Basisstatistiken
| CIK | 1866175 |
SEC Filings
SEC Filings (Chronological Order)
| May 22, 2026 |
Exhibit 10.1 Fifteenth Amendment to Credit Agreement This Fifteenth Amendment to Credit Agreement (this “Fifteenth Amendment”) dated as of May 18, 2026, is among Crescent Energy Finance LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for t |
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| May 22, 2026 |
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): May 18, 2026 Crescent Energy Company (Exact Name of Registrant As Specified in Its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 4, 2026 |
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): May 4, 2026 Crescent Energy Company (Exact Name of Registrant As Specified in Its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 4, 2026 |
Crescent Energy Reports First Quarter 2026 Results Exhibit 99.1 Crescent Energy Reports First Quarter 2026 Results Houston, May 4, 2026 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the first quarter of 2026. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, May 5, 2026. Det |
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| May 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Crescent E |
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| April 9, 2026 |
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): April 9, 2026 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 9, 2026 |
Exhibit 99.1 Crescent Energy Announces Pricing of Upsized $600 Million Private Placement of 2.75% Convertible Senior Notes Due 2031 A portion of the proceeds to be used to purchase a capped call to offset any share dilution up to a 100% premium to the current share price March 3, 2026 HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) announced today that it |
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| March 9, 2026 |
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): March 3, 2026 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F |
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| March 9, 2026 |
Exhibit 4.1 CRESCENT ENERGY COMPANY and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee ───────────────────── INDENTURE Dated as of March 6, 2026 ───────────────────── 2.75% Convertible Senior Notes due 2031 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 13 Section 1.03. Rules of Construction. 14 Article |
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| March 9, 2026 |
Exhibit 10.1 [DEALER]1 [ADDRESS] [ADDRESS] [], 2026 To: Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 Attn: Bo Shi, General Counsel Email: [email protected] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER |
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| March 6, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Crescent Energy Co Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0. |
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| March 6, 2026 |
THIRD AMENDMENT TO THE CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN Exhibit 4.6 THIRD AMENDMENT TO THE CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN THIS THIRD AMENDMENT (the “Third Amendment”) to the Crescent Energy Company 2021 Equity Incentive Plan (the “Plan”), has been adopted by the board of directors (the “Board”) of Crescent Energy Company, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings as |
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| March 6, 2026 |
As filed with the U.S. Securities and Exchange Commission on March 6, 2026 As filed with the U.S. Securities and Exchange Commission on March 6, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 87-1133610 (State or other jurisdiction of incorporation or organization) (I.R |
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| March 2, 2026 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS Introduction On December 15, 2025 (the “Vital Merger Closing Date”), Crescent Energy Company (“Crescent”) consummated the transactions contemplated by the Agreement and Plan of Merger, dated August 24, 2025 (the "Vital Energy Merger Agreement," and such transactions, the "Vital Energy Merger"), between Crescent, Venus Merg |
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| March 2, 2026 |
Exhibit 99.1 Crescent Energy Announces Offering of $[400] Million Private Placement of Convertible Senior Notes Due 2031 March 2, 2026 HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) announced today that, subject to market and other conditions, it intends to offer for sale in a private placement to persons reasonably believed to be qualified institutional |
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| March 2, 2026 |
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): March 2, 2026 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F |
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| February 25, 2026 |
CRESCENT ENERGY COMPANY Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2025 /s/ Stephen E. |
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| February 25, 2026 |
INDEPENDENCE MINERAL HOLDINGS LLC Estimated Future Reserves and Income Attributable to Certain Royalty Interests SEC Parameters As of December 31, 2025 /s/ Stephen E. |
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| February 25, 2026 |
Execution Version CREDIT AGREEMENT Dated as of February 23, 2026 among CRESCENT ROYALTY FINANCE LLC as the Borrower, The Several Lenders from Time to Time Parties Hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and a Letter of Credit Issuer, WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC. |
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| February 25, 2026 |
CRESCENT ENERGY COMPANY INSIDER TRADING POLICY Exhibit 19.1 CRESCENT ENERGY COMPANY INSIDER TRADING POLICY This Insider Trading Policy (this “Policy”) sets forth the policies of Crescent Energy Company (the “Company”) with respect to transactions by the Company’s directors, executive officers and employees (and other individuals serving in similar capacities) in the Company’s securities (such as Class A common stock, options to buy or sell com |
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| February 25, 2026 |
CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN PERFORMANCE STOCK UNIT GRANT NOTICE Exhibit 10.54 CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN PERFORMANCE STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Crescent Energy Company 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), Crescent Energy Company, a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restric |
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| February 25, 2026 |
Exhibit 21.1 Crescent Energy Company Subsidiaries Jurisdiction 1. Artemis Acquisition Holdings Inc. Delaware 2. Artemis Merger Sub II LLC Delaware 3. Bridge Energy Holdings LLC Delaware 4. Bridge Energy LLC Delaware 5. CMP Legacy Co. LLC Delaware 6. CMP Venture Co. LLC Delaware 7. CMP Crescent Minerals I (Gray) LLC Delaware 8. Colt Admiral A Holding GP LLC Delaware 9. Colt Admiral A Holding L.P. D |
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| February 25, 2026 |
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): February 25, 2026 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 25, 2026 |
Execution Version Fourteenth Amendment to Credit Agreement This Fourteenth Amendment to Credit Agreement (this “Fourteenth Amendment”) dated as of February 23, 2026, is among Crescent Energy Finance LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto. |
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| February 25, 2026 |
Crescent Energy Reports Fourth Quarter and Full Year 2025 Results Exhibit 99.1 Crescent Energy Reports Fourth Quarter and Full Year 2025 Results Houston, February 25, 2026 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the fourth quarter and full year 2025. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m |
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| February 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-41132 C |
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| February 25, 2026 |
Exhibit 4.25 SIXTH SUPPLEMENTAL INDENTURE Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 15, 2025, among Vital Midstream Services, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a nation |
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| February 25, 2026 |
Exhibit 4.18 EIGHTH SUPPLEMENTAL INDENTURE Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 15, 2025, among Vital Midstream Services, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a nati |
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| February 25, 2026 |
Exhibit 4.32 SIXTH SUPPLEMENTAL INDENTURE Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 15, 2025, among Vital Midstream Services, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a nation |
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| February 25, 2026 |
Exhibit 4.34 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of December 15, 2025, among Vital Midstream Services, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a nation |
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| February 25, 2026 |
CRESCENT ENERGY COMPANY Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2025 /s/ Marsha E. |
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| January 12, 2026 |
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): January 12, 2026 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 2, 2026 |
The date of this Prospectus Supplement is January 2, 2026. 424B7 Filed Pursuant to Rule 424(b)(7) Registration No. 333-269152 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated January 19, 2023) This Prospectus Supplement No. 1 (this “Prospectus Supplement”) amends and supplements information contained in that certain prospectus, forming a part of that certain registration statement on Form S-3 originally filed with the U.S. Securities and Exchange Commissi |
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| January 2, 2026 |
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): January 2, 2026 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission |
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| January 2, 2026 |
Exhibit 4.3 Execution Version INDENTURE Dated as of January 2, 2026 Among CRESCENT ENERGY FINANCE LLC, as Company And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 7.75% SENIOR NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 67 SECTION 1.03. [Reserved] 68 SECTION 1.04. Rules of Cons |
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| January 2, 2026 |
Exhibit 4.5 Execution Version INDENTURE Dated as of January 2, 2026 Among CRESCENT ENERGY FINANCE LLC, as Company And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 9.750% SENIOR NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 68 SECTION 1.03. [Reserved] 69 SECTION 1.04. Rules of Con |
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| December 15, 2025 |
Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of December 15, 2025, effective as of the Effective Time (as defined herein) (this “Agreement”), and is by and between Jarvis V. Hollingsworth (the “Indemnitee”) and Crescent Energy Company, a Delaware corporation (the “Corporation”), as of the Effective Time. Terms used but not defined herein shall have the meanings |
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| December 15, 2025 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of December 15, 2025, effective as of the Effective Time (as defined herein) (this “Agreement”), and is by and between William E. Albrecht (the “Indemnitee”) and Crescent Energy Company, a Delaware corporation (the “Corporation”), as of the Effective Time. Terms used but not defined herein shall have the meanings ass |
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| December 15, 2025 |
Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 12, 2025, among Vital Energy, Inc., a corporation duly organized and existing under the laws of the State of Delaware and formerly named Laredo Petroleum, Inc. (the “Company”), Vital Midstream Services, LLC, as guarantor, and Computershare Trust Company, National Assoc |
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| December 15, 2025 |
Crescent Energy Closes Transformative Acquisition of Vital Energy Exhibit 99.1 Crescent Energy Closes Transformative Acquisition of Vital Energy Houston – December 15, 2025 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced the closing of its previously announced acquisition of Vital Energy, Inc. (NYSE: VTLE) (“Vital Energy”), creating a leading, returns-driven independent E&P company. The all-stock transaction positions Crescen |
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| December 15, 2025 |
SEVENTH SUPPLEMENTAL INDENTURE Exhibit 4.8 SEVENTH SUPPLEMENTAL INDENTURE THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 15, 2025, among Crescent Energy Finance LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), as successor in interest to Venus Merger Sub II LLC (“Merger Sub LLC”), successor in interest to Vital Energy |
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| December 15, 2025 |
Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. |
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| December 15, 2025 |
Exhibit 4.4 THIRD SUPPLEMENTAL INDENTURE THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 15, 2025, among Crescent Energy Finance LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), as successor in interest to Venus Merger Sub II LLC (“Merger Sub LLC”), successor in interest to Vital Energy, In |
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| December 15, 2025 |
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): December 12, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissi |
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| December 15, 2025 |
Exhibit 4.10 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 15, 2025, among Crescent Energy Finance LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), as successor in interest to Venus Merger Sub II LLC (“Merger Sub LLC”), successor in interest to Vital Energy, I |
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| December 15, 2025 |
Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 5, 2023, among Vital Energy, Inc. and formerly known as Laredo Petroleum, Inc. (the “Company”), the Company’s subsidiaries listed on Schedule A hereto (each, a “New Guarantor”), the Company’s subsidiary listed on Schedule B hereto (the “Existing Guaran |
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| December 15, 2025 |
Exhibit 4.7 SIXTH SUPPLEMENTAL INDENTURE THIS SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 12, 2025, among Vital Energy, Inc., a corporation duly organized and existing under the laws of the State of Delaware and formerly named Laredo Petroleum, Inc. (the “Company”), Vital Midstream Services, LLC, as guarantor, and the U.S. Bank Trust Company, National Associa |
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| December 12, 2025 |
Crescent Stockholders Overwhelmingly Approve Merger with Vital Energy Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. |
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| December 1, 2025 |
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): December 1, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio |
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| December 1, 2025 |
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): December 1, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio |
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| December 1, 2025 |
Exhibit 99.1 Crescent Energy Announces Exchange Offers and Consent Solicitations for Vital Energy, Inc.’s 7.75% Senior Notes due 2029 and 9.750% Senior Notes due 2030 HOUSTON, December 1, 2025 – Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (“Crescent”) announced today that it has commenced (i) an offer to exchange (the “2029 Notes Ex |
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| December 1, 2025 |
Exhibit 99.1 Crescent Energy Announces Exchange Offers and Consent Solicitations for Vital Energy, Inc.’s 7.75% Senior Notes due 2029 and 9.750% Senior Notes due 2030 HOUSTON, December 1, 2025 – Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (“Crescent”) announced today that it has commenced (i) an offer to exchange (the “2029 Notes Ex |
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| November 12, 2025 |
JOINT LETTER TO STOCKHOLDERS OF CRESCENT ENERGY COMPANY AND VITAL ENERGY, INC. Filed Pursuant to Rule 424b(3) Registration No. 333-290422 JOINT LETTER TO STOCKHOLDERS OF CRESCENT ENERGY COMPANY AND VITAL ENERGY, INC. Dear Stockholders: Crescent Energy Company (“Crescent”) and Vital Energy, Inc. (“Vital”) have entered into an agreement and plan of merger (which we refer to in this letter as the “Merger Agreement”), pursuant to which Crescent has agreed to acquire Vital throug |
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| November 5, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction On August 24, 2025, Crescent Energy Company, a Delaware corporation (“Crescent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Vital Energy, Inc., a Delaware corporation (“Vital”), Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Crescent, and Merger Sub II L |
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| November 5, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction On August 24, 2025, Crescent Energy Company, a Delaware corporation (“Crescent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Vital Energy, Inc., a Delaware corporation (“Vital”), Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Crescent, and Merger Sub II L |
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| November 5, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Introduction On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Pu |
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| November 5, 2025 |
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): November 5, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio |
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| November 5, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Introduction On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Pu |
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| November 5, 2025 |
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): November 5, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio |
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| November 4, 2025 |
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): November 3, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 4, 2025 |
