Form 8-K - Current report

0001866175False00018661752024-09-042024-09-04

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): September 4, 2024

Crescent Energy Company

(Exact name of registrant as specified in its charter)

Delaware

001-41132

87-1133610

(State or Other Jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

600 Travis Street, Suite 7200
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including Area Code:
[phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

CRGY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02.    Results of Operations and Financial Condition.

Notes Offering

On September 4, 2024, in connection with the Notes Offering (as defined below), Crescent Energy Company (NYSE: CRGY) (the “Company” or “our,” “us,” or “we”) provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below in Item 8.01.

In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of 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 of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01.    Regulation FD Disclosure.

On September 4, 2024, Crescent Energy Finance LLC (“CE Finance”), a subsidiary of the Company, 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, to eligible purchasers $250 million aggregate principal amount of its 7.375% Senior Notes due 2033 (the “Notes”). The Notes are being offered as additional notes under the indenture dated as of June 14, 2024 (the “Base Indenture”), as supplemented by the first supplemental indenture dated as of September 3, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), pursuant to which the Issuer has previously issued $750 million aggregate principal amount of 7.375% Senior Notes due 2033 (the “Existing Notes”). The Notes will have substantially identical terms, other than the issue date, and the issue 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.

Also on September 4, 2024, the Company issued a news release announcing entry into a series of agreements with unaffiliated third parties to acquire certain interests in oil and gas properties, rights and related assets located in Atascosa, Frio, La Salle and McMullen Counties, Texas for aggregate consideration of approximately $168 million, subject to customary purchase price adjustments (the “August 2024 Acquisition”). A copy of the press release is attached hereto as Exhibit 99.2 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 and Exhibit 99.2, 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 September 4, 2024, in connection with the Notes Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below.

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The Company’s portfolio of assets:

•at December 31, 2023, consisted of 994.0 net MMBoe after giving effect to the merger with SilverBow Resources Inc. (“SilverBow,” and such transaction, the “SilverBow Merger”) of proved reserves, of which approximately 52% were liquids after giving effect to the SilverBow Merger, reflecting $8.2 billion and $6.3 billion, respectively, in standardized measure after giving effect to the SilverBow

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Merger), in net proved and net proved developed (“PD”) present value discounted at a 10% discount rate;

•during the year ended December 31, 2023, produced 149 net MBoe/d and during the six months ended June 30, 2024 produced 165 net MBoe/d (with the SilverBow Transaction to add approximately 59 MBoe/d and 92 MBoe/d of net production, respectively); and

•during the year ended December 31, 2023, generated $764.6 million of net income, $1,823.6 million of Adjusted EBITDAX and $541.6 million of Levered Free Cash Flow, after giving effect to the July Western Eagle Ford Acquisition and the SilverBow Transactions.

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The Company’s estimated 2024 PDP decline rate of approximately 25%, based on forecasts used in its reserve report, and inclusive of the assets acquired in the SilverBow Merger (the “SilverBow Assets”), is substantially lower than the industry average.

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Based on forecasts used in the Company’s reserve report and SilverBow’s reserve report, the Company’s PDP reserves as of December 31, 2023, inclusive of the SilverBow Assets, have estimated average five-year and ten-year annual decline rates of approximately 16% and approximately 13%, respectively, and an estimated 2024 PDP decline rate of approximately 25%.

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The table below illustrates the aggregate reserve volumes associated with the Company’s proved assets as of December 31, 2023.

Operating Area						NYMEX(4)(5) Net PD PV-10(1)(2)(3)
						(MM)
Eagle Ford						$	1,831
Rockies						1,143
Other(6)						863
Total excluding SilverBow Assets						$	3,837
SilverBow Assets						1,827
Total including SilverBow Assets						$	5,664

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(1)The Company’s reserves and PV-10 were determined using SEC Pricing. For oil and NGL volumes, the average WTI posted price of $78.22 per barrel as of December 31, 2023, was adjusted for items such as gravity, quality, local conditions, gathering, transportation fees and distance from market. For natural gas volumes, the average Henry Hub Index spot price of $2.64 per MMBtu as of December 31, 2023, was similarly adjusted for items such as quality, local conditions, gathering, transportation fees and distance from market. All prices are held constant throughout the lives of the properties. The average adjusted product prices over the remaining lives of the properties are $74.71 per barrel of oil, $2.36 per Mcf of natural gas and $27.33 per barrel of NGLs.

