Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced
today that, subject to market conditions, its indirect subsidiary
Crescent Energy Finance LLC (the “Issuer”) intends to offer for
sale in a private placement pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended (the “Securities
Act”), to eligible purchasers of $300 million aggregate principal
amount of 7.625% Senior Notes due 2032 (the “Additional Notes” and,
together with the Existing Notes (as defined below), the “Notes”).
The Additional Notes are being offered as additional notes under
the indenture dated as of March 26, 2024, as supplemented (the
“Indenture”), pursuant to which the Issuer has previously issued
$700 million aggregate principal amount of 7.625% Senior Notes due
2032 (the “Existing Notes”). The Additional Notes will have
substantially identical terms, other than the issue date, the first
interest payment date and the initial offering price, as the
Existing Notes, and the Additional 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. The Notes
mature on April 1, 2032 and pay interest at the rate of 7.625% per
year, payable on April 1 and October 1 of each year, with interest
payments on the Additional Notes commencing on April 1, 2025.
The Issuer intends to use the net proceeds of this offering,
together with the net proceeds of the previously announced
underwritten public offering of our Class A Common Stock (the
“Equity Offering”), to fund the cash portion of the consideration
for the previously announced acquisition of Ridgemar (Eagle Ford)
LLC (the “Ridgemar Acquisition”). Pending the use of proceeds
described in the previous sentence, the proceeds from this offering
will be used to temporarily reduce the borrowings outstanding under
our revolving credit facility. If the Ridgemar Acquisition is not
completed, the proceeds of this offering will be used to reduce the
borrowings outstanding under our revolving credit facility or for
general corporate purposes. This offering is not contingent on the
completion of the Ridgemar Acquisition or the Equity Offering, and
neither the Ridgemar Acquisition nor the Equity Offering is
conditioned on the completion of this offering.
The Notes and the related guarantees have not been registered
under the Securities Act, or any state securities laws, and, unless
so registered, the Notes and the guarantees 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 Issuer
plans to offer and sell the Additional Notes only to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act and to persons outside the
United States pursuant to Regulation S under the Securities
Act.
This communication shall not constitute an offer to sell, or the
solicitation of an offer to buy, the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Crescent Energy Company
Crescent Energy Company is a U.S. energy company with a
portfolio of assets concentrated in Texas and the Rockies.
Cautionary Statement Regarding Forward-Looking
Information
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended. These
statements are based on current expectations. 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
our expectations about future events. This communication includes
statements regarding this private placement and the Equity Offering
and the use of proceeds therefrom, respectively, and the Ridgemar
Acquisition and the transactions related thereto that may contain
forward-looking statements within the meaning of federal securities
laws. We believe that our expectations are based on reasonable
assumptions; however, no assurance can be given that such
expectations will prove to be correct. A number of factors could
cause actual results to differ materially from the expectations,
anticipated results or other forward-looking information expressed
in this communication, including weather, political, economic and
market conditions, including a decline in the price and market
demand for natural gas, natural gas liquids and crude oil,
uncertainties inherent in estimating natural gas and oil reserves
and in projecting future rates of production, our hedging strategy
and results, federal and state regulations and laws, recent
elections and associated political volatility, the severity and
duration of public health crises, actions by the Organization of
the Petroleum Exporting Countries (“OPEC”) and non-OPEC
oil-producing countries, the impact of the armed conflict in
Ukraine, continued hostilities in the Middle East, including the
Israel-Hamas conflict and heightened tensions in Iran, Lebanon and
Yemen, the impact of disruptions in the capital markets, the timing
and success of business development efforts, including acquisition
and disposition opportunities, our ability to integrate operations
or realize any anticipated operational or corporate synergies and
other benefits from the Ridgemar Acquisition and the acquisition of
SilverBow Resources, Inc., our reliance on our external manager,
sustained cost inflation, elevated interest rates and central bank
policy changes associated therewith and other uncertainties. All
statements, other than statements of historical facts, included in
this communication that address activities, events or developments
that we expect, believe or anticipate 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 our control. Consequently, actual future results could
differ materially from our expectations due to a number of factors,
including, but not limited to, those items identified as such in
the most recent Annual Report on Form 10-K and any subsequently
filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K
and the risk factors described thereunder, filed by Crescent Energy
Company with the U.S. Securities and Exchange Commission.
Many of such risks, uncertainties and assumptions are beyond our
ability to control or predict. Because of these risks,
uncertainties and assumptions, you should not place undue reliance
on these forward-looking statements. We do not give any assurance
(1) that we will achieve our expectations or (2) concerning any
result or the timing thereof.
All subsequent written and oral forward-looking statements
concerning this offering and the Equity Offering and the use of
proceeds therefrom, respectively, and the Ridgemar Acquisition and
the transaction related thereto, Crescent Energy Company and the
Issuer or other matters and attributable thereto or to any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. We assume no duty to update or
revise these forward-looking statements based on new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20241203098449/en/
IR@crescentenergyco.com
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