Crescent Energy Reports Third Quarter 2025 Results Exhibit 99.1 Crescent Energy Reports Third Quarter 2025 Results Houston, November 3, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the third quarter of 2025. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, November 4, |
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| November 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Cresce |
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| November 3, 2025 |
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): November 3, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 3, 2025 |
Crescent Energy Reports Third Quarter 2025 Results Exhibit 99.1 Crescent Energy Reports Third Quarter 2025 Results Houston, November 3, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the third quarter of 2025. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, November 4, |
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| October 24, 2025 |
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT This THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Thirteenth Amendment”) dated as of October 22, 2025, is among CRESCENT ENERGY FINANCE LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agen |
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| October 24, 2025 |
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT This THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Thirteenth Amendment”) dated as of October 22, 2025, is among CRESCENT ENERGY FINANCE LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agen |
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| October 24, 2025 |
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): October 22, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 24, 2025 |
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): October 22, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 22, 2025 |
As filed with the Securities and Exchange Commission on October 22, 2025 As filed with the Securities and Exchange Commission on October 22, 2025 Registration No. |
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| October 22, 2025 |
Exhibit 99.2 SCAN TO VIEW MATERIALS & VOTE VITAL ENERGY, INC. 521 E. 2ND STREET, SUITE 1000 TULSA, OK 74120 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m. Central Time on December 11, 2025. Have your proxy card in hand when you access the |
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| October 22, 2025 |
CONSENT OF INTREPID PARTNERS, LLC Exhibit 99.4 CONSENT OF INTREPID PARTNERS, LLC The Special Committee of the Board of Directors of Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 Dear Members of the Committee: We hereby consent to the inclusion of our opinion letter, dated August 24, 2025, to the Special Committee of the Board of Directors of Crescent Energy Company, as Annex E to, and the reference to |
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| October 22, 2025 |
Exhibit 23.8 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 Consent of Independent Petroleum Engineers To the Boards of Directors Crescent Energy Company and Vital Energy, Inc.: We have issued our reports dated February 5, 2025, for Crescent Energy Company and dated January 17, 2025, for Vital Energy, Inc. o |
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| October 22, 2025 |
CONSENT OF HOULIHAN LOKEY CAPITAL, INC. Exhibit 99.5 CONSENT OF HOULIHAN LOKEY CAPITAL, INC. October 22, 2025 The Board of Directors of Vital Energy, Inc. 521 E. Second Street Suite 1000 Tulsa, Oklahoma 74120 Attn: Mr. William Albrecht, Chairman RE: Joint Proxy Statement / Prospectus of Crescent Energy Company (“Crescent”) and Vital Energy, Inc. (“Vital”), which forms part of the Registration Statement on Form S-4 of Crescent (the “Regi |
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| October 22, 2025 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement No. 333-290422 on Form S-4 of our report dated April 10, 2024 relating to the financial statements of Point Energy Partners Operating, LLC, appearing in the Current Report on Form 8-K of Vital Energy, Inc. filed on September 23, 2024. We also consent to the reference to us under |
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| October 22, 2025 |
Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. |
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| October 22, 2025 |
Exhibit 99.3 CONSENT OF JEFFERIES LLC October 22, 2025 The Board of Directors Crescent Energy Company 600 Travis, Suite 7200 Houston, Texas 77002 Ladies and Gentlemen: Reference is made to our opinion letter, dated August 24, 2025 (“Opinion Letter”), with respect to the fairness from a financial point of view to Crescent Energy Company of the Merger Consideration (as defined in the Opinion Letter) |
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| October 22, 2025 |
Exhibit 99.1 SCAN TO VIEW MATERIALS & VOTE CRESCENT ENERGY COMPANY 600 TRAVIS STREET, SUITE 7200 HOUSTON, TX 77002 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy |
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| October 7, 2025 |
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): October 7, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 19, 2025 |
As filed with the Securities and Exchange Commission on September 19, 2025 As filed with the Securities and Exchange Commission on September 19, 2025 Registration No. |
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| September 19, 2025 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated April 10, 2024 relating to the financial statements of Point Energy Partners Operating, LLC, appearing in the Current Report on Form 8-K of Vital Energy, Inc. filed on September 23, 2024. We also consent to the reference to us under the heading “E |
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| September 19, 2025 |
Exhibit 99.3 CONSENT OF JEFFERIES LLC September 19, 2025 The Board of Directors Crescent Energy Company 600 Travis, Suite 7200 Houston, Texas 77002 Ladies and Gentlemen: Reference is made to our opinion letter, dated August 24, 2025 (“Opinion Letter”), with respect to the fairness from a financial point of view to Crescent Energy Company of the Merger Consideration (as defined in the Opinion Lette |
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| September 19, 2025 |
Exhibit 99.1 SCAN TO VIEW MATERIALS & VOTE CRESCENT ENERGY COMPANY 600 TRAVIS STREET, SUITE 7200 HOUSTON, TX 77002 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy |
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| September 19, 2025 |
CONSENT OF HOULIHAN LOKEY CAPITAL, INC. Exhibit 99.5 CONSENT OF HOULIHAN LOKEY CAPITAL, INC. September 19, 2025 The Board of Directors of Vital Energy, Inc. 521 E. Second Street Suite 1000 Tulsa, Oklahoma 74120 Attn: Mr. William Albrecht, Chairman RE: Joint Proxy Statement / Prospectus of Crescent Energy Company (“Crescent”) and Vital Energy, Inc. (“Vital”), which forms part of the Registration Statement on Form S-4 of Crescent (the “Re |
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| September 19, 2025 |
CONSENT OF INTREPID PARTNERS, LLC Exhibit 99.4 CONSENT OF INTREPID PARTNERS, LLC The Special Committee of the Board of Directors of Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 Dear Members of the Committee: We hereby consent to the inclusion of our opinion letter, dated August 24, 2025, to the Special Committee of the Board of Directors of Crescent Energy Company, as Annex F to, and the reference to |
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| September 19, 2025 |
Calculation of Filing Fee Tables S-4 Crescent Energy Co Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Class A Common Stock, par value $0. |
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| September 19, 2025 |
Consent of Independent Petroleum Engineers Exhibit 23.8 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 Consent of Independent Petroleum Engineers To the Boards of Directors Crescent Energy Company and Vital Energy, Inc.: We have issued our reports dated February 5, 2025, for Crescent Energy Company and dated January 17, 2025, for Vital Energy, Inc. o |
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| September 19, 2025 |
Exhibit 99.2 SCAN TO VIEW MATERIALS & VOTE VITAL ENERGY, INC. 521 E. 2ND STREET, SUITE 1000 TULSA, OK 74120 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m. Central Time on TBD. Have your proxy card in hand when you access the web site and f |
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| September 16, 2025 |
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 16, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commiss |
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| September 16, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Introduction On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Pu |
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| September 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Commission file number 001-41132 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 87-1133610 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 600 Travis Street, Suite 7200 Houston, Texas 77002 (Add |
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| September 4, 2025 |