(2)SilverBow’s reserves and PV-10 were determined using SEC pricing. The 12-month 2023 average adjusted prices after differentials were $2.30 per Mcf of natural gas, $76.79 per barrel of oil, and $25.43 per barrel of NGL.

(3)Reflects the net proved and net PD present values reflected in the Company’s and SilverBow’s respective proved reserve estimates as of December 31, 2023. PV-10 is not a financial measure prepared in accordance with GAAP because it does not include the effects of income taxes on future revenues.

(4)The Company’s NYMEX reserves and PV-10 were determined using index prices for oil and natural gas, respectively, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date, as adjusted for our estimates of quality, transportation fees, and market differentials. The NYMEX reserves calculations are based on NYMEX futures pricing at closing on July 31, 2024 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $63.89 per barrel of oil, $3.16 per Mcf of natural gas and $23.18 per barrel of NGLs as of July 31, 2024 for Crescent Energy Company. We

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believe that the use of forward prices provides investors with additional useful information about our reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not a substitute, for the data presented based on SEC pricing. See “—Summary reserve and operating data—Summary reserve data based on NYMEX pricing.”

(5)SilverBow’s reserves, PV-0 and PV-10 were determined using NYMEX pricing, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date, as adjusted for estimates of quality, transportation fees and market differentials. The NYMEX reserves calculations are based on NYMEX futures pricing at closing on July 31, 2024 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $65.73 per barrel of oil, $3.03 of natural gas and $21.77 per barrel of NGLs as of July 31, 2024 for SilverBow. The Company believes that the use of forward prices provides investors with additional useful information about reserves estimates, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not as a substitute, for the data presented based on SEC pricing.

(6)Includes working interest properties located in Mid-Con, Barnett, California and Permian as well as diversified minerals.

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As of December 31, 2023 and including the net drilling locations gained through the SilverBow Merger, the Company has identified 566 net locations as PUD drilling locations.

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The following pro forma financial data as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023 were derived from the unaudited pro forma condensed combined and consolidated financial statements of the Company included in the Company’s Current Report on Form 8-K/A, filed with the SEC on August 13, 2024, which has been prepared from the respective historical financial statements of, as applicable, the Company, SilverBow, the South Texas Rich Properties and the July Western Eagle Ford Assets. The below table provides reconciliations of Adjusted EBITDAX and Levered Free Cash Flow to the nearest comparable GAAP metric:

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			Pro Forma
			Six Months Ended June 30,						Year Ended December 31,
			2024						2023
			(in thousands)
Net income (loss)			$	113,882					$	764,589
Adjustments to reconcile to Adjusted EBITDAX:
Interest expense			149,921						281,356
Loss from extinguishment of debt			22,582						41,990
Realized loss on interest rate derivatives			—						—
Income tax expense (benefit)			21,826						94,401
Depreciation, depletion and amortization			460,878						836,229
Exploration expense			193						9,328
Non-cash (gain) loss on derivatives			182,183						(473,344)
Impairment expense			—						153,495
Non-cash equity-based compensation expense			67,753						147,763
(Gain) loss on sale of assets			(19,449)						—
Other (income) expense			(1,111)						85
Certain redeemable noncontrolling interest distributions made by OpCo related to Manager Compensation			(9,682)						(27,356)
Transaction and nonrecurring expenses			18,462						56,542
Early settlement of derivative contracts			—						—
Settlement of acquired derivative contracts			—						(61,455)
Adjusted EBITDAX (non-GAAP)			$	1,007,438					$	1,823,623
Adjustments to reconcile to Levered Free Cash Flow:
Interest expense, excluding non-cash amortization of deferred financing costs, discounts and premiums			$	(142,352)					$	(264,803)
Loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums			(14,817)						(41,990)
Realized loss on interest rate derivatives			—						—
Current income tax benefit (expense)			(30,031)						11,418
Tax-related redeemable noncontrolling interest (distributions) made by OpCo			(129)						(753)
Development of oil and natural gas properties			(539,033)						(985,910)
Levered Free Cash Flow (non-GAAP)			$	281,076					$	541,585

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As of July 31, 2024, the Company had $724.0 million outstanding borrowings under its Revolving Credit Facility, resulting in $1,254.5 million of remaining availability thereunder (net of $21.5 million in outstanding letters of credit).

