crgy-202307030001866175FALSE00018661752023-07-032023-07-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 3, 2023
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| Crescent Energy Company |
| (Exact Name of Registrant as Specified in its Charter) |
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| Delaware | 001-41132 | 87-1133610 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | |
600 Travis Street, Suite 7200 Houston, Texas | 77002 |
| (Address of Principal Executive Offices) | (Zip Code) |
| | |
(713) 337-4600 |
| Registrant’s Telephone Number, Including Area Code |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | CRGY | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On July 3, 2023 (the “Closing Date”), Crescent Energy Company (NYSE: CRGY) (the “Company”) consummated the previously announced acquisition contemplated by the Purchase and Sale Agreement (the “Purchase Agreement”) dated as of May 2, 2023, by and among Javelin EF L.P. (the “Purchaser”), a subsidiary of the Company, Mesquite Comanche Holdings, LLC (“Comanche Holdings”) and SN EF Maverick, LLC (“SN EF Maverick,” and collectively with Comanche Holdings, the “Seller”), pursuant to which the Purchaser agreed to acquire from the Seller certain interests in oil and gas properties, rights and related assets (such transactions contemplated by the Purchase Agreement, collectively, the “Transaction”).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On the Closing Date, in connection with the Transaction, Crescent Energy Finance LLC (“Crescent Finance”), a subsidiary of the Company, entered into that certain Fifth Amendment to Credit Agreement (the “Credit Agreement Amendment”), which amended the Company’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, and the Fourth Amendment to Credit Agreement, dated as of September 23, 2023, 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 included a reaffirmation of the borrowing base at $2.0 billion and maintained the elected commitments at $1.3 billion.
The Credit Agreement Amendment also maintains the applicable margin, so that loans under the Credit Agreement will continue to be priced based on SOFR plus 2.35% to 3.35% or an adjusted base rate plus 1.25% to 2.25%, in each case, based on utilization of the credit facility.
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.
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The description of the Transaction set forth under “Introductory Note” above is incorporated herein by reference.
In accordance with the Purchase Agreement, the Seller received aggregate consideration of approximately $600 million in cash, subject to certain customary purchase price adjustments set forth in the Purchase Agreement. On the Closing Date, the Purchaser deposited with an escrow agent approximately $15.9 million, which escrow funds, combined with the approximately $60.0 million previously funded upon the execution of the Purchase Agreement, will be used to assure Seller’s performance of certain of its post-closing obligations. The purchase price was funded by borrowings under the Credit Agreement. On the Closing Date, the Company completed the Transaction pursuant to the terms of the Purchase Agreement.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 3, 2023 and incorporated by reference herein.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On July 10, 2023, the Company issued a press release announcing the completion of the previously announced Transaction. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01 (including the exhibit) 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.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of Business Acquired.
To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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| Exhibit | Description |
| 10.1* | Fifth Amendment to Credit Agreement, dated July 3, 2023, 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. |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 10, 2023
CRESCENT ENERGY COMPANY
By: /s/ Bo Shi
Name: Bo Shi
Title: General Counsel
Fifth Amendment to Credit Agreement
This Fifth Amendment to Credit Agreement (this “Fifth Amendment”) dated as of July 3, 2023, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.
Recitals
A. The Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Lenders are parties to that certain Credit Agreement dated as of May 6, 2021 (as amended by the First Amendment to Credit Agreement, dated as of September 24, 2021, as amended by 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, and as further amended, modified, supplemented or restated from time to time prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B. The Borrower, the Administrative Agent and the Lenders party hereto (which constitute at least the Required Lenders) have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Fifth Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section, exhibit and schedule references in this Fifth Amendment refer to sections, exhibits and schedules of the Credit Agreement. In addition, as used in this Fifth Amendment, each of the following terms shall have the meaning set forth below:
“Assets” has the meaning assigned to such term in the Eagle Ford Purchase and Sale Agreement.
“Eagle Ford Acquisition” means the acquisition of the Assets pursuant to the terms and conditions of the Eagle Ford Acquisition Documents.