iso4217:USD 0001866175 crgy:UtahProjectMember 2024-01-01 2024-12-31 0001866175 crgy:WyomingProjectMember 2024-01-01 2024-12-31 0001866175 crgy:TexasProjectMember 2024-01-01 2024-12-31 0001866175 crgy:NewMexicoProjectMember 2024-01-01 2024-12-31 0001866175 crgy:OklahomaProjectMember 2024-01-01 2024-12-31 0001866175 crgy:MontanaProjectMember 2024-01-01 2024-12-31 0001866175 2024-01-01 2024-12-31 0001866175 1 2024-01-01 2024-12-31 0001866175 2 2024-01-01 2024-12-31 0001866175 3 2024-01-01 2024-12-31 0001866175 4 2024-01-01 2024-12-31 0001866175 5 2024-01-01 2024-12-31 0001866175 6 2024-01-01 2024-12-31 0001866175 country:US crgy:U. |
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| September 4, 2025 |
Resource Extraction Payment Report Exhibit 99.1 Resource Extraction Payment Report This exhibit to Form SD presents payments made by Crescent Energy Company (“Crescent,” “we” or “our”) to the U.S. federal government and foreign governments for the purpose of the commercial development of oil and natural gas during the year ended December 31, 2024. The information within this report has been prepared and is presented in accordance w |
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| September 4, 2025 |
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT Oklahoma Project [Member] UNITED STATES Utah Project [Member] U. S. Federal Government [Member] New Mexico Project [Member] Montana Project [Member] Wyoming Project [Member] Texas Project [Member] Oil And Natural Gas [Member] |
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| August 26, 2025 |
Crescent Energy Update Call August 25, 2025 425 Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. |
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| August 25, 2025 |
EX-10.2 Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among Independence Energy Aggregator L.P., a Delaware limited partnership (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Company”). |
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| August 25, 2025 |
EX-10.3 Exhibit 10.3 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among [ ] (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, Parent, the Company, Venus Merg |
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| August 25, 2025 |
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): August 25, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission |
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| August 25, 2025 |
EX-99.2 Establishing a Top 10 Independent Crescent Energy to Acquire Vital Energy Exhibit 99.2 Disclaimer The information in this presentation relates to Crescent Energy Company (the “Company”) and contains information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of th |
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| August 25, 2025 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG CRESCENT ENERGY COMPANY, VENUS MERGER SUB I INC., VENUS MERGER SUB II LLC AND VITAL ENERGY, INC. Dated as of August 24, 2025 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 3 ARTICLE II THE MERGERS 2.1 The Mergers 5 2.2 Closing 6 2.3 Effects of the Mergers 6 2.4 Organi |
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| August 25, 2025 |
425 Employee Town Hall Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. |
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| August 25, 2025 |
425 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): August 25, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commis |
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| August 25, 2025 |
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): August 24, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission |
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| August 25, 2025 |
425 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): August 24, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commis |
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| August 25, 2025 |
EX-10.1 Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among PT Independence Energy Holdings LLC, a Delaware limited liability company (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Comp |
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| August 25, 2025 |
THIRD AMENDMENT MANAGEMENT AGREEMENT EX-10.4 Exhibit 10.4 Execution Version THIRD AMENDMENT TO MANAGEMENT AGREEMENT This Third Amendment (the “Third Amendment”) to the Management Agreement, dated as of December 7, 2021 (the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the C |
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| August 25, 2025 |
EX-99.1 Exhibit 99.1 Crescent Energy to Acquire Vital Energy in All-Stock Transaction, Establishing a Top 10 Independent Accretive on all key metrics, delivering immediate and sustainable value for shareholders Assets will be managed within Crescent’s consistent strategy focused on free cash flow and returns Crescent increases non-core divestiture pipeline to $1 billion HOUSTON, August 25, 2025 – |
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| August 4, 2025 |
Execution Version SEVENTH SUPPLEMENTAL INDENTURE Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of July 7, 2025, among CMP Crescent Minerals I (Gray) LLC, a Delaware limited liability company, and Contango Crescent VentureCo II LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U. |
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| August 4, 2025 |
Execution Version FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of July 7, 2025, among CMP Crescent Minerals I (Gray) LLC, a Delaware limited liability company, and Contango Crescent VentureCo II LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U. |
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| August 4, 2025 |
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): August 4, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 4, 2025 |
Form of Change in Control Agreement. CRESCENT ENERGY COMPANY CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (“Agreement”) is entered into, as of [●], among Crescent Energy Company, a Delaware corporation (the “Company”), and [] (“Employee”). |
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| August 4, 2025 |
INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of June 2, 2025 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between J. |
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| August 4, 2025 |
Crescent Energy Reports Second Quarter 2025 Results Exhibit 99.1 Crescent Energy Reports Second Quarter 2025 Results Houston, August 4, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the second quarter of 2025. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, August 5, 2 |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Crescent En |
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| August 4, 2025 |
Execution Version FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of July 7, 2025, among CMP Crescent Minerals I (Gray) LLC, a Delaware limited liability company, and Contango Crescent VentureCo II LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U. |
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| July 11, 2025 |
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): July 8, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 11, 2025 |
Exhibit 99.1 Crescent Energy Announces Early Results of Tender Offer For Up To $500 Million of its 9.250% Senior Notes due 2028 July 8, 2025 HOUSTON (BUSINESS WIRE) – Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (“Crescent”), announced the early results, as of 5:00 p.m., New York City time, on July 7, 2025 (the “Early Tender Date”), |
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| July 11, 2025 |
Exhibit 4.1 Execution Version INDENTURE Dated as of July 8, 2025 Among CRESCENT ENERGY FINANCE LLC, as Company And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.375% SENIOR NOTES DUE 2034 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 66 SECTION 1.03. [Reserved] 67 SECTION 1.04. Rules of Construction 67 |
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| July 10, 2025 |
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): July 10, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 24, 2025 |
Exhibit 99.1 Crescent Energy Announces Pricing of Upsized $600 Million Private Placement of 8.375% Senior Notes Due 2034 June 23, 2025 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 t |
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| June 24, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): June 23, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F |
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| June 23, 2025 |
Crescent Energy Announces Tender Offer For Up To $500,000,000 of its 9.250% Senior Notes due 2028 Exhibit 99.2 Crescent Energy Announces Tender Offer For Up To $500,000,000 of its 9.250% Senior Notes due 2028 June 23, 2025 HOUSTON—(BUSINESS WIRE)—Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (“Crescent”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase up to $500,000,000 aggregate principa |
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| June 23, 2025 |
Crescent Energy Announces Offering of $500 Million Private Placement of Senior Notes Due 2034 Exhibit 99.1 Crescent Energy Announces Offering of $500 Million Private Placement of Senior Notes Due 2034 June 23, 2025 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 Regulati |
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| June 23, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreem |
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| June 23, 2025 |
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): June 23, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F |
