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 No.)

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 1.01.    Entry into a Material Definitive Agreement.

The information contained in Item 2.03 of this Current Report is incorporated into this Item 1.01 by reference.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 9, 2024, Crescent Energy Finance LLC (the “Issuer”), a Delaware limited liability company and indirect subsidiary of Crescent Energy Company (NYSE: CRGY) (the “Company”), issued $250 million aggregate principal amount of its 7.375% Senior Notes due 2033 (the “New Notes”). The New Notes were issued as additional notes pursuant to 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 the second supplemental indenture, dated as of September 9, 2024 (the “Second Supplemental Indenture,” and, collectively with the Base Indenture and the First Supplemental Indenture, the “Indenture”), by and among the Issuer, the guarantors named therein (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to which the Issuer has previously issued $750 million aggregate principal amount of its 7.375% Senior Notes due 2033 (the “Existing Notes” and, together with the New Notes, the “Notes”). The New Notes will be treated as a single series of securities under the Indenture and will vote together as a single class with the Existing Notes, and have substantially identical terms, other than the issue date and issue price, as the Existing Notes. Additional information regarding the Notes and the Indenture, pursuant to which such Notes were issued, is set forth below.

Indenture and Senior Notes

The Notes are senior unsecured obligations of the Issuer. The 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 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 Indenture.

Maturity and Interest

The Notes will mature on January 15, 2033. The Notes bear interest at the rate of 7.375% per annum, payable in arrears on each January 15 and July 15, with interest payments on the Notes commencing January 15, 2025.

Optional Redemption

At any time prior to July 15, 2027, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if at least 50% of the aggregate principal amount of the Notes remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.

At any time prior to July 15, 2027, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the redemption date.

On or after July 15, 2027, the Issuer may redeem the Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to the right of

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holders of record 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 15 of the years indicated below:

Year						Percentage
2027						103.688%
2028						101.844%
2029 and thereafter						100.000%

Change of Control

If the Issuer experiences certain kinds of changes of control accompanied by a ratings decline, each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

Certain Covenants

The 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 Indenture) occurs and is continuing under the Indenture, the Trustee or holders of at least 30% in principal amount of the then total outstanding 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 Notes to be due and payable immediately; provided that the Notes will be due and payable immediately without further action or notice if such an Event of Default results from (i) 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, (ii) the guarantee of 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, for any reasons ceases to be in full force and effect, except as contemplated by the Indenture, or is declared null and void or a financial officer of such significant subsidiary or group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary, denies in writing that it has any further liability under its guarantee.

The foregoing description of the Indenture is not complete and is qualified in its entirety by reference to the full text of the Base Indenture, which such Base Indenture has been previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed by the Company on June 18, 2024 and is incorporated herein by reference, and the First Supplemental Indenture and the Second Supplemental Indenture, copies of which are filed as Exhibit 4.2 and Exhibit 4.3 hereto, respectively, and are incorporated herein by reference.

Item 7.01.    Regulation FD Disclosure.

On September 4, 2024, the Issuer issued a news release announcing the pricing of the New Notes. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein 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 of 1933, as amended (the “Securities Act”), or the Exchange Act.

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Item 8.01.    Other Events.

Purchase Agreement

On September 4, 2024, the Issuer and certain of its subsidiaries (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC (the “Representative”), as representative of the several initial purchasers named therein (the “Initial Purchasers”), in connection with the offering (the “Notes Offering”) of the New Notes. The net proceeds from the Notes Offering received by the Issuer were approximately $247.0 million, after deducting the Initial Purchasers’ discount and estimated offering expenses, but excluding accrued interest payable by the purchasers of the New Notes.

The Issuer intends to use the net proceeds from the Notes Offering to repay a portion of the amounts outstanding under its revolving credit facility.

The New Notes were issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereunder. The Initial Purchasers intend to resell the New Notes only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain persons outside the United States in accordance with Regulation S under the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act, or any state securities laws, and, unless so registered, 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 Notes Offering closed on September 9, 2024.

The Purchase Agreement contains customary representations, warranties and agreements by the Issuer and the Guarantors and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Issuer and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. Furthermore, the Issuer and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities issued or guaranteed by the Issuer or the Guarantors having more than one year until maturity for a period of 60 days after the date of the Purchase Agreement without the prior written consent of the Representative.