“Eagle Ford Acquisition Documents” means (a) the Eagle Ford Purchase and Sale Agreement and (b) all bills of sale, assignments, agreements, instruments and documents executed and delivered in connection therewith, as amended.
“Eagle Ford Purchase and Sale Agreement” means that certain Purchase and Sale Agreement (including all schedules, exhibits and annexes thereto), dated
May 2, 2023, by and among Mesquite Comanche Holdings, LLC, a Delaware limited liability company and SN EF Maverick, LLC, a Delaware limited liability company, collectively, as seller, and Javelin EF L.P., a Delaware limited partnership, as purchaser, as amended, restated, supplemented or otherwise modified from time to time.
Section 2.Amendments to the Credit Agreement on the Fifth Amendment Effective Date. Subject to the conditions precedent contained in Section 4 hereof, the Credit Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 2.
2.1Amendments to Section 1.1.
(a)The following definition is hereby amended and restated in its entirety to read as follows:
“Agreement” shall mean this Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment, as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified.
(b)Each of the following definitions is hereby added where alphabetically appropriate to read as follows:
“Fifth Amendment” shall mean that certain Fifth Amendment to Credit Agreement, dated as of July 3, 2023, among the Borrower, the Administrative Agent and the Lenders party thereto.
“Fifth Amendment Effective Date” has the meaning assigned to such term in the Fifth Amendment.
2.2Amendment to Section 2.14(a). Section 2.14(a) is hereby amended and restated in its entirety to read as follows:
(a)Fifth Amendment Borrowing Base. For the period from and including the Fifth Amendment Effective Date to but excluding the first Redetermination Date to occur thereafter, the amount of the Borrowing Base shall be equal to $2,000,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to adjustments from time to time pursuant to the Borrowing Base Adjustment Provisions. For purposes of this Agreement the determination of the Borrowing Base on the Fifth Amendment Effective Date shall constitute the April 1, 2023 Scheduled Redetermination.
2.3Amendment to Section 2.14(e). Section 2.14(e) is hereby amended by replacing the phrase “(x) Permitted Additional Debt or Permitted Junior Lien Debt issued during the period commencing on the Fourth Amendment Effective Date and ending on the Scheduled Redetermination Date for the April 1, 2023 Scheduled Redetermination, in an aggregate principal amount of up to $500,000,000” contained therein with “(x) Permitted Additional Debt or Permitted Junior Lien Debt issued during the period commencing on the Fifth Amendment Effective Date and ending on the Scheduled Redetermination Date for the October 1, 2023 Scheduled Redetermination, in an aggregate principal amount of up to $500,000,000”.
Section 3.Conditions Precedent to Fifth Amendment Effective Date. This Fifth Amendment shall become effective on the date (such date, the “Fifth Amendment Effective
Date”) when each of the following conditions is satisfied (or waived in accordance with Section 13.1):
3.1Amendment. The Administrative Agent shall have received from the Required Lenders and each Obligor counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Fifth Amendment signed on behalf of such Persons.
3.2Fees and Expenses. The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Fifth Amendment Effective Date, including (to the extent invoiced at least three (3) Business Days prior), reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
3.3Eagle Ford Acquisition Closing. The Eagle Ford Acquisition shall have been (or contemporaneously with the Fifth Amendment Effective Date shall be) consummated in accordance with the terms of the applicable Eagle Ford Acquisition Documents without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such) without the written consent of the Lenders, and in connection therewith the Borrower (and/or one or more of its Restricted Subsidiaries) shall have acquired (directly or indirectly) at least 85% of the PV-9 of the total Proved Reserves attributable to the Assets evaluated in the most recently delivered Reserve Report.