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| May 23, 2025 |
Crescent Energy Announces Appointment of Joey Hall as Chief Operating Officer Crescent Energy Announces Appointment of Joey Hall as Chief Operating Officer Houston – May 19, 2025 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced the appointment of J. |
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| May 23, 2025 |
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): May 19, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 23, 2025 |
INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of June 2, 2025 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between J. |
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| May 5, 2025 |
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): May 5, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 5, 2025 |
, dated May 5, 2025, by and between Crescent Energy Company INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of May 5, 2025 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between Mr. |
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| May 5, 2025 |
Execution Version SIXTH SUPPLEMENTAL INDENTURE Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 24, 2025, among Crescent (Eagle Ford) LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U. |
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| May 5, 2025 |
Execution Version TWELFTH AMENDMENT TO CREDIT AGREEMENT This Twelfth Amendment to Credit Agreement (this “Twelfth Amendment”) dated as of May 2, 2025, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto. |
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| May 5, 2025 |
Execution Version FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 24, 2025, among Crescent (Eagle Ford) LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U. |
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| May 5, 2025 |
Crescent Energy Reports First Quarter 2025 Results Exhibit 99.1 Crescent Energy Reports First Quarter 2025 Results Houston, May 5, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the first quarter of 2025. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, May 6, 2025. Det |
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| May 5, 2025 |
Execution Version FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 24, 2025, among Crescent (Eagle Ford) LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U. |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Crescent E |
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| April 11, 2025 |
Exhibit 99.1 Ridgemar Energy Management, LLC and Subsidiaries Consolidated Financial Report Years ended December 31, 2024 and 2023 C O N T E N T S Page Independent Auditor's Report 1 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Changes in Members’ Equity 6 Notes to Consolid |
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| April 11, 2025 |
DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 Exhibit 99.3 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 7, 2025 Ridgemar Energy 5847 San Felipe Suite 930 Houston, Texas 77057 Ladies and Gentlemen: Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2024, of the extent and value of the estimated net proved oil, natural gas liquids (NGL), and |
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| April 11, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2025 (January 31, 2025) Crescent Energy Company (Exact Name of Registrant as Specified in Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdic |
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| April 11, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement” |
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| April 10, 2025 |
Results of Operations and Financial Condition 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): April 10, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 3, 2025 |
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): April 2, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F |
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| April 3, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS On July 30, 2024, Crescent Energy Company, a Delaware corporation (“Crescent”), consummated the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 15, 2024, between Crescent, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delawa |
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| February 26, 2025 |
, 2024, by and among Mesquite Comanche Holdings, LLC, SN EF Maverick, LLC and Javelin EF L.P. FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Fifth Amendment to Purchase and Sale Agreement (this “Amendment”), is dated October 30, 2024, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”), on the one part, and JAVELIN EF L. |
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| February 26, 2025 |
Execution Version FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of November 7, 2024, among Crescent Gladiator LLC, a Delaware limited liability company, and Cheyenne Energy Services LLC, an Oklahoma limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U. |
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| February 26, 2025 |
Report of Ryder Scott Company, LP. CRESCENT ENERGY COMPANY Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2024 /s/ Stephen E. |
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| February 26, 2025 |
Crescent Energy Reports Fourth Quarter and Full Year 2024 Results Exhibit 99.1 Crescent Energy Reports Fourth Quarter and Full Year 2024 Results Houston, February 26, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the fourth quarter and full year 2024, as well as its 2025 capital budget and production outlook. A supplemental slide deck can be found at www.crescentenergyco.com. The Co |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-41132 C |
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| February 26, 2025 |
Exhibit 19.1 CRESCENT ENERGY COMPANY INSIDER TRADING POLICY This Insider Trading Policy (this “Policy”) sets forth the policies of Crescent Energy Company (the “Company”) with respect to transactions by the Company’s directors, executive officers and employees (and other individuals serving in similar capacities) in the Company’s securities (such as Class A common stock, options to buy or sell com |
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| February 26, 2025 |
Execution Version 4894-0416-5877v.3 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of November 7, 2024, among Crescent Gladiator LLC, a Delaware limited liability company, and Cheyenne Energy Services LLC, an Oklahoma limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of |
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| February 26, 2025 |
Exhibit 21.1 Crescent Energy Company Subsidiaries Jurisdiction 1. Artemis Acquisition Holdings Inc. Delaware 2. Artemis Merger Sub II LLC Delaware 3. Bridge Energy Holdings LLC Delaware 4. Bridge Energy LLC Delaware 5. Bridge Energy Management LLC Delaware 6. CMP Legacy Co. LLC Delaware 7. CMP Venture Co. LLC Delaware 8. CMP Crescent Minerals I (Gray) LLC Delaware 9. Colt Admiral A Holding GP LLC |
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| February 26, 2025 |
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): February 26, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 13, 2025 |
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): February 13, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 3, 2025 |
Calculation of Filing Fee Tables S-3 Crescent Energy Co Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Class A Common Stock, par value $0. |
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| February 3, 2025 |
As filed with the Securities and Exchange Commission on February 3, 2025 As filed with the Securities and Exchange Commission on February 3, 2025 Registration Statement No. |
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| January 31, 2025 |
Crescent Energy Closes Accretive Central Eagle Ford Bolt-On Exhibit 99.1 Crescent Energy Closes Accretive Central Eagle Ford Bolt-On Houston – January 31, 2025 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”), today announced the closing of its acquisition of Central Eagle Ford assets from Ridgemar Energy for upfront consideration of $905 million, consisting of $830 million in cash and 5,454,546 shares of Class A common stock, plus futu |
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| January 31, 2025 |
Exhibit 2.2 CLOSING AGREEMENT This Closing Agreement (this “Closing Agreement”) is made as of January 31, 2025 (the “Execution Date”), between Ridgemar Energy Operating, LLC, a Delaware limited liability company (“Seller”), Ridgemar (Eagle Ford) LLC, a Delaware limited liability company (“Company”), Crescent Energy Finance LLC, a Delaware limited liability company (“Buyer”), and Crescent Energy Co |
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| January 31, 2025 |
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): January 31, 2025 Crescent Energy Company (Exact Name of Registrant as specified in its Charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio |
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| January 31, 2025 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2025, is entered into by and between Crescent Energy Company, a Delaware corporation (the “Company”) and Ridgemar Energy Operating, LLC, a Delaware limited liability company (the “Initial Holder” and, together with the Company, the “Parties”). WHEREAS, pursuant to the Membershi |