Certain of the Initial Purchasers and/or their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Issuer, for which they received or will receive customary fees and expenses. For example, certain of the initial purchasers and/or their affiliates are lenders under the Issuer’s revolving credit facility and therefore may receive a portion of the net proceeds from the Notes Offering. In addition, in the ordinary course of their various business activities, the Initial Purchasers and their respective affiliates may make or hold a broad array of investments, including serving as counterparties to certain derivative and hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the Issuer.

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Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
4.1						Indenture, dated as of June 14, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2024).
4.2						First Supplemental Indenture, dated as of September 3, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.
4.3						Second Supplemental Indenture, dated as of September 9, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.
99.1						Press Release, dated September 4, 2024.
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 9, 2024

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

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Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc., a Delaware corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 14, 2024 (the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 7.375% Senior Notes due 2033 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture and (i) hereby joins and becomes a party to the Indenture as indicated by its signature below as a Guarantor and (ii) acknowledges and agrees to (x) be bound by the Indenture as a Guarantor and (y) perform all obligations and duties required of a Guarantor pursuant to the Indenture.

(3) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or equity holder of the Company or any Guarantor or any Parent Company will have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (by ‘.pdf’ or other format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (by ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries.

(8) Benefits Acknowledged. Upon execution and delivery of this Supplemental Indenture each Guaranteeing Subsidiary will be subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that its obligations as a result of this Supplemental Indenture are knowingly made in contemplation of such benefits.

(9) Successors. All agreements of the Guaranteeing Subsidiaries in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

CRESCENT ENERGY FINANCE LLC, as Company
By: Crescent Energy OpCo LLC, its sole member
By: Crescent Energy Company, its managing member
By:			/s/ Brandi Kendall
Name:			Brandi Kendall
Title:			Chief Financial Officer

ARTEMIS MERGER SUB II LLC, as Guarantor
By:			/s/ Todd Falk
Name:			Todd Falk
Title:			Senior Vice President

SILVERBOW AGENTCO INC., as Guarantor
By:			/s/ Todd Falk
Name:			Todd Falk
Title:			Senior Vice President

SILVERBOW RESOURCES OPERATING, LLC, as Guarantor
By:			/s/ Todd Falk
Name:			Todd Falk
Title:			Senior Vice President

SIGNATURE PAGE TO (2033) FIRST SUPPLEMENTAL INDENTURE

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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:			/s/ Brian T. Jensen
Name:			Brian T. Jensen
Title:			Vice President

SIGNATURE PAGE TO (2033) FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 9, 2024, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of June 14, 2024 (the “Base Indenture”), providing for the issuance of 7.375% Senior Notes due 2033 (the “Existing 2033 Notes”), 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”);

WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Existing 2033 Notes may be created and issued from time to time by the Issuer (subject to the Issuer’s compliance with Section 4.09 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Existing 2033 Notes and shall have the same terms as to status, redemption or otherwise as the Existing 2033 Notes; and

WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Second Supplemental Indenture for the purpose of issuing $250,000,000 in aggregate principal amount of additional notes, having terms substantially identical in all material respects to the Existing 2033 Notes (the “Additional Notes” and, together with the Existing 2033 Notes, the “Notes”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1)    Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)    Additional Notes. As of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional Notes under the Indenture having the same terms as the Existing 2033 Notes. The Existing 2033 Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture. Copies of the Global Notes representing the Additional Notes are attached hereto as Exhibit A.

(3)    Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(4)    Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Second Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or electronic (by ‘.pdf’ or other format) transmissions shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all

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purposes. Signatures of the parties hereto transmitted by facsimile or electronically (by ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes.

(5)    Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(6)    The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.