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A key tenet of the Company’s focused risk management effort is an active economic hedging strategy to mitigate near-term price volatility while maintaining long-term exposure to underlying commodity prices. The Company’s hedging program limits its near-term exposure to product price volatility and allows it to protect the balance sheet and corporate returns through commodity cycles and return capital to investors. Future transactions

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may include price swaps whereby the Company will receive a fixed price for its production and pay a variable market price to the contract counterparty. Additionally, the Company may enter into collars, whereby it receives the excess, if any, of the fixed floor over the floating rate or pay the excess, if any of the floating rate over the fixed ceiling. In connection with the closing of the SilverBow Merger, the Company assumed SilverBow’s outstanding commodity hedging arrangements. As of August 31, 2024, the Company’s derivative portfolio had an aggregate notional value of approximately $2.8 billion. The Company determines the fair value of its oil and natural gas commodity derivatives using valuation techniques that utilize market quotes and pricing analysis. Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties.

The following table details the Company’s net volume positions by commodity as of August 31, 2024.

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Production Period						Volumes						Weighted Average Fixed Price
						(in thousands)
Crude oil swaps – WTI (Bbls):
2024						4,454						$71.75
2025						6,442						$72.68
2026						1,746						$69.00
Crude oil swaps – Brent (Bbls):
2024						56						$76.70
Crude oil collars – WTI (Bbls):
2024						3,721						$63.16			—			$81.29
2025						3,934						$61.22			—			$78.30
2025(1)						1,460						$60.00			—			$85.00
2026						273						$64.00			—			$71.50
Crude oil swaptions – WTI (Bbls):
2026						730						$75.15
Crude oil collars – Brent (Bbls):
2024						73						$65.00			—			$100.00
2025						365						$65.00			—			$91.61
Natural gas swaps (MMBtu):
2024						35,037						$3.86
2025						55,205						$3.97
2026						41,745						$3.98
Natural gas collars (MMBtu):
2024						11,229						$3.64			—			$4.85
2025						71,569						$3.11			—			$5.78
2026						36,500						$3.00			—			$4.66
NGL Swaps (Bbls):
2024						659						$25.92
2025						1,460						$23.88
Crude oil basis swaps (Bbls):
2024						3,370						$1.51
2025						7,848						$1.72
Natural gas basis swaps (MMBtu):
2024						38,975						$(0.30)
2025						88,987						$(0.25)
2026						36,500						$(0.39)
Calendar Month Average roll swaps (Bbls):
2024						3,490						$0.51
2025						6,570						$0.43
Natural gas Index swaps (MMBtu):
2024						1,220						$0.03

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(1)Represents outstanding crude oil collar options exercisable by the counterparty until December 16, 2024.

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Summary reserve data based on NYMEX pricing

The following table provides the Company’s and SilverBow’s historical reserves, PV-0 and PV-10 as of December 31, 2023 using NYMEX pricing, individually and on a combined basis. The Company has included this reserve sensitivity in order to provide an additional method of presentation of the fair value of the assets and the cash flows that are expected to be generated from those assets based on the market’s forward-looking pricing expectations as of July 31, 2024. The Company believes that the use of forward prices provides investors with additional useful information about its reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although the Company cautions investors that this information should be viewed as a helpful alternative, not a substitute, for the data presented based on SEC pricing. In addition, the Company believes strip pricing provides relevant and useful information because it is widely used by investors in its industry as a basis for comparing the relative size and value of proved reserves to its peers and in particular addresses the impact of differentials compared with its peers. The Company and SilverBow’s respective estimated historical reserves, PV-0 and PV-10 based on NYMEX pricing, were otherwise prepared on the same basis as the Company’s and SilverBow’s respective estimations based on SEC pricing reserves for the comparable period. Reserve estimates using NYMEX pricing are calculated using the internal systems of the Company’s management and have not been prepared or audited by an independent, third-party reserve engineer, but otherwise contain the same parameters, except for price and minor system differences.

