SEC Form SC 13D/A filed by Crescent Energy Company (Amendment)

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on December 17, 2021, as amended on September 15, 2022, June 6, 2023, July 5, 2023 and November 15, 2023, (as so amended, the “Schedule 13D”) by the Reporting Persons, relating to the shares of Class A Common Stock of Crescent Energy Company, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 600 Travis Street, Suite 7200, Houston, Texas 77002.

Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:

Mr. Dane Holmes currently serves as an executive officer of KKR & Co. Inc.  Mr. Holmes is a United States citizen and his business address is c/o Kohlberg Kravis Roberts & Co. L.P., 555 California Street, 50th Floor, San Francisco, CA 94104.

The directors of KKR & Co. Inc. are listed on the amended and restated Annex A attached hereto, which is incorporated herein by reference.

 

Item 4 of the Schedule 13D is hereby amended by adding the following:

On March 6, 2024, the Issuer and Independence Energy Aggregator L.P., as the sole selling stockholder (the “Selling Stockholder”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with the Representatives (as defined below) with respect to an underwritten secondary public offering (the “March 2024 Offering”) of 13,800,000 shares of Class A Common Stock on behalf of the Selling Stockholder, pursuant to the Issuer’s registration statement on Form S-3 (File No. 333-277702) filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on March 6, 2024. On March 11, 2024, the Selling Stockholder consummated its sale of the Class A Common Stock in the March 2024 Offering, all upon conversion of an equal number of OpCo LLC Units and shares of Class B Common Stock held by the Selling Stockholder, as contemplated by the Underwriting Agreement and set forth in the final prospectus filed by the Issuer with the SEC on March 8, 2024 (the “Prospectus”). The Selling Stockholder received net proceeds (before expenses) of $136,206,000 (or $9.87 per share) from the sale of the Class A Common Stock. Wells Fargo Securities, LLC and Evercore Group L.L.C. acted as the representatives (the “Representatives”) of the several underwriters named in Schedule A to the Underwriting Agreement (collectively, the “Underwriters”). For additional information regarding the Underwriting Agreement, see Item 6 below.

 

In connection with the March 2024 Offering, IE Aggregator and OpCo entered into a Repurchase Agreement, dated March 6, 2024 (the “Repurchase Agreement”), pursuant to which, on March 11, 2024, OpCo repurchased from IE Aggregator an aggregate of 2,300,000 OpCo LLC Units at a price per OpCo LLC Unit equal to $9.87, and the Issuer cancelled a corresponding number of shares of Class B Common Stock held by IE Aggregator (the “Repurchase”). Such repurchase was effected in lieu of the exercise by IE Aggregator of its redemption right described in Section 3.6(a)(i) of the OpCo LLC Agreement and OpCo’s cash election right described in Section 3.6(a)(iii) of the OpCo LLC Agreement. The total amount paid to IE Aggregator in such repurchase was $22,701,000. While the March 2024 Offering was not conditioned upon the completion of the Repurchase, the Repurchase was conditioned upon the completion of the March 2024 Offering.

 

The description of the Repurchase Agreement set forth above in this Item 4 does not purport to be complete and such description is qualified in its entirety by reference to the full text of such document, which is included as Exhibit O to this Schedule 13D and is incorporated herein by reference.

 

IE Aggregator holds 35,134,496 shares of Class B Common Stock and the same number of OpCo LLC Units. KKR Upstream Associates LLC holds 572,354 shares of Class A Common Stock. The terms of the OpCo LLC Agreement provide certain holders of the OpCo LLC Units with the right to cause OpCo to acquire all or a portion of the OpCo LLC Units (the “Redemption Right”) for, at OpCo’s election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, together with an equal number of shares of Class B Common Stock (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and similar transactions), or (b) cash. As a result, for the purpose of Rule 13d-3 under the Act, each of IE Aggregator and Aggregator GP may be deemed to be the beneficial owners of an aggregate of 35,134,496 shares of Class A Common Stock, which represents approximately 25.0% of the outstanding Class A Common Stock, based on a combined total of 140,543,296  shares of Class A Common Stock of the Issuer outstanding as of March 11, 2024. This combined total consists of (a) 105,408,800 shares of Class A Common Stock, consisting of 91,608,800 shares of Class A Common Stock outstanding as of February 29, 2024 and 13,800,000 shares of Class A Common Stock converted from Class B Common Stock on March 11, 2024, as further described in Item 4 above and (b) assumes that all 35,134,496 shares of Class B Common Stock beneficially owned by IE Aggregator and Aggregator GP, 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. In the event that all outstanding shares of Class B Common Stock and OpCo LLC Units were exchanged for shares of Class A Common Stock, IE Aggregator and Aggregator GP would hold approximately 19.8% of the outstanding Class A Common Stock, based on a combined total of 177,356,924 shares of Class A Common Stock.

The Reporting Persons and PT Independence Energy Holdings LLC, a Delaware limited liability company (“PT Independence”) may be deemed to constitute a group for purposes of Section 13(d) due to the terms of the Specified Rights Agreement. However, neither the Reporting Persons nor PT Independence have voting or dispositive power over the other party’s shares of Class A Common Stock or securities convertible into or exercisable for shares of Class A Common Stock, including any OpCo LLC Units or shares of Class B Common Stock. PT Independence has separately filed a Schedule 13D with respect to its interest in the Issuer.

 

Item 6 of the Schedule 13 D is hereby amended by adding the following:

 

The information set forth in Items 4 and 5 of the Schedule 13D is hereby incorporated by reference into this Item 6.

 

Underwriting and Lock-Up Agreement

The Selling Stockholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, the Class A Common Stock in the March 2024 Offering at a purchase price of $9.87 per share, pursuant to, and subject to the terms and conditions of, the Underwriting Agreement.

 

In connection with the March 2024 Offering, on March 6, 2024, the Selling Stockholder also entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the Underwriters. The Lock-Up Agreement provides that the Selling Stockholder will not offer, sell, contract to sell, pledge, lend or otherwise dispose of, directly or indirectly, any Class A Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Class A Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge, loan or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Wells Fargo Securities, LLC, for a period of 60 days after the date of the final prospectus used to sell securities in the March 2024 Offering (subject to certain exceptions and termination provisions specified in the Lock-Up Agreement).

 

Item 7 of the Schedule 13D is hereby amended by adding the following exhibits: