Crescent Energy Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
$CRGY
Oil & Gas Production
Energy
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): January 2, 2026
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Introductory Note
On January 2, 2026 (the “Settlement Date”), Crescent Energy Finance LLC (the “Issuer”), an indirect subsidiary of Crescent Energy Company (the “Company”), completed its previously announced offers to eligible holders to exchange (the “Exchange Offers”) (i) any and all of the Issuer’s, as successor in interest to Vital Energy, Inc. (“Vital”), 7.75% Senior Notes due 2029 (the “Vital 2029 Notes”) for up to $298,214,000 aggregate principal amount of new 7.75% Senior Notes due 2029 to be issued by the Issuer (the “Crescent 2029 Notes”), and (ii) any and all of the Issuer’s, as successor in interest to Vital, 9.750% Senior Notes due 2030 (the “Vital 2030 Notes” and, together with the Vital 2029 Notes, the “Vital Notes”) for up to $302,364,000 aggregate principal amount of new 9.750% Senior Notes due 2030 to be issued by the Issuer (the “Crescent 2030 Notes” and, together with the Crescent 2029 Notes, the “Crescent Notes”). The related solicitations of consents (the “Consent Solicitations”) by the Issuer to adopt certain amendments (the “Proposed Amendments”) to each of the indentures governing the Vital Notes (collectively, the “Vital Indentures”) were also completed on the Settlement Date.
Pursuant to the Exchange Offers and Consent Solicitations, the aggregate principal amounts of Vital Notes set forth in the table below were validly tendered and accepted. Such accepted Vital Notes have been retired and canceled and will not be reissued. Following such cancellation, the aggregate principal amounts of the Vital Notes set forth in the table below remain outstanding.
| Title of Vital Notes | Principal Amount Outstanding at Commencement of the Exchange Offers | Principal Amount Tendered and Accepted | Principal Amount Outstanding Following Settlement | |||||||||||||||||
| 7.75% Senior Notes due 2029 | $ | 298,214,000 | $ | 295,276,000 | $ | 2,938,000 | ||||||||||||||
| 9.750% Senior Notes due 2030 | $ | 302,364,000 | $ | 237,394,000 | $ | 64,970,000 | ||||||||||||||
The events described in this Current Report on Form 8-K took place in connection with the settlement of the Exchange Offers and Consent Solicitations.
Item 1.01. Entry into a Material Definitive Agreement.
Crescent 2029 Notes Indenture
On the Settlement Date, the Issuer issued $294,843,000 aggregate principal amount of the Crescent 2029 Notes pursuant to that certain Indenture, dated as of the Settlement Date (the “Crescent 2029 Notes Indenture”), among the Issuer, certain subsidiaries of the Issuer, as guarantors (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Crescent 2029 Notes are senior unsecured obligations of the Issuer. The Crescent 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the existing subsidiaries of the Issuer that guarantee its indebtedness under its revolving credit facility. The Crescent 2029 Notes are not guaranteed by the Company, which is the managing member of Crescent Energy OpCo LLC (“OpCo”), which is the sole member of the Issuer, or OpCo, and neither the Company nor OpCo is subject to the terms of the Crescent 2029 Notes Indenture.
Maturity and Interest
The Crescent 2029 Notes will mature on July 31, 2029. The Crescent 2029 Notes bear interest at a rate of 7.75% per annum, payable in arrears on each January 31 and July 31, with interest payments on the Crescent 2029 Notes commencing January 31, 2026.
Optional Redemption
At any time, the Issuer may, on any one or more occasions, redeem all or a part of the Crescent 2029 Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, subject to the right of holders of record of the Crescent 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on July 31 of the years indicated below:
| Year | Percentage | |||||||
| 2025 | 101.9375% | |||||||
| 2026 and thereafter | 100.0000% | |||||||
Change of Control
If the Issuer experiences certain kinds of changes of control accompanied by a ratings decline, each holder of the Crescent 2029 Notes may require the Issuer to repurchase all or a portion of its Crescent 2029 Notes for cash at a price equal to 101% of the aggregate principal amount of such Crescent 2029 Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Certain Covenants
The Crescent 2029 Notes Indenture contains covenants that, among other things, limit the ability of the Issuer’s restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of its equity or redeem, repurchase or retire its equity or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from any non-Guarantor restricted subsidiary to it; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.