			As of December 31, 2023
			Crescent(1)						SilverBow(2)						Total(3)
Net Proved Reserves:
Oil (MBbls)			236,187						93,144						329,331
Natural gas (MMcf)			1,358,576						1,707,658						3,066,234
NGLs (MBbls)			102,274						70,587						172,861
Total Proved Reserves (MBoe)			564,892						448,341						1,013,233
PV-0 (millions) (4)			$	7,703					$	5,554					$	13,257
PV-10 (millions) (4)			$	4,654					$	2,582					$	7,237
Net Proved Developed Reserves:
Oil (MBbls)			163,326						39,342						202,668
Natural gas (MMcf)			1,216,321						766,435						1,982,756
NGLs (MBbls)			88,144						38,191						126,335
Total Proved Developed Reserves (MBoe)			454,192						205,272						659,464
PV-0 (millions) (4)			$	5,781					$	3,178					$	8,959
PV-10 (millions) (4)			$	3,836					$	1,827					$	5,664
Net Proved Undeveloped Reserves:
Oil (MBbls)			72,861						53,802						126,663
Natural gas (MMcf)			142,255						941,223						1,083,478
NGLs (MBbls)			14,130						32,396						46,526
Total Proved Undeveloped Reserves (MBoe)			110,700						243,069						353,769
PV-0 (millions) (4)			$	1,922					$	2,376					$	4,299
PV-10 (millions) (4)			$	818					$	755					$	1,573

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(1)The Company’s NYMEX reserves, PV-0 and PV-10 were determined using NYMEX pricing, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date, as adjusted for estimates of quality, transportation fees, and market differentials. The NYMEX reserves calculations are based on NYMEX pricing at closing on July 31, 2024 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $63.89 per barrel of oil, $3.16 per Mcf of natural gas and $23.18 per barrel of NGLs as of July 31, 2024 for the Company. The Company believes that the use of forward prices provides investors with additional useful information about its reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although the Company cautions investors that this information should be viewed as a helpful alternative, not as a substitute, for the data presented based on SEC pricing.

(2)SilverBow’s reserves, PV-0 and PV-10 were determined using NYMEX pricing, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date. The NYMEX reserves calculations are based on NYMEX pricing at closing on July 31, 2024 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $65.73 per barrel of oil, $3.03 per Mcf of natural gas and $21.77 per barrel of NGLs as of July 31, 2024 for SilverBow. The Company believes that the use of forward prices provides investors with additional useful information about reserves estimates, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although the Company cautions investors that this information should be viewed as a helpful alternative, not as a substitute, for the data presented based on SEC pricing.

(3)Pro forma reserve data generally represents the arithmetic sum of the proved reserves, the standardized measure, PV-0 and PV-10 attributable to the Company and SilverBow. The proved reserves of SilverBow are based on its development plans and its reserve engineers’ reserve estimation methodologies. Because the Company will develop such proved reserves in accordance with its own development plan and, in the future, will estimate proved reserves in accordance with its own methodologies, the estimates presented herein for SilverBow may not be representative of the Company’s future reserve estimates with respect to these properties or the reserve estimates we would have reported if we had owned such properties as of December 31, 2023.

(4)Present value (discounted at PV-0 and PV-10) is not a financial measure calculated in accordance with GAAP because it does not include the effects of income taxes on future net revenues. Neither PV-0 nor PV-10 represent an estimate of the fair market value of the Company’s oil and natural gas properties. The Company’s PV-0 measurement does not provide a discount rate to estimated future cash flows. PV-0 therefore does not reflect the risk associated with future cash flow projections like PV-10 does. PV-0 should therefore only be evaluated in connection with an evaluation of the Company’s PV-10 of discounted future net cash flows. The Company believes that the presentation of PV-0 and PV-10 is relevant and useful to its investors about the future net cash flows of its reserves in the absence of a comparable measure such as standardized measure. The Company and others in its industry use PV-0 and PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities. Investors should be cautioned that neither of PV-0 and PV-10 represent an estimate of the fair market value of the Company’s proved reserves. GAAP does not prescribe any corresponding measure for PV-10 of reserves based on pricing other than SEC pricing. As a result, it is not practicable for the Company to reconcile the Company’s PV-10 using NYMEX pricing to standardized measure as determined in accordance with GAAP.