3.4Acquisition Certificate. The Administrative Agent shall have received an officer’s certificate from the Borrower, certifying (i) that the Eagle Ford Acquisition has been consummated in accordance with applicable law and the terms of the Eagle Ford Acquisition Documents without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such) without the written consent of the Lenders, (ii) the Borrower (and/or one or more of its Restricted Subsidiaries) has acquired (directly or indirectly) at least 85% of the PV-9 of the total Proved Reserves attributable to the Assets evaluated in the most recently delivered Reserve Report, (iii) as to the final purchase price under the Eagle Ford Purchase and Sale Agreement after giving effect to all adjustments as of the closing date contemplated by the Eagle Ford Purchase and Sale Agreement and specifying, by category, the amount of such adjustment, (iv) that attached thereto is a true and complete list of the Assets that have been excluded from the Eagle Ford Acquisition pursuant to the terms of the Eagle Ford Purchase and Sale Agreement and (v) that true and complete executed copies of all Eagle Ford Acquisition Documents have been delivered to the Administrative Agent (together with all amendments, supplements, waivers or consents with respect to any provision thereof).
3.5Lien Releases. The Administrative Agent shall have received (i) evidence reasonably satisfactory to it that all Liens (other than Permitted Liens) on the Assets have been or shall be substantially concurrently with the Fifth Amendment Effective Date released or terminated, subject only to the filing of applicable terminations, releases or assignments and (ii) duly executed recordable terminations, releases or assignments in forms reasonably acceptable to the Administrative Agent with respect thereto.
3.6Promissory Notes. The Administrative Agent shall have received duly executed promissory notes payable to each Lender requesting a promissory note in a principal amount equal to its Maximum Credit Amount each dated as of the date hereof.
3.7No Event of Default. After giving effect to the terms of this Fifth Amendment, no Event of Default shall have occurred and be continuing as of the Fifth Amendment Effective Date.
The Administrative Agent is hereby authorized and directed to declare the Fifth Amendment Effective Date to have occurred when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 13.1 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Fifth Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender.
Section 4.Post-Closing Obligations.
4.1Within 60 days (or such longer period as the Administrative Agent may agree) of the Fifth Amendment Effective Date, the Borrower (and/or one or more of its Restricted Subsidiaries) shall have acquired (directly or indirectly) at least 90% of the PV-9 of the total Proved Reserves attributable to the Assets evaluated in the most recently delivered Reserve Report.
4.2Within thirty (30) days (or such longer period as the Administrative Agent may agree) of the Fifth Amendment Effective Date, the Borrower shall deliver to the Administrative Agent duly executed and notarized Mortgages or supplements to existing Mortgages in form reasonably satisfactory to the Administrative Agent, to the extent necessary to satisfy the Collateral Coverage Minimum based upon the PV-9 of the total Proved Reserves evaluated in the most recently delivered Reserve Report.
4.3Within thirty (30) days (or such longer period as the Administrative Agent may agree) of the Fifth Amendment Effective Date, the Borrower shall deliver to the Administrative Agent title information reasonably satisfactory to the Administrative Agent setting forth the status of title to at least 85% of the PV-9 of the total Proved Reserves evaluated in the most recently delivered Reserve Report.
Section 5.Miscellaneous.
5.1Confirmation. The provisions of the Credit Agreement, as amended by this Fifth Amendment, shall remain in full force and effect following the Fifth Amendment Effective Date.
5.2Ratification and Affirmation; Representations and Warranties. The Borrower hereby: (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Credit Document to which it is a party and agrees that each such Credit Document remains in full force and effect as expressly amended hereby; (c) agrees that from and after the date hereof, each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) the representations and warranties set forth in each Credit Document to which it is a party are true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), provided that such representations shall be true and correct in all respects to the extent already qualified by materiality, and (ii) no Event of Default has occurred and is continuing.
5.3Counterparts. This Fifth Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature.
5.4No Oral Agreement. This Fifth Amendment and the other Credit Documents represent the agreement of the Borrower, the Guarantors, the Collateral Agent, the Administrative Agent and the Lenders party hereto with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Guarantors, any Agent nor any Lender party hereto relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.