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| January 23, 2025 |
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby agree to any and all joint filings required to be made on their behalf on Schedule 13G (including amendments thereto) under the Exchange Act, with respect to securities which may be deemed to be beneficially owned by them under the Exchange Act, and that this Agreement be included as an Exhibit to any such joint filing. |
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| January 23, 2025 |
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned (each a "Company") does hereby make, constitute and appoint each of Ivan Arias and Andrew Weiser (and any other employee of The Bank of New York Mellon Corporation, or one of its affiliates, associated with the Global Holdings Reporting Group and designated in writing by one of the attorneys-in-fact), acting individu |
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| January 23, 2025 |
The shares reported on the attached Schedule 13G are beneficially owned by the following direct or indirect subsidiaries of The Bank of New York Mellon Corporation, as listed: (A) The Item 3 classification of each of the subsidiaries listed below is "Item 3(b) Bank as defined in Section 3(a)(6) of the Act" (15 U. |
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| December 20, 2024 |
Execution Version Eleventh Amendment to Credit Agreement This Eleventh Amendment to Credit Agreement (this “Eleventh Amendment”) dated as of December 17, 2024, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto. |
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| December 20, 2024 |
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): December 17, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 13, 2024 |
Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of November 7, 2024, among Crescent Gladiator LLC, a Delaware limited liability company, and Cheyenne Energy Services LLC, an Oklahoma limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Financ |
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| December 13, 2024 |
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): December 11, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissi |
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| December 13, 2024 |
Exhibit 4.4 THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 11, 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 |
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| December 5, 2024 |
Exhibit 1.1 CRESCENT ENERGY COMPANY Class A Common Stock UNDERWRITING AGREEMENT December 3, 2024 WELLS FARGO SECURITIES, LLC KKR CAPITAL MARKETS LLC RAYMOND JAMES & ASSOCIATES, INC. As Representatives of the Several Underwriters, c/o Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 c/o KKR Capital Markets LLC 30 Hudson Yards New York, New York 10001 c/o Raymond |
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| December 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form 424(b)(3) (Form Type) Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Class A Common Stock, par value $0. |
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| December 5, 2024 |
Exhibit 99.2 Crescent Energy Announces Pricing of Upsized $400 Million Private Placement of Additional 7.625% Senior Notes Due 2032 December 4, 2024 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 Regula |
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| December 5, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 3, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio |
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| December 5, 2024 |
21,500,000 shares Crescent Energy Company Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-277702 PROSPECTUS SUPPLEMENT (to Prospectus dated March 6, 2024) 21,500,000 shares Crescent Energy Company Class A Common Stock We are offering 21,500,000 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Unless otherwise stated or the context otherwise indicates, all references to “we,” “us,” “our,” “Cre |
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| December 5, 2024 |
Crescent Energy Company Announces Pricing of Upsized Public Offering of Class A Common Stock Exhibit 99.1 Crescent Energy Company Announces Pricing of Upsized Public Offering of Class A Common Stock December 3, 2024 HOUSTON -(BUSINESS WIRE)- Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the pricing of an underwritten, upsized public offering of 21,500,000 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), at a pri |
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| December 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 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) (Commissio |
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| December 4, 2024 |
Exhibit 99.1 Crescent Energy Announces Offering of $300 Million Private Placement of Additional 7.625% Senior Notes Due 2032 December 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 R |
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| December 3, 2024 |
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): December 3, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio |
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| December 3, 2024 |
Crescent Energy Company Announces Public Offering of Class A Common Stock Exhibit 99.1 Crescent Energy Company Announces Public Offering of Class A Common Stock December 3, 2024 HOUSTON -(BUSINESS WIRE)- Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the commencement of an underwritten public offering of 18,000,000 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), pursuant to an effective shelf |
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| December 3, 2024 |
Exhibit 99.4 DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 November 26, 2024 Crescent Energy Company 600 Travis Street Suite 7200 Houston, Texas 77002 Ladies and Gentlemen: Pursuant to your request, this report of third party presents an independent evaluation, as of December 3 |
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| December 3, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS On July 30, 2024, Crescent Energy Company, a Delaware corporation (“Crescent”), consummated the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 15, 2024, between Crescent, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delaw |
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| December 3, 2024 |
SUBJECT TO COMPLETION DATED DECEMBER 3, 2024 Filed Pursuant to Rule 424(b)(3) Registration No. 333-277702 This preliminary prospectus supplement relates to an effective registration statement filed with the Securities and Exchange Commission, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities described herein, and are not soliciting an offer t |
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| December 3, 2024 |
econd Amendment to Management Agreement. Exhibit 10.1 SECOND AMENDMENT TO MANAGEMENT AGREEMENT This Second Amendment (the “Amendment”) to the Management Agreement, dated as of December 7, 2021 (as amended, the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the Company and the Man |
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| December 3, 2024 |
Crescent Energy Announces Accretive Central Eagle Ford Bolt-On Exhibit 99.2 Crescent Energy Announces Accretive Central Eagle Ford Bolt-On HOUSTON - December 3, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced the signing of a definitive agreement to acquire Eagle Ford assets from Ridgemar Energy for upfront consideration of $905 million plus future oil price contingent consideration, subject to customary purchase pric |
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| December 3, 2024 |
Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RIDGEMAR ENERGY OPERATING, LLC, as Seller, RIDGEMAR (EAGLE FORD) LLC, as Company, CRESCENT ENERGY FINANCE, LLC, as Buyer, and CRESCENT ENERGY COMPANY, as Parent Dated as of December 3, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 35 ARTICLE 2 PURCHASE AND SALE TRANSACTION 36 Se |
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| November 13, 2024 |
CRGY / Crescent Energy Company / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment SC 13G/A 1 13GA2CRGYQ32024.htm §240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) Crescent Energy Company (Name o |
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| November 8, 2024 |
SC 13G 1 crescentenergyco13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * CRESCENT ENERGY COMPANY (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) 44952J104 (CUSIP Number) SEPTEMBER 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 7, 2024 |
CRGY / Crescent Energy Company / BlackRock, Inc. Passive Investment SC 13G/A 1 us44952j1043110724.txt us44952j1043110724.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) CRESCENT ENERGY CO - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 44952J104 - (CUSIP Number) October 31, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| November 5, 2024 |
Calculation of Filing Fee Tables. Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) CRESCENT ENERGY COMPANY (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Pr |