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August 2024 Acquisition

On August 26, 2024, a subsidiary of the Company entered into a series of agreements with unaffiliated third parties to acquire certain interests in oil and gas properties, rights and related assets located in Atascosa, Frio, La Salle and McMullen Counties, Texas (the “Central Eagle Ford Assets”) for aggregate consideration of approximately $168 million, subject to customary purchase price adjustments (the “August 2024 Acquisition”). The Central Eagle Ford Assets are expected to produce approximately 4,000 Boe/d in 2025 (85% oil) with an approximately 23% decline rate. Additionally, the Central Eagle Ford Assets include 30 gross (23 net) operated locations, approximately 5,300 net royalty acres and approximately 13,000 net working interest acres.

The August 2024 Acquisition is expected to close in late September 2024, subject to customary closing conditions.

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Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit						Description
99.1						Press Release, dated September 4, 2024, relating to the Offering.
99.2						Press Release, dated September 4, 2024, relating to the August 2024 Acquisition.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: September 4, 2024

CRESCENT ENERGY COMPANY
By:			/s/ Bo Shi
Name:			Bo Shi
Title:			General Counsel

Exhibit 99.1

Crescent Energy Announces Offering of $250 Million Private Placement of Additional 7.375% Senior Notes Due 2033

September 4, 2024

HOUSTON--(BUSINESS WIRE)--Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer 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 $250 million aggregate principal amount of 7.375% Senior Notes due 2033 (the “Notes”). The Notes are being offered as additional notes under the indenture dated as of June 14, 2024, as previously supplemented (the “Indenture”), pursuant to which the Issuer has previously issued $750 million aggregate principal amount of 7.375% Senior Notes due 2033 (the “Existing Notes”). The Notes will have substantially identical terms, other than the issue date and issue 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. The Notes mature on January 15, 2033 and pay interest at the rate of 7.375% per year, payable on January 15 and July 15 of each year, with interest payments on the Notes commencing on January 15, 2025. The Issuer intends to use the net proceeds from this offering to repay a portion of the amounts outstanding under its revolving credit facility.

The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.

This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Crescent Energy Company

Crescent Energy Company is a U.S. energy company with a portfolio of assets concentrated in Texas and the Rockies.

Cautionary Statement Regarding Forward-Looking Information

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, 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”, “think”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “target”, “goal” and similar expressions identify forward-looking statements and express our expectations about future events. This communication includes statements regarding this private placement and the use of proceeds therefrom that may contain forward-looking statements within the meaning of federal securities laws. We believe that our expectations are based on reasonable assumptions; however, no assurance can be given that such expectations will prove to be correct. A number of factors could cause actual results to differ materially from the expectations, anticipated results or other forward-looking information expressed in this communication, including weather, political, economic and market conditions, including a decline in the price and market demand for natural gas, natural gas liquids and crude

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oil, uncertainties inherent in estimating natural gas and oil reserves and in projecting future rates of production, 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 ability to integrate operations or realize any anticipated operational or corporate synergies and other benefits from the acquisition of SilverBow Resources, Inc., our reliance on our external manager, sustained cost inflation, elevated interest rates and central bank policy changes associated therewith and other uncertainties. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that we expect, believe or anticipate 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 our control. Consequently, actual future results could differ materially from our expectations due to a number of factors, including, but not limited to, those items identified as such in the most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q and the risk factors described thereunder, filed by Crescent Energy Company with the U.S. Securities and Exchange Commission.

Many of such risks, uncertainties and assumptions are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We do not give any assurance (1) that we will achieve our expectations or (2) concerning any result or the timing thereof.

All subsequent written and oral forward-looking statements concerning this offering, the use of proceeds therefrom, Crescent Energy Company and the Issuer or other matters and attributable thereto or to any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. We assume no duty to update or revise these forward-looking statements based on new information, future events or otherwise.

Contacts

Brandi Kendall

[e-mail]

    2

Exhibit 99.2

Crescent Energy Announces Complementary Central Eagle Ford Bolt-On

HOUSTON -- September 4, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced the signing of a definitive agreement to acquire assets from a private Eagle Ford operator for total cash consideration of $168 million, subject to customary purchase price adjustments. The acquisition is directly offset Crescent’s existing Central Eagle Ford footprint and builds upon its significant acquisition activity in the Eagle Ford over the past 18 months, including the recently closed acquisition of SilverBow Resources Inc. The transaction, which has an effective date of May 1, is expected to close in September 2024, subject to customary closing conditions. Additional details have been posted on Crescent’s website at www.crescentenergyco.com.