(7)    Continued Effect. Except as expressly supplemented and amended by this Second Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Second Supplemental Indenture) is in all respects hereby ratified and confirmed. This Second Supplemental Indenture and all the terms and conditions of this Second Supplemental Indenture, with respect to the Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

The remainder of this page is intentionally left blank.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

CRESCENT ENERGY FINANCE LLC, as Company
By:Crescent Energy OpCo LLC, its sole member
By: Crescent Energy Company, its managing member
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Chief Financial Officer

INDEPENDENCE MINERALS HOLDINGS LLC, as Guarantor
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

INDEPENDENCE MINERALS GP LLC, as Guarantor
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

INDEPENDENCE MINERALS L.P., as Guarantor
By: Independence Minerals GP LLC, its general partner
By:			/s/David Rockecharlie
Name: David Rockecharlie

[Second Supplemental Indenture Signature Page]

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Title: Vice President

INDEPENDENCE UPSTREAM HOLDINGS GP LLC, as Guarantor
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

INDEPENDENCE UPSTREAM HOLDINGS L.P., as Guarantor
By: Independence Upstream Holdings GP LLC, its general partner
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

INDEPENDENCE UPSTREAM GP LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Vice President

INDEPENDENCE UPSTREAM L.P., as Guarantor
By: Independence Upstream GP LLC, its general partner
By:			/s/Todd Falk
Name: Todd Falk
Title: Vice President

COLT ADMIRAL A HOLDING GP LLC, as Guarantor

[Second Supplemental Indenture Signature Page]

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By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

COLT ADMIRAL A HOLDING L.P., as Guarantor
By: Colt Admiral A Holding GP LLC, its general partner
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

TITAN ENERGY HOLDINGS L.P., as Guarantor
By: Colt Admiral A Holding GP LLC, its general partner
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

EIGF MINERALS GP LLC, as Guarantor
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

EIGF MINERALS L.P., as Guarantor
By: EIGF MINERALS GP LLC, its general partner
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

[Second Supplemental Indenture Signature Page]

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IE BUFFALO HOLDINGS LLC, as Guarantor
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

JAVELIN EF GP LLC, as Guarantor
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN EF L.P., as Guarantor
By: Javelin EF GP LLC, its general partner
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN PALO VERDE GP LLC, as Guarantor
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN PALO VERDE L.P., as Guarantor
By: Javelin Palo Verde GP LLC, its general partner
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN PALO VERDE AGGREGATOR L.P., as Guarantor
By: Javelin EFA GP LLC, its general partner

[Second Supplemental Indenture Signature Page]

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By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN EFA GP LLC, as Guarantor
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN EF AGGREGATOR L.P., as Guarantor
By: Javelin EFA GP LLC, its general partner
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN OIL & GAS LLC, as Guarantor
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN EFA HOLDINGS LLC, as Guarantor
By: Javelin Oil & Gas LLC, its sole member
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

JAVELIN MARKETING, LLC, as Guarantor
By:			/s/Brandi Kendall
Name: Brandi Kendall

[Second Supplemental Indenture Signature Page]

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Title: Authorized Person

SPRINGFIELD GS HOLDINGS LLC, as Guarantor
By: Javelin EF L.P., its sole member
By: Javelin EF GP LLC, its general partner
By:			/s/Brandi Kendall
Name: Brandi Kendall
Title: Authorized Person

VINE ROYALTY GP LLC, as Guarantor
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

VINE ROYALTY L.P., as Guarantor
By: Vine Royalty GP LLC, its general partner
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

CONTANGO CRESCENT RENEE LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Senior Vice President

RENEE ACQUISITION LLC, as Guarantor
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

[Second Supplemental Indenture Signature Page]

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CMP LEGACY CO. LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Vice President, Finance

DMA ROYALTY INVESTMENTS L.P., as Guarantor
By: Independence Minerals GP LLC, its general partner
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

FALCON HOLDING L.P., as Guarantor
By: Independence Minerals GP LLC, its general partner
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

MINERAL ACQUISITION COMPANY I, L.P., as Guarantor
By: Independence Minerals GP LLC, its general partner
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

[Second Supplemental Indenture Signature Page]

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NEWARK HOLDING AGENT CORP, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Authorized Person

IE L MERGER SUB LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Senior Vice President

CONTANGO RESOURCES, LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk

CONTANGO MIDSTREAM COMPANY, LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Senior Vice President

CONTARO COMPANY, LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Senior Vice President

CONTARO ALTA INVESTMENTS, LLC, as Guarantor
By:			/s/Todd Falk

[Second Supplemental Indenture Signature Page]

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Name: Todd Falk

CONTARO ALTA INVESTMENTS, LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Senior Vice President

CONTANGO AGENTCO ONSHORE, INC., as Guarantor
By:			/s/Charles L. McLawhorn, III
Name: Charles L. McLawhorn, III
Title: General Counsel

FOURPASS ENERGY LLC, as Guarantor
By: Crescent Energy Finance LLC, its sole member
By:			/s/Todd Falk
Name: Todd Falk
Title: Chief Accounting Officer

CMP VENTURECO. LLC, as Guarantor
By:			/s/Todd Falk
Name: Todd Falk
Title: Vice President, Finance

CONTANGO CRESCENT VENTURECO I LLC, as Guarantor
By:			/s/Todd Falk

[Second Supplemental Indenture Signature Page]

---

Name: Todd Falk
Title: Senior Vice President

IE BUFFALO MINERALS LLC, as Guarantor
By: IE Buffalo Holdings, LLC, its managing member
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Senior Vice President

NEWARK C-I HOLDING L.P., as Guarantor
By: Javelin EFA GP LLC
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

NEWARK ACQUISITION GP I LLC, as Guarantor
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

NEWARK ACQUISITION I L.P., as Guarantor
By: Newark Acquisition GP I LLC, its general partner
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

RENEE HOLDING GP LLC, as Guarantor

[Second Supplemental Indenture Signature Page]

---

By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

RENEE C-1 HOLDING L.P., as Guarantor
By: Renee Holding GP LLC, its general partner
By:			/s/David Rockecharlie
Name: David Rockecharlie
Title: Vice President

BRIDGE ENERGY HOLDINGS LLC, as Guarantor
By:			/s/Randall Breitenbach
Name: Randall Breitenbach
Title: President

BRIDGE ENERGY LLC, as Guarantor
By: Bridge Energy Holdings LLC, its sole member
By:			/s/Randall Breitenbach
Name: Randall Breitenbach
Title: President

RENEE C-1 HOLDING AGENT CORP., as Guarantor
By:			/s/ Todd Falk
Name: Todd Falk
Title: President

CRESCENT CONVENTIONAL LLC, as Guarantor
By:			/s/Todd Falk

[Second Supplemental Indenture Signature Page]

---

Name: Todd Falk
Title: Vice President, Finance

MADDEN ASSETCO LLC, as Guarantor
By: Contango Crescent VentureCo I LLC, its sole member
By:			/s/ Todd Falk
Name: Todd Falk
Title: Senior Vice President

MADDEN AGENTCO INC., as Guarantor
By:			/s/ Todd Falk
Name: Todd Falk
Title: Senior Vice President

JAVELIN VENTURECO, LLC, as Guarantor
By:			/s/ Todd Falk
Name: Todd Falk
Title: Vice President, Finance

CRESCENT UINTA, LLC (F/K/A JAVELIN UINTA, LLC), as Guarantor
By: Javelin VentureCo, LLC, its sole member
By:			/s/ Todd Falk
Name: Todd Falk
Title: Vice President, Finance

ARTEMIS MERGER SUB II LLC, as Guarantor
By:			/s/ Todd Falk
Name: Todd Falk
Title: Senior Vice President

[Second Supplemental Indenture Signature Page]

---

SILVERBOW AGENTCO INC., as Guarantor
By:			/s/ Todd Falk
Name: Todd Falk
Title: Senior Vice President

SILVERBOW RESOURCES OPERATING, LLC, as Guarantor
By:			/s/ Todd Falk
Name: Todd Falk
Title: Senior Vice President

[Second Supplemental Indenture Signature Page]

---

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:			/s/Brian T. Jensen
			Name:			Brian T. Jensen
			Title:			Vice President

[Second Supplemental Indenture Signature Page]

---

Exhibit 99.1

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

September 4, 2023

HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers of $250 million aggregate principal amount of 7.375% Senior Notes due 2033 (the “Notes”). 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 Notes were priced at 101% of par, plus accrued and unpaid interest from June 14, 2024. The Issuer intends to use the net proceeds from this offering to repay a portion of the amounts outstanding under its revolving credit facility. This offering is expected to close on September 9, 2024, subject to customary closing conditions.

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 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

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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 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

[e-mail]

2

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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