRE) — 13KB
• crgy-20250131_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On the Closing Date, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement"), with the Seller, pursuant to which the Company granted the Seller certain shelf registration rights with respect to the shares of Class A Common Stock received by such holders in the Transaction. The Company will pay certain expenses of the parties incurred in connection with the exercise of their rights under the Registration Rights Agreement and indemnify them for certain securities law matters in connection with any registration statement filed pursuant thereto. The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the Registration Rights Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

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, the Company completed the previously announced Transaction. The foregoing description of the Transaction and the Purchase Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.01.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in the Introductory Note is incorporated by reference in response to this Item 3.02. The issuance of the Stock Consideration to the Seller was completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 31, 2025, the Company issued a press release announcing the closing of the Transaction. 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. 2 The information in this Item 7.01, including Exhibit 99.1 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.

01 Other Events

Item 8.01 Other Events. On January 31, 2025, the Company and the Purchaser entered into a Closing Agreement (the "Closing Agreement") with the Seller and the Subject Company pursuant to which the parties agreed to amend the Purchase Agreement to, among other things, revise certain provisions relating to the assignment of certain contracts and the mechanics of certain employee matters. The foregoing description of the Closing Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the copy of the Closing Agreement, substantially in the form attached hereto as Exhibit 2.2 and incorporated herein by reference.

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# Membership Interest Purchase Agreement, dated December 3, 2024, by and among Crescent Energy Finance LLC, Crescent Energy Company, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 3, 2024). 2.2 Closing Agreement, dated January 31, 2025, by and among Crescent Energy Finance LLC, Crescent Energy Company, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC. 10.1 Registration Rights Agreement, dated as of January 31, 2025, by and between Crescent Energy Company and Ridgemar Energy Operating, LLC. 99.1 Press Release, dated January 31, 2025. 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. 3 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. CRE