5.5GOVERNING LAW. THIS FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.6Severability. Any provision of this Fifth Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
5.7Successors and Assigns. This Fifth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
5.8Credit Document. This Fifth Amendment is a “Credit Document” as defined and described in the Credit Agreement, and all of the terms and provisions of the Credit Agreement relating to Credit Documents shall apply hereto.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed.
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| BORROWER: | | CRESCENT ENERGY FINANCE LLC |
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By: /s/ Brandi Kendall Name: Brandi Kendall Title: Vice President
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| GUARANTORS: | |
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INDEPENDENCE MINERALS HOLDINGS LLC IE BUFFALO MINERALS LLC |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall |
| Title: Vice President |
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INDEPENDENCE UPSTREAM HOLDINGS L.P.
By: Independence Upstream Holdings GP LLC |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall |
| Title: Vice President |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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COLT ADMIRAL A HOLDING L.P. TITAN ENERGY HOLDINGS L.P.
By: Colt Admiral A Holding GP LLC |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall |
| Title: Vice President |
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INDEPENDENCE UPSTREAM HOLDINGS GP LLC COLT ADMIRAL A HOLDING GP LLC BRIDGE ENERGY LLC BRIDGE ENERGY HOLDINGS LLC JAVELIN OIL & GAS, LLC SPRINGFIELD GS HOLDINGS LLC JAVELIN EFA GP LLC JAVELIN PALO VERDE GP LLC JAVELIN MARKETING, LLC JAVELIN EF GP LLC CMP LEGACY CO. LLC JAVELIN UINTA, LLC |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall |
| Title: Authorized Person |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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JAVELIN EFA HOLDINGS LLC
By: JAVELIN OIL & GAS, LLC, its sole member |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall | |
| Title: Authorized Person | |
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JAVELIN EF L.P.
By: Javelin EF GP LLC, its general partner |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall | |
| Title: Authorized Person | |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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JAVELIN PALO VERDE LP
By: Javelin Palo Verde GP LLC, its general partner |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall | |
| Title: Authorized Person | |
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JAVELIN EF AGGREGATOR L.P NEWARK C-I HOLDING L.P. JAVELIN PALO VERDE AGGREGATOR L.P.
By: Javelin EFA GP LLC, its general partner |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall | |
| Title: Authorized Person | |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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INDEPENDENCE UPSTREAM L.P.
By: Independence Upstream GP LLC, its general partner By: Independence Upstream Holdings L.P., its sole member By: Independence Upstream Holdings GP LLC, its general partner |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall |
| Title: Authorized Person |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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INDEPENDENCE UPSTREAM GP LLC
By: Independence Upstream Holdings L.P., its sole member By: Independence Upstream Holdings GP LLC, its general partner |
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| By: | /s/ Brandi Kendall |
| Name: Brandi Kendall |
Title: Authorized Person |
FOURPASS ENERGY LLC
By: /s/ Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person
CONTANGO CRESCENT RENEE LLC
By: /s/ Brandi Kendall
Name: Brandi Kendall
Title: Senior Vice President
MADDEN ASSETCO LLC
By: /s/ Brandi Kendall
Name: Brandi Kendall
Title: Senior Vice President
MADDEN AGENTCO INC.
By: /s/ Brandi Kendall
Name: Brandi Kendall
Title: Senior Vice President
CONTANGO CRESCENT VENTURECO I LLC
By: /s/ Brandi Kendall
Name: Brandi Kendall
Title: Senior Vice President
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
CRESCENT CONVENTIONAL LLC
By: /s/ Brandi Kendall
Name: Brandi Kendall
Title: Vice President
CMP VENTURE CO. LLC
By: /s/ Brandi Kendall
Name: Brandi Kendall
Title: Vice President
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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RENEE HOLDING GP LLC EIGF MINERALS GP LLC INDEPENDENCE MINERALS GP LLC IE BUFFALO HOLDINGS LLC VINE ROYALTY GP LLC RENEE C-I HOLDING AGENT CORP. RENEE ACQUISITION LLC KNR RESOURCE INVESTORS GP LLC KNR RESOURCE HOLDINGS GP I LLC NEWARK ACQUISITION GP I LLC |
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| By: | /s/ David Rockecharlie |
| Name: David Rockecharlie |
| Title: Vice President |
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NEWARK HOLDING AGENT CORP. |
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By: | /s/ David Rockecharlie |
| Name: David Rockecharlie |
| Title: Chief Executive Officer |
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EIGF MINERALS L.P.
