* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
1
|
NAME OF REPORTING PERSON
PT Independence Energy Holdings LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☒ (b): ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (see Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0 shares
|
|||
8
|
SHARED VOTING POWER
|
||
36,813,628 shares (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0 shares
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
36,813,628 shares (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,813,628 shares (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Consists of shares of Class B Common Stock, par value $0.0001 per share, of Crescent Energy Company (the “Issuer” and such stock, “Class B Common Stock”) and an equivalent number of
units representing limited liability company interests of Crescent Energy OpCo LLC ( “OpCo”, and such units, “OpCo LLC Units”), which together are
exchangeable for shares of Class A Common Stock, par value $0.0001 per share of the Issuer (“Class A Common Stock”), on a one-for-one basis pursuant
to the Amended and Restated LLC Agreement of OpCo (“OpCo LLC Agreement”).
|
(2)
|
Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2024. This combined total consists
of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c)
assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC
Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.
|
1
|
NAME OF REPORTING PERSON
Liberty Energy Holdings LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☒ (b): ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (see Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0 shares
|
|||
8
|
SHARED VOTING POWER
|
||
36,854,746 shares (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0 shares
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
36,854,746 shares (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,854,746 shares (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of
OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director
designees of the Reporting Persons.
|
(2)
|
Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A
Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along
with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B
Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.
|
1
|
NAME OF REPORTING PERSON
Liberty Mutual Insurance Company
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☒ (b): ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (see Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0 shares
|
|||
8
|
SHARED VOTING POWER
|
||
36,854,746 shares (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0 shares
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
36,854,746 shares (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,854,746 shares (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of
OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director
designees of the Reporting Persons.
|
(2)
|
Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A
Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along
with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B
Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.
|
1
|
NAME OF REPORTING PERSON
Liberty Mutual Group Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☒ (b): ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (see Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0 shares
|
|||
8
|
SHARED VOTING POWER
|
||
36,854,746 shares (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0 shares
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
36,854,746 shares (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,854,746 shares (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of
OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director
designees of the Reporting Persons.
|
(2)
|
Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A
Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along
with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B
Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.
|
1
|
NAME OF REPORTING PERSON
LMHC Massachusetts Holdings Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☒ (b): ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (see Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0 shares
|
|||
8
|
SHARED VOTING POWER
|
||
36,854,746 shares (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0 shares
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
36,854,746 shares (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,854,746 shares (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of
OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director
designees of the Reporting Persons.
|
(2)
|
Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A
Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along
with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B
Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.
|
1
|
NAME OF REPORTING PERSON
Liberty Mutual Holding Company Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☒ (b): ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (see Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0 shares
|
|||
8
|
SHARED VOTING POWER
|
||
36,854,746 shares (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0 shares
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
36,854,746 shares (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,854,746 shares (1)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of
OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director
designees of the Reporting Persons.
|
(2)
|
Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A
Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along
with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B
Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.
|
(a)
|
, (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Act, by:
|
(i)
|
PT Independence Energy Holdings LLC, a Delaware limited liability company;
|
(ii)
|
Liberty Energy Holdings, LLC, a Delaware limited liability company;
|
(iii)
|
Liberty Mutual Insurance Company, a Massachusetts corporation;
|
(iv)
|
Liberty Mutual Group Inc., a Massachusetts corporation;
|
(v)
|
LMHC Massachusetts Holdings Inc., a Massachusetts corporation; and
|
(vi)
|
Liberty Mutual Holding Company Inc., a Massachusetts corporation (the persons and entities listed in items (i)
through (vi) are collectively referred to herein as the “Reporting Persons”).
|
(b)
|
The address of the business office of each of the Reporting Persons is 175 Berkeley Street, Boston, Massachusetts
02116.
|
(c)
|
Each of Holdings, LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. is principally engaged as a holding company. PT
Reporting Person is principally engaged in the business of oil and natural gas exploration and production. Liberty Mutual Group Inc. and Liberty Mutual is principally engaged providing diversified global insurance services.
|
PT INDEPENDENCE ENERGY HOLDINGS LLC
|
||
By:
|
/s/ Brandi Kendall
|
|
Name:
|
Brandi Kendall
|
|
Title:
|
Vice President
|
|
LIBERTY ENERGY HOLDINGS, LLC
|
||
By:
|
/s/ Bevin Brown
|
|
Name:
|
Bevin Brown
|
|
Title:
|
Vice President
|
|
LIBERTY MUTUAL INSURANCE COMPANY
|
||
By:
|
/s/ Vlad Barbalat
|
|
Name:
|
Vlad Barbalat
|
|
Title:
|
Executive Vice President
|
|
LIBERTY MUTUAL GROUP INC.
|
||
By:
|
/s/ Vlad Barbalat
|
|
Name:
|
Vlad Barbalat
|
|
Title:
|
Executive Vice President
|
|
LMHC MASSACHUSETTS HOLDINGS INC.
|
||
By:
|
/s/ Vlad Barbalat
|
|
Name:
|
Vlad Barbalat
|
|
Title:
|
Executive Vice President
|
|
LIBERTY MUTUAL HOLDING COMPANY INC.
|
||
By:
|
/s/ Vlad Barbalat
|
|
Name:
|
Vlad Barbalat
|
|
Title:
|
Executive Vice President
|
Name
|
Principal Occupation
|
David H. Long
|
Chairman of Liberty Mutual Holding Company Inc.
|
Joseph L. Hooley
|
Retired Chairman and former Chief Executive Officer of State Street Corporation
|
Timothy M. Sweeney
|
Chief Executive Officer and President of Liberty Mutual Holding Company Inc.
|
Myrtle S. Potter
|
Retired CEO, Sumitomo Pharma America, Inc.
|
Nancy W. Quan
|
EVP & Global Chief Technical and Innovation Officer, The Coca-Cola Company
|
Ellen A. Rudnick
|
Senior Advisor, Polsky Center for Entrepreneurship and Innovation, University of Chicago
|
Angel A. Ruiz
|
Chairman, MediaKind
|
George Serafeim
|
Charles M. Williams Professor of Business Administration, Harvard Business School
|
Martin P. Slark
|
Retired Chief Executive Officer, Molex LLC
|
Eric A. Spiegel
|
Retired President and Chief Executive Officer, Siemens Corporation
|
Annette M. Verschuren, O.C.
|
Chair and Chief Executive Officer, NRStor Inc.
|
Anne G. Waleski
|
Retired Chief Financial Officer of Markel Corporation
|
Vlad Y. Barbalat
|
Executive Vice President and Chief Investment Officer; President, Liberty Mutual Investments
|
Neeti Bhalla Johnson
|
Executive Vice President; President, Global Risk Solutions
|
Monica Caldas
|
Executive Vice President and Chief Information Officer
|
Melanie M. Foley
|
Executive Vice President, Chief Purpose and Diversity Equity and Inclusion Officer and Assistant Secretary
|
Damon Hart
|
Executive Vice President, Secretary and Chief Legal Officer
|
James M. MacPhee
|
Executive Vice President and Chief Operating Officer
|
Hamid T. Mirza
|
Executive Vice President and President, US Retail Markets
|
Christopher L. Peirce
|
Executive Vice President and Chief Financial Officer
|
Leonid Rasin
|
Executive Vice President and Corporate Actuary
|
Paul Sanghera
|
Executive Vice President and Comptroller
|
Ann T. Stanberry
|
Executive Vice President, Chief Strategy Officer and Assistant Secretary
|
Nik Vasilakos
|
Executive Vice President and Treasurer
|