HIGHLIGHTS

•Strong investment returns and accretive to key financial metrics – The transaction is accretive to Operating Cash Flow, Levered Free Cash Flow(1) and net asset value per share, with unlevered cash-on-cash returns in excess of Crescent’s 2.0x Multiple on Invested Capital (“MOIC”) target

•Complementary operations directly offset core position – Low-decline oil production with attractive inventory directly offset Crescent’s existing footprint in Frio, Atascosa, La Salle and McMullen counties with potential for meaningful operating efficiencies and extended lateral lengths across Crescent’s existing position

•High-return drilling inventory; immediately competes for capital – Acquisition adds roughly 30 oil-weighted, core development locations with advantaged NRIs from owned minerals further increasing returns

•Minerals, surface and midstream ownership enhances flexibility – Approximately 5,300 net royalty acres, greater than 3,500 surface acres and owned takeaway increase margins and create meaningful operating flexibility

•Maintains strong balance sheet and Investment Grade credit metrics – Crescent’s leverage ratio is expected to remain relatively unchanged, with net debt to trailing 12-month Adjusted EBITDAX ratio expected to be below the Company’s publicly stated maximum leverage target of 1.5x(2). In conjunction with the signing of the transaction, Crescent entered into additional hedges in-line with its risk-management strategy

“This transaction builds upon our momentum in the Eagle Ford, where we see substantial opportunity for further growth and compelling investment returns,” said Crescent CEO David Rockecharlie. “We are adding low-decline oil production and high-quality acreage adjacent to our existing position, with meaningful opportunity to further increase returns through improved operating efficiency. We are pleased with this attractive acquisition, and we believe in our ability to continue to accretively scale Crescent.”

(1)Non-GAAP financial measure. Please see “Non-GAAP Measures” for a description of the applicable metric.

(2)Crescent defines leverage as the ratio of consolidated net debt to consolidated Adjusted EBITDAX (non-GAAP).

About Crescent Energy

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. Our long-life, balanced portfolio combines stable cash flows from low-decline production with deep, high-quality development inventory. Our activities are focused in Texas and the Rocky Mountains. For additional information, please visit www.crescentenergyco.com.

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Cautionary Statement Regarding Forward-Looking Information

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, including with respect to the proposed transaction. The words and phrases “should”, “could”, “may”, “will”, “believe”, “think”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “target”, “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, the ability of the parties to consummate the transaction in a timely manner or at all; satisfaction of the conditions precedent to consummation of the transaction; the integration of the assets acquired in the transaction into the Company’s existing strategies and plans; the possibility of litigation (including related to the transaction itself), weather, political, economic and market conditions, including a decline in the price and market demand for natural gas, natural gas liquids and crude oil, actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil producing countries, the timing and success of business development efforts, and other uncertainties. Consequently, actual future results could differ materially from expectations. The Company assumes no duty to update or revise its forward-looking statements based on new information, future events or otherwise.

Non-GAAP Measures

Crescent defines Levered Free Cash Flow as Adjusted EBITDAX less interest expense, excluding non-cash amortization of deferred financing costs, discounts, and premiums, loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums, realized loss on interest rate derivatives, current income tax benefit (expense), tax-related redeemable noncontrolling interest distributions made by OpCo and development of oil and natural gas properties. Levered Free Cash Flow does not take into account amounts incurred on acquisitions.

Crescent defines Adjusted EBITDAX as net income (loss) before interest expense, loss from extinguishment of debt, realized (gain) loss on interest rate derivatives, income tax expense (benefit), depreciation, depletion and amortization, exploration expense, non-cash gain (loss) on derivatives, impairment expense, non-cash equity-based compensation expense, (gain) loss on sale of assets, other (income) expense, transaction and nonrecurring expenses and early settlement of derivative contracts. Additionally, we further subtract certain redeemable noncontrolling interest distributions made by Crescent Energy OpCo LLC, our wholly owned subsidiary, related to Manager Compensation to KKR Energy Assets Manager LLC, our external manager, and settlement of acquired derivative contracts.

Company Contact

For additional information, please reach out to [e-mail].

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Cover	Sep. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 04, 2024
Entity Registrant Name	Crescent Energy Company
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41132
Entity Tax Identification Number	87-1133610
Entity Address, Address Line One	600 Travis Street
Entity Address, Address Line Two	Suite 7200
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	332-7001
Written Communications	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CRGY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001866175
Amendment Flag	false

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