By: EIGF Minerals GP LLC, its general partner |
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| By: | /s/ David Rockecharlie |
| Name: David Rockecharlie |
| Title: Vice President |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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INDEPENDENCE MINERALS L.P. DMA ROYALTY INVESTMENTS L.P. FALCON HOLDING L.P. MINERAL ACQUISITION COMPANY I, LP
By: Independence Minerals GP LLC, its general partner |
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| By: | /s/ David Rockecharlie |
| Name: David Rockecharlie |
| Title: Vice President |
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VINE ROYALTY L.P.
By: Vine Royalty GP LLC, its general partner |
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By: | /s/ David Rockecharlie |
| Name: David Rockecharlie |
| Title: Vice President |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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KNR RESOURCE INVESTORS L.P.
By: KNR Resource Investors GP LLC, its general partner |
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| By: | /s/ David Rockecharlie |
| Name: David Rockecharlie |
| Title: Vice President |
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RENEE C-I HOLDING L.P.
By: Renee Holding GP LLC, its general partner |
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| By: | /s/ David Rockecharlie |
| Name: David Rockecharlie |
| Title: Vice President |
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KNR RESOURCE HOLDINGS I L.P.
By: KNR Resource Holdings GP I LLC |
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| By: | /s/ David Rockecharlie |
| Name: David Rockecharlie | |
| Title: Vice President | |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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NEWARK ACQUISITION I L.P.
By: Newark Acquisition GP I LLC, its general partner |
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| By: | /s/ David Rockecharlie |
| Name: David Rockecharlie | |
| Title: Vice President | |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
CONTANGO RESOURCES, LLC
CONTANGO ALTA INVESTMENTS, LLC
CONTANGO MIDSTREAM COMPANY, LLC
CONTARO COMPANY, LLC
IE L MERGER SUB LLC
CONTANGO AGENTCO ONSHORE, INC.
By: /s/ Clay Rynd
Name: Clay Rynd
Title: Senior Vice President
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
JAVELIN VENTURECO LLC
By: /s/ Ernesto W. Alegria
Name: Ernesto W. Alegria
Title: Senior Vice President and Treasurer
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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ADMINISTRATIVE AGENT, COLLATERAL AGENT, LETTER OF CREDIT ISSUER and LENDER: | | WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, a Letter of Credit Issuer and Lender
By: /s/ Paige Ebanks Name: Paige Ebanks Title: Vice President |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LETTER OF CREDIT ISSUER and LENDER: | | JPMORGAN CHASE BANK, N.A., as a Letter of Credit Issuer and Lender
By: /s/ Dalton Harris Name: Dalton Harris Title: Authorized Officer |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LENDER: | | BANK OF AMERICA, N.A., as a Lender
By: /s/ Ajay Prakash Name: Ajay Prakash Title: Director |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LENDER: | | ROYAL BANK OF CANADA, as a Lender
By: /s/ Kristan Spivey Name: Kristan Spivey Title: Authorized Signatory |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LENDER: | | FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Thomas Kleiderer Name: Thomas Kleiderer Title: Managing Director |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LENDER: | | KEYBANK NATIONAL ASSOCIATION, as a Lender
By: /s/ David M. Bornstein Name: David M. Bornstein Title: Senior Vice President |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LENDER: | | MIZUHO BANK, LTD., as a Lender
By: /s/ Edward Sacks Name: Edward Sacks Title: Executive Director |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LENDER: | | TRUIST BANK, as a Lender
By: /s/ James Giordano Name: James Giordano Title: Managing Director |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LENDER: | | MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
By: /s/ Aaron McLean Name: Aaron McLean Title: Vice President |
[Signature Page to Crescent Energy Finance, LLC – Fifth Amendment to Credit Agreement]
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| LENDER: | | CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By: /s/ Lyle Levy Name: Lyle Levy Title: Director |
Crescent Energy Closes Accretive Western Eagle Ford Acquisition
Maintains Strong Financial Position with Reaffirmation of Revolving Credit Facility Terms
Completes Previously Announced Class A Share Conversion Increasing Public Float to 46%
Houston, July 10, 2023 – Crescent Energy Company (NYSE: CRGY) today announced the closing of its previously announced acquisition of operatorship and incremental working interest in its existing Western Eagle Ford assets for a total cash consideration of approximately $600 million, subject to customary purchase price adjustments. In addition the Company’s public float increased to 46% from 29% with the previously announced conversion of approximately 28 million private shares to Class A public shares. Both transactions closed on July 3, 2023.