Events of Default
If an Event of Default (as defined in the Crescent 2029 Notes Indenture) occurs and is continuing under the Crescent 2029 Notes Indenture, the Trustee or holders of at least 30% in principal amount of the then total outstanding Crescent 2029 Notes by written notice to the Issuer and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Crescent 2029 Notes to be due and payable immediately; provided that the Crescent 2029 Notes will be due and payable immediately without further action or notice if such an Event of Default results from certain events of bankruptcy or insolvency with respect to the Issuer, any restricted subsidiary of the Issuer that is a significant subsidiary or any group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary.
Crescent 2030 Notes Indenture
On the Settlement Date, the Issuer issued $237,179,000 aggregate principal amount of the Crescent 2030 Notes pursuant to that certain Indenture, dated as of the Settlement Date (the “Crescent 2030 Notes Indenture” and, together with the Crescent 2029 Notes Indenture, the “Crescent Notes Indentures”), among the Issuer, the Guarantors and the Trustee.
The Crescent 2030 Notes are senior unsecured obligations of the Issuer. The Crescent 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the existing subsidiaries of the Issuer that guarantee its indebtedness under its revolving credit facility. The Crescent 2030 Notes are not guaranteed by the Company, which is the managing member of OpCo, which is the sole member of the Issuer, or OpCo, and neither the Company nor OpCo is subject to the terms of the Crescent 2030 Notes Indenture.
Maturity and Interest
The Crescent 2030 Notes will mature on October 15, 2030. The Crescent 2030 Notes bear interest at a rate of 9.750% per annum, payable in arrears on each April 15 and October 15, with interest payments on the Crescent 2030 Notes commencing April 15, 2026.
Optional Redemption
At any time prior to October 15, 2026, the Issuer may, on any one or more occasions, redeem all or a part of the Crescent 2030 Notes at a redemption price equal to 100% of the principal amount of the Crescent 2030 Notes
redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
On or after October 15, 2026, the Issuer may, on any one or more occasions, redeem all or a part of the Crescent 2030 Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, subject to the right of holders of record of the Crescent 2030 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:
| Year | Percentage | |||||||
| 2026 | 104.8750% | |||||||
| 2027 | 102.4375% | |||||||
| 2028 and thereafter | 100.0000% | |||||||
Change of Control
If the Issuer experiences certain kinds of changes of control accompanied by a ratings decline, each holder of the Crescent 2030 Notes may require the Issuer to repurchase all or a portion of its Crescent 2030 Notes for cash at a price equal to 101% of the aggregate principal amount of such Crescent 2030 Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Certain Covenants
The Crescent 2030 Notes Indenture contains covenants that, among other things, limit the ability of the Issuer’s restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of its equity or redeem, repurchase or retire its equity or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from any non-Guarantor restricted subsidiary to it; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.
Events of Default
If an Event of Default (as defined in the Crescent 2030 Notes Indenture) occurs and is continuing under the Crescent 2030 Notes Indenture, the Trustee or holders of at least 30% in principal amount of the then total outstanding Crescent 2030 Notes by written notice to the Issuer and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Crescent 2030 Notes to be due and payable immediately; provided that the Crescent 2030 Notes will be due and payable immediately without further action or notice if such an Event of Default results from certain events of bankruptcy or insolvency with respect to the Issuer, any restricted subsidiary of the Issuer that is a significant subsidiary or any group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary.
The Crescent Notes were issued in exchange for Vital Notes pursuant to the Exchange Offers, which were exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”). The Crescent Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
The foregoing description of the Crescent Notes Indentures and the Crescent Notes is not complete and is subject to and qualified in its entirety by reference to the Crescent Notes Indentures and the form of the Crescent Notes, copies of which are included as Exhibits 4.3, 4.4, 4.5 and 4.6 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided under the Introductory Note and Item 1.01 in this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
As previously disclosed, as of 5:00 p.m., New York City time, on December 12, 2025, the Issuer received the requisite number of consents to adopt the Proposed Amendments with respect to the Vital Notes and the Vital Indentures. On December 12, 2025, Vital entered into supplemental indentures containing the Proposed Amendments (the “Vital Supplemental Indentures”). The Vital Supplemental Indentures became operative on the Settlement Date. As a result of the Vital Supplemental Indentures, certain restrictive covenants contained in the Vital Indentures were removed.
The foregoing description of the Vital Supplemental Indentures is not complete and is subject to and qualified in its entirety by reference to the Vital Supplemental Indentures, copies of which are included as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
CRESCENT ENERGY COMPANY | ||||||||
Date: January 2, 2026 | By: | /s/ Brandi Kendall | ||||||
| Name: | Brandi Kendall | |||||||
| Title: | Chief Financial Officer | |||||||