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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 26, 2024
Crescent Energy Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware001-4113287-1133610
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification Number)
600 Travis Street, Suite 7200
Houston Texas
77002
(Address of Principal Executive Offices)(Zip Code)
(713) 337-4600
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01.          Entry into a Material Definitive Agreement.
The information contained in Item 2.03 of this Current Report is incorporated into this Item 1.01 by reference.
Item 1.02.          Termination of a Material Definitive Agreement.
In connection with the issuance of the Notes (as defined below), the Tender Offer (as defined below) and the Redemption (as defined below), on March 26, 2024, Crescent Energy Finance LLC (the “Issuer”), a Delaware limited liability company and indirect subsidiary of Crescent Energy Company (NYSE: CRGY) (the “Company”), deposited with the Trustee approximately $271.7 million in trust and irrevocably instructed the Trustee to apply the money deposited with the Trustee to the redemption in full of the 2026 Notes (as defined below) outstanding following the Tender Offer, including those 2026 Notes validly tendered pursuant to the guaranteed delivery procedures under the Tender Offer, on the date of the Redemption (as defined below). Upon deposit of such redemption amount, the 2021 Indenture (as defined below) was satisfied and discharged in accordance with its terms. As a result of the satisfaction and discharge of the 2021 Indenture, the Issuer has been released from its obligations under the 2021 Indenture except with respect to those provisions of the 2021 Indenture that, by their terms, survive the satisfaction and discharge of the 2021 Indenture.
Item 2.03.          Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 26, 2024, the Issuer issued $700.0 million aggregate principal amount of its 7.625% senior notes due 2032 (the “Notes”). The Notes were issued pursuant to the indenture, dated as of March 26, 2024 (the “Indenture”), by and among the Issuer, the guarantors named therein (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Additional information regarding the Notes and the Indenture, pursuant to which such Notes were issued, is set forth below.
Indenture and Senior Notes
The Notes are senior unsecured obligations of the Issuer. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the existing subsidiaries of the Issuer that guarantee its indebtedness under its revolving credit facility. The Notes are not guaranteed by the Company, which is the managing member of Crescent Energy OpCo LLC (“OpCo”), which is the sole member of the Issuer, or OpCo, and neither the Company nor OpCo is subject to the terms of the Indenture.
Maturity and Interest
The Notes will mature on April 1, 2032. The Notes bear interest at the rate of 7.625% per annum, payable in arrears on each April 1 and October 1, with interest payments on the Notes commencing October 1, 2024.
Optional Redemption
At any time prior to April 1, 2027, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if at least 50% of the aggregate principal amount of the Notes remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.
At any time prior to April 1, 2027, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the redemption date.


On or after April 1, 2027, the Issuer may redeem the Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:
YearPercentage
2027
103.813 %
2028
101.906 %
2029 and thereafter
100.000 %
Change of Control
If the Issuer experiences certain kinds of changes of control accompanied by a ratings decline, each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Certain Covenants
The Indenture contains covenants that, among other things, limit the ability of the Issuer’s restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of its equity or redeem, repurchase or retire its equity or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from any non-Guarantor restricted subsidiary to it; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.
Events of Default
If an Event of Default (as defined in the Indenture) occurs and is continuing under the Indenture, the Trustee or holders of at least 30% in principal amount of the then total outstanding Notes by written notice to the Issuer and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided that the Notes will not be due and payable immediately if such an Event of Default results from (i) certain events of bankruptcy or insolvency with respect to the Issuer, any restricted subsidiary of the Issuer that is a significant subsidiary or any group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary, or (ii) the guarantee of any restricted subