Crescent Energy Announces Transition to Single Class of Common Stock and Elimination of Up-C Structure
Crescent Energy Company (NYSE:CRGY) ("Crescent" or the "Company"), today announced the simplification of its corporate structure by eliminating the Company's umbrella partnership-C corporation ("Up-C") structure through conversion of all remaining Class B common stock into Class A common stock, effective as of April 4, 2025 (the "Corporate Simplification").
As a result of the Corporate Simplification, all of the Company's stockholders now hold Class A common stock, with the same aligned economic and voting interests. The Company anticipates that simplifying its organizational structure and capitalization table will unlock shareholder value through reduced complexity, improving clarity of financial presentation, eliminating certain compliance and reporting costs, and enhancing accessibility for a broader pool of future investors.
There is no transfer of ownership contemplated in connection with the Corporate Simplification. KKR retains its existing 10% 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 committed long-term investor in Crescent, and as part of this Corporate Simplification, has agreed to a 180-day lock-up of its shares.
Crescent CEO David Rockecharlie said, "Today's announcement is in-line with our strategic goal of simplifying to grow, and we believe our streamlined corporate structure will deliver value to our existing Crescent shareholders while enabling us to expand our investor base and capital markets access.
Moreover, the Corporate Simplification is a result of the proactive approach our team has taken during this period of market volatility. With our consistent strategy, strong balance sheet and significant, well-hedged free cash flow generation, we believe we are well positioned to capitalize on opportunities for long-term value in any environment."
About Crescent Energy Company
Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Crescent's portfolio of low-decline, cash-flow oriented assets comprises both mid-cycle unconventional and conventional assets with a long reserve life and deep inventory of high-return development locations in the Eagle Ford and Uinta basins. Crescent's leadership is an experienced team of investment, financial and industry professionals that combines proven investment and operating expertise. For more than a decade, Crescent and its predecessors have executed on a consistent strategy focused on cash flow, risk management and returns. For additional information, please visit www.crescentenergyco.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, 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", "plan", "intend", "expect", "potential", "possible", "anticipate", "estimate", "forecast", "view", "efforts", "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 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; the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the company's operations; our hedging strategy and results; federal and state regulations and laws; upcoming 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 rising tensions with Iran; the impact of disruptions in the capital markets; the timing and success of business development efforts, including acquisition and disposition opportunities; our reliance on our external manager, sustained cost inflation, elevated interest rates, the effects of tariffs and central bank policy changes associated therewith and other uncertainties. Consequently, actual future results could differ materially from expectations. The Company assumes no duty to update or revise its respective forward-looking statements based on new information, future events or otherwise.
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