Crescent Energy Company filed SEC Form 8-K: Regulation FD Disclosure, 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): December 4, 2024
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
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(713 ) 332-7001
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Item 7.01. Regulation FD Disclosure.
On December 4, 2024, Crescent Energy Finance LLC (“CE Finance”), a subsidiary of Crescent Energy Company (NYSE: CRGY) (the “Company” or “our,” “us,” or “we”), issued a news release announcing that, subject to market conditions, CE Finance intends to offer (the “Notes Offering”) 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 $300 million aggregate principal amount of its 7.625% Senior Notes due 2032 (the “Notes”). The Notes are being offered as additional notes under the indenture dated as of March 26, 2024 (the “Base Indenture”), as supplemented by the first supplemental indenture dated as of September 3, 2024 and the second supplemental indenture dated as of November 7, 2024 (collectively, the “Supplemental Indentures” and, together with the Base Indenture, the “Indenture”), pursuant to which CE Finance has previously issued $700 million aggregate principal amount of 7.625% Senior Notes due 2032 (the “Existing Notes”). The 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 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. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In addition, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01, including Exhibit 99.1, 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 or the Exchange Act.
Item 8.01 Other Events.
On December 4, 2024, in connection with the Notes Offering, the Company provided certain updated disclosure to potential investors, the relevant excerpt of which is set forth below.
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As of November 30, 2024, we had $501.3 million outstanding borrowings under our Revolving Credit Facility, resulting in $1,477.5 million of remaining availability thereunder (net of $21.2 million in outstanding letters of credit).
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, CRGY has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 4, 2024
| CRESCENT ENERGY COMPANY | |||||
| By: | /s/ Bo Shi | ||||
| Name: | Bo Shi | ||||
| Title: | General Counsel | ||||