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| November 5, 2024 |
November 5, 2024 Brandi Kendall Chief Financial Officer Crescent Energy Co 600 Travis Street, Suite 7200 Houston, Texas 77002 Re: Crescent Energy Co Form 10-K for the Fiscal Year ended December 31, 2023 Filed March 4, 2024 File No. |
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| November 5, 2024 |
As filed with the Securities and Exchange Commission on November 5, 2024 As filed with the Securities and Exchange Commission on November 5, 2024 Registration No. |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Cresce |
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| November 4, 2024 |
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): November 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) (Commissio |
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| November 4, 2024 |
Exhibit 2.5 FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Fourth Amendment to Purchase and Sale Agreement (this “Amendment”), is dated September 12, 2024, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller” |
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| November 4, 2024 |
Exhibit 99.1 Crescent Energy Reports Third Quarter 2024 Financial and Operating Results, Raises Outlook for Third Consecutive Quarter Houston, November 4, 2024 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company") today announced financial and operating results for the third quarter of 2024. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to hos |
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| November 4, 2024 |
Execution Version 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. |
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| November 4, 2024 |
Execution Version 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. |
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| November 4, 2024 |
Execution Version FOURTH SUPPLEMENTAL INDENTURE Fourth 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. |
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| November 4, 2024 |
Second Amendment to the Crescent Energy Company 2021 Equity Incentive Plan. SECOND AMENDMENT TO THE CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN THIS SECOND AMENDMENT (the “Second Amendment”) to the Crescent Energy Company 2021 Equity Incentive Plan (the “Plan”), has been adopted by the board of directors (the “Board”) of Crescent Energy Company, a Delaware corporation (the “Company”). |
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| October 23, 2024 |
October 23, 2024 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 22, 2024 |
Results of Operations and Financial Condition 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): October 22, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 9, 2024 |
October 9, 2024 Brandi Kendall Chief Financial Officer Crescent Energy Co 600 Travis Street, Suite 7200 Houston, Texas 77002 Re: Crescent Energy Co Form 10-K for the Fiscal Year ended December 31, 2023 Filed March 4, 2024 File No. |
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| September 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Commission file number 001-41132 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 87-1133610 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 600 Travis Street, Suite 7200 Houston, Texas 77002 (Add |
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| September 24, 2024 |
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT Oklahoma Project [Member] UNITED STATES Utah Project [Member] U. S. Federal Government [Member] New Mexico Project [Member] Montana Project [Member] Wyoming Project [Member] Texas Project [Member] Oil And Natural Gas [Member] |
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| September 24, 2024 |
iso4217:USD 0001866175 crgy:UtahProjectMember 2023-01-01 2023-12-31 0001866175 crgy:WyomingProjectMember 2023-01-01 2023-12-31 0001866175 crgy:TexasProjectMember 2023-01-01 2023-12-31 0001866175 crgy:NewMexicoProjectMember 2023-01-01 2023-12-31 0001866175 crgy:OklahomaProjectMember 2023-01-01 2023-12-31 0001866175 crgy:MontanaProjectMember 2023-01-01 2023-12-31 0001866175 2023-01-01 2023-12-31 0001866175 1 2023-01-01 2023-12-31 0001866175 2 2023-01-01 2023-12-31 0001866175 3 2023-01-01 2023-12-31 0001866175 4 2023-01-01 2023-12-31 0001866175 5 2023-01-01 2023-12-31 0001866175 6 2023-01-01 2023-12-31 0001866175 7 2023-01-01 2023-12-31 0001866175 crgy:U. |
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| September 24, 2024 |
ayment Report as required by Item 2.01 of this From. Exhibit 99.1 Resource Extraction Payment Report This exhibit to Form SD presents payments made by Crescent Energy Company (“Crescent,” “we” or “our”) to the U.S. federal government and foreign governments for the purpose of the commercial development of oil and natural gas during the year ended December 31, 2023. The information within this report has been prepared and is presented in accordance w |
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| September 20, 2024 |
September 20, 2024 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 11, 2024 |
September 11, 2024 Brandi Kendall Chief Financial Officer Crescent Energy Co 600 Travis Street, Suite 7200 Houston, Texas 77002 Re: Crescent Energy Co Form 10-K for the Fiscal Year ended December 31, 2023 Filed March 4, 2024 File No. |
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| September 9, 2024 |
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 |
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| September 9, 2024 |
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 |
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| September 9, 2024 |
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 Su |
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| September 9, 2024 |
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) (Commissi |
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| September 4, 2024 |
Crescent Energy Announces Complementary Central Eagle Ford Bolt-On 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 di |
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| September 4, 2024 |
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 |
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| September 4, 2024 |
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) (Commissi |
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| August 13, 2024 |
Exhibit 99.3 Table of Contents PART I. FINANCIAL INFORMATION Condensed Consolidated Balance Sheets (Unaudited) SilverBow Resources, Inc. and Subsidiary (in thousands, except share amounts) June 30, 2024 December 31, 2023 ASSETS Current Assets: Cash and cash equivalents $ 1,865 $ 969 Accounts receivable, net 134,571 138,343 Fair value of commodity derivatives 66,077 116,549 Other current assets 7,0 |
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| August 13, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2024 ( July 29, 2024) Crescent Energy Company (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorpo |
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| August 13, 2024 |
Exhibit 99.1 H.J. GRUY AND ASSOCIATES, INC. 6575 West Loop South, Suite 670, Bellaire, Texas 77401 • Phone (713) 739-1000 February 1, 2024 SilverBow Resources 920 Memorial City Way, Suite 850 Houston, Texas 77024 Re: Year-End 2023 S.E.C. Guideline Reserves Independent Estimation Ladies and Gentlemen: At your request, we have independently prepared an estimate of the oil, natural gas, and natural g |
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| August 13, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On July 30, 2024, Crescent Energy Company, a Delaware corporation (“Crescent”), consummated the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 15, 2024, between Crescent, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delaware |
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| August 13, 2024 |
See accompanying Notes to Consolidated Financial Statements. Exhibit 99.2 Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors SilverBow Resources, Inc. Houston, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of SilverBow Resources, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ |
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| August 9, 2024 |
SC 13D/A 1 p13da3.htm SCHEDULE 13D/A, #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Vice President PT Independence Energy Holding |
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| August 7, 2024 |
CRGY / Crescent Energy Company / Independence Energy Aggregator L.P. - SC 13D/A Activist Investment SC 13D/A 1 ef20033662sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Vice President Independence Energy Aggregator L |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Crescent En |
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| August 5, 2024 |
Exhibit 99.1 Crescent Energy Reports Second Quarter 2024 Financial and Operating Results, Updates 2H'24 Guidance Pro Forma for SilverBow Acquisition Houston, August 5, 2024 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company") today announced financial and operating results for the second quarter of 2024. A supplemental slide deck can be found at www.crescentenergyco.com. The Compan |
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| August 5, 2024 |