Crescent CEO David Rockecharlie said, “We continue to execute on our long-term strategy, which includes opportunistically growing our footprint in the Eagle Ford through accretive M&A while maintaining financial strength and enhancing our capital markets presence. These transactions demonstrate our continued focus on delivering long-term value to investors through increased scale and improved trading liquidity.”
Western Eagle Ford Acquisition
Following closing, Crescent assumed operatorship of its existing Western Eagle Ford acreage and plans to maintain a one-rig development program on the asset through the remainder of the year. For the second half of 2023, the Company estimates the acquisition will increase net production by 19 – 21 MBoe/d and capital investments by approximately $45 – $55 million. Crescent plans to provide detailed pro forma guidance for 2023 in conjunction with its second quarter earnings release in August.
Financial Position Update
Concurrent with closing, Crescent’s lenders reaffirmed the borrowing base under its revolving credit facility (the “Revolving Credit Facility”) at $2.0 billion with an elected commitment amount of $1.3 billion. As of June 30, 2023, the Company had $250 million of outstanding borrowings under the Revolving Credit Facility. Pro forma for the closing of the acquisition, Crescent has approximately $790 million outstanding under the Revolving Credit Facility and over $500 million of liquidity.
Class A Conversion
Following the completion of the previously announced Class A share conversion, approximately 28 million private Class B shares / OpCo Units have been converted to Class A public shares and such shares have been distributed to certain legacy investors in privately-managed funds and accounts. The Company has 76 million Class A shares outstanding, and the combined total of Class A and Class B shares outstanding remains 167 million. The Class A shares distributed to such investors are subject to customary legal trading restrictions associated with restricted stock. Certain KKR-managed funds and accounts continue to hold indirect interests in
Class B shares / OpCo Units. In addition KKR's balance sheet retains its existing 16% ownership, which is held by an indirect subsidiary of KKR & Co. Inc. for its own account and not through its investment funds. KKR remains a long-term investor and has reiterated that it has no present intention of selling the shares in the Company it holds for its own account.
About Crescent Energy
Crescent is a well-capitalized, U.S. independent energy company with a portfolio of proven, low-decline assets across the lower 48 states that generate substantial cash flow supported by a predictable base of production. Crescent’s leadership team is a proven team of investment, financial and industry professionals. Together, they have executed a consistent strategy for more than a decade. The Company’s mission is to invest in energy assets and deliver better returns through strong operations and stewardship. For additional information, please visit www.crescentenergyco.com.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, including with respect to the proposed transaction. The words and phrases “should”, “could”, “may”, “will”, “believe”, “think”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “target”, “goal” and similar expressions identify forward-looking statements and express the Company’s expectations about future events. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, weather, political, economic and market conditions, including the ongoing effects of inflation and a decline in the price and market demand for natural gas, natural gas liquids and crude oil, the impact of pandemics such as COVID-19, actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil producing countries, the timing and success of business development efforts, and other uncertainties. Consequently, actual future results could differ materially from expectations. The Company assumes no duty to update or revise its forward-looking statements based on new information, future events or otherwise.
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