Crescent Energy Announces Pricing of Upsized $150 Million Private Placement of Additional 9.250% Senior Notes Due 2028
08 September 2023 - 6:05AM
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
$150 million aggregate principal amount of 9.250% Senior Notes due
2028 (the “Notes”). The size of the offering was increased from the
previously announced $125 million to $150 million. The Notes mature
on February 15, 2028 and pay interest at the rate of 9.250% per
year, payable on February 15 and August 15 of each year, with
interest payments on the Notes commencing on February 15, 2024. The
Notes were priced at 101.125% of par, plus accrued and unpaid
interest from August 15, 2023. The Issuer intends to use the net
proceeds from this offering to fund a portion of the purchase price
for the recently announced acquisition of certain interests in oil
and gas properties, rights and related assets located primarily in
Dimmit and Webb Counties, Texas (the “August Western Eagle Ford
Acquisition”), which is expected to close in September 2023,
subject to customary closing conditions, and the remaining net
proceeds will be used to repay a portion of the amounts outstanding
under its revolving credit facility. The August Western Eagle Ford
Acquisition is not contingent upon the completion of this offering,
and this offering is not contingent upon the completion of the
August Western Eagle Ford Acquisition. If the August Western Eagle
Ford Acquisition is not completed, the proceeds of this offering
expected to be used therefor will be used for general corporate
purposes. This offering is expected to close on September 12, 2023,
subject to customary closing conditions.
The Notes are being offered as additional notes under the
indenture dated as of February 1, 2023, as previously supplemented,
pursuant to which the Issuer has previously issued $700 million
aggregate principal amount of 9.250% Senior Notes due 2028 (the
“Existing Notes”). The Notes will have substantially identical
terms, other than the issue date, issue price and first payment
date, 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. independent energy company
with a portfolio of assets in basins across the lower 48
states.
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 our ability to consummate the August Western Eagle Ford
Acquisition and realize the expected benefits thereof and of our
acquisition of certain interests in oil and gas properties, rights
and related assets from Mesquite Comanche Holdings, LLC and SN EF
Maverick, LLC, liquidity and financial market conditions, including
inflation, bank failures and associated liquidity risks, rising
interest rates and associated central bank policy, commodity price
volatility due to actions by the Organization of the Petroleum
Exporting Countries (“OPEC”), including announced production cuts
by OPEC, and ongoing or new global conflicts such as the ongoing
conflict in the Ukraine, adverse market conditions, governmental
regulations, and the impact of world health events such as the
COVID-19 pandemic. 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, the August
Western Eagle Ford Acquisition, 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.
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Emily Newport IR@crescentenergyco.com
Crescent Energy (NYSE:CRGY)
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