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): August 5, 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 |
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| August 5, 2024 |
Execution Version THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This Third Amendment to Purchase and Sale Agreement (this “Amendment”), is dated June 11, 2024, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”), on the one part, and JAVELIN EF L. |
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| August 2, 2024 |
Exhibit 10.1 Execution Version TENTH AMENDMENT TO CREDIT AGREEMENT This TENTH AMENDMENT TO CREDIT AGREEMENT (this “Tenth Amendment”) dated as of July 30, 2024, is among CRESCENT ENERGY FINANCE LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); WELLS FARGO BANK, NATI |
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| August 2, 2024 |
Crescent Stockholders Overwhelmingly Approve Merger with SilverBow Resources Exhibit 99.1 Crescent Stockholders Overwhelmingly Approve Merger with SilverBow Resources HOUSTON – July 29, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”), today announced it received overwhelming stockholder approval for the issuance of Crescent Class A common stock in connection with its proposed merger (the “Merger”) with SilverBow Resources Inc. (NYSE: SBOW) (“Silve |
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| August 2, 2024 |
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): July 29, 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 F |
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| August 2, 2024 |
Exhibit 99.2 Crescent Energy Closes Transformative Acquisition of SilverBow Resources Company to report second quarter financial and operating results August 5th Houston – July 30, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”), today announced the closing of its acquisition of SilverBow Resources, Inc. (“SilverBow”). The transaction was closed ahead of schedule, and Cre |
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| August 2, 2024 |
Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of July 30, 2024 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between Marcus C. Rowland (the “Indemnitee”) and Crescent Energy Company, a Delaware corporation (the “Corporation”), as of the Effective Time. Terms used but not defined herein shall have the meanings assigne |
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| August 2, 2024 |
Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of July 30, 2024 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between Michael Duginski (the “Indemnitee”) and Crescent Energy Company, a Delaware corporation (the “Corporation”), as of the Effective Time. Terms used but not defined herein shall have the meanings assigned |
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| July 29, 2024 |
Crescent Stockholders Overwhelmingly Approve Merger with SilverBow Resources Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc. |
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| July 25, 2024 |
Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc. |
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| July 23, 2024 |
Results of Operations and Financial Condition 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): July 23, 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 F |
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| July 19, 2024 |
Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc. |
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| July 17, 2024 |
Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc. |
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| July 2, 2024 |
Crescent Energy and SilverBow Resources Announce Expiration of Hart-Scott-Rodino Act Waiting Period Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc. |
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| June 28, 2024 |
JOINT LETTER TO STOCKHOLDERS OF CRESCENT ENERGY COMPANY AND SILVERBOW RESOURCES, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-280162 JOINT LETTER TO STOCKHOLDERS OF CRESCENT ENERGY COMPANY AND SILVERBOW RESOURCES, INC. Dear Stockholders: Crescent Energy Company (“Crescent”) and SilverBow Resources, Inc. (“SilverBow”) have entered into an agreement and plan of merger (which we refer to in this letter as the “merger agreement”), pursuant to which Crescent has agreed to |
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| June 25, 2024 |
Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 June 25, 2024 Via EDGAR U. |
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| June 24, 2024 |
Consent of Ryder Scott Company, LP. Exhibit 23.7 TBPELS REGISTERED ENGINEERING FIRM F-1580 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the incorporation by reference of our firm’s report letter dated January 30, 2024, respectively, prepared for the Company as of December 31, 2023, into this Registratio |
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| June 24, 2024 |
Consent of Evercore Group L.L.C. Exhibit 99.6 Consent of Evercore Group L.L.C. June 21, 2024 The Board of Directors of SilverBow Resources, Inc. 920 Memorial City Way, Suite 850 Houston, Texas 77024 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Board of Directors of SilverBow Resources, Inc. (“SilverBow”), as Annex G to, and reference thereto under the capt |
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| June 24, 2024 |
Consent of H.J. Gruy and Associates, Inc. Exhibit 23.8 H.J. GRUY AND ASSOCIATES, INC. 6575 West Loop South, Suite 670, Bellaire, Texas 77401 l Phone (713) 739-1000 CONSENT OF H.J. GRUY AND ASSOCIATES, INC. We hereby consent to the use of the name H.J. Gruy and Associates, Inc. and the incorporation by reference in this Registration Statement on Form S-4 of Crescent Energy Company to be filed on or about June 21, 2024 and the accompanying |
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| June 24, 2024 |
Form of Proxy Card of Crescent Energy Company. Exhibit 99.1 SCAN TO VIEW MATERIALS & VOTE w CRESCENT ENERGY COMPANY 600 TRAVIS STREET, SUITE 7200 HOUSTON, TX 77002 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your pro |
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| June 24, 2024 |
Consent of BofA Securities, Inc. Exhibit 99.5 Consent of BofA Securities, Inc. June 21, 2024 The Board of Directors SilverBow Resources, Inc. 920 Memorial City Way, Suite 850 Houston, Texas 77024 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Board of Directors of SilverBow Resources, Inc. (“SilverBow”) as Annex F to, and to the references to such opinion letter under th |
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| June 24, 2024 |
Exhibit 99.3 CONSENT OF JEFFERIES LLC June 21, 2024 The Board of Directors Crescent Energy Company 600 Travis, Suite 7200 Houston, Texas 77002 Ladies and Gentlemen: Reference is made to our opinion letter, dated May 15, 2024 (“Opinion Letter”), with respect to the fairness from a financial point of view to Crescent Energy Company of the Merger Consideration (as defined in the Opinion Letter) to be |
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| June 24, 2024 |
Consent of Intrepid Partners, LLC . Exhibit 99.4 CONSENT OF INTREPID PARTNERS, LLC The Special Committee of the Board of Directors of Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 Dear Members of the Committee: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Special Committee of the Board of Directors of Crescent Energy Company, as Annex E to, and the reference to suc |
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| June 24, 2024 |
Form of Proxy Card of SilverBow Resources, Inc. Exhibit 99.2 SCAN TO VIEW MATERIALS & VOTE w SILVERBOW RESOURCES, INC. 920 MEMORIAL CITY WAY SUITE 850 HOUSTON, TX 77024 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m. Central Time on July 28, 2024. Have your proxy card in hand when you ac |
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| June 24, 2024 |
As filed with the Securities and Exchange Commission on June 21, 2024 As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. |
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| June 20, 2024 |
United States securities and exchange commission logo June 20, 2024 David Rockecharlie Chief Executive Officer Crescent Energy Company 600 Travis Street, Suite 7200 Houston, TX 77002 Re: Crescent Energy Company Registration Statement on Form S-4 Filed June 13, 2024 File No. |
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| June 18, 2024 |
Exhibit 4.1 INDENTURE Dated as of June 14, 2024 Among Crescent Energy Finance LLC, as Company And U.S. Bank Trust Company, National Association, as Trustee 7.375% SENIOR NOTES DUE 2033 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 66 SECTION 1.03. [Reserved] 67 SECTION 1.04. Rules of Construction 67 SECTION 1.05. Ac |
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| June 18, 2024 |
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): June 13, 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 F |
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| June 18, 2024 |
Crescent Energy Announces Pricing of $750 Million Private Placement of 7.375% Senior Notes Due 2033 Exhibit 99.1 Crescent Energy Announces Pricing of $750 Million Private Placement of 7.375% Senior Notes Due 2033 HOUSTON, TX – (June 13, 2024) – 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 offer pursuant to Rule 144A and Regulation S under the Securities Act of 1933, |