UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OF 15(d)
of the Securities Exchange Act of 1934
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| Item 7.01 | Regulation FD Disclosure |
On September 6, 2023, Crescent Energy Company (the “Company”) announced the pricing of an underwritten public offering of 11,000,000 shares of its Class A Common Stock, par value $0.0001 per share (“Class A Common Stock,” and, together with the Company’s Class B Common Stock, par value $0.0001 per share, the “Common Stock”), at a price to the public of $12.25 per share, pursuant to a registration statement on Form S-3 (File No. 333-269152) (the “Registration Statement”) filed previously with the U.S. Securities and Exchange Commission (the “Commission”). Pursuant to the Underwriting Agreement (as defined below), the Company granted the Underwriters (as defined below) a 30-day option to purchase up to 1,650,000 additional shares of Class A Common Stock to cover over-allotments, which option was exercised in full on September 7, 2023. A copy of the news release announcing the Offering (as defined below) is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information 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 (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 8.01 | Other Events. |
Underwriting Agreement
On September 6, 2023, the Company and the several underwriters named in Schedule A thereto (collectively, the “Underwriters”) entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 11,000,000 shares of Class A Common Stock (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,650,000 additional shares of Class A Common Stock to cover over-allotments, which option was exercised in full on September 7, 2023. The material terms of the Offering are described in the prospectus, dated September 6, 2023 (the “Prospectus”), filed by the Company with the Commission on September 6, 2023, pursuant to Rule 424(b) under the Securities Act of 1933. Immediately following the close of this offering, the Company will have 88,608,800 Class A shares outstanding and 179,656,924 total Class A and Class B shares outstanding.
The Offering is expected to close on September 11, 2023, and the Company is expected to receive proceeds from the Offering of approximately $145,664,750 (less the underwriting discounts and commissions). As described in the Prospectus, the Company intends to use the net proceeds from the 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 primarily located in Dimmit and Webb Counties, Texas (the “Acquisition”), which is expected to close in September 2023, subject to customary closing conditions. The Acquisition is not contingent upon the completion of this offering, and this offering is not contingent upon the completion of the Acquisition. If the Acquisition is not completed, proceeds of this offering will be used for general corporate purposes. We may temporarily reduce the borrowings outstanding under our Revolving Credit Facility, pending the closing of the August Western Eagle Ford Acquisition. Certain of the Underwriters are lenders under the Revolving Credit Facility. Accordingly, any such underwriters and/or their affiliates will receive a portion of the net proceeds from this offering to the extent such net proceeds are used to temporarily reduce borrowings outstanding under the Revolving Credit Faciltiy.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Underwriters and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. As more fully described under the caption “Underwriting (Conflict of Interests)” in the Prospectus, certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us and our respective affiliates, for which they received or will receive customary fees and expenses.
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The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
A copy of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Class A Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of September 6, 2023, by and among Crescent Energy Company and the several underwriters named in Schedule A thereto. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). | |
| 99.1 | Press Release, dated September 6, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
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.
| CRESCENT ENERGY COMPANY | ||
| By: | /s/ Bo Shi | |
| Name: | Bo Shi | |
| Title: | General Counsel | |
Dated: September 11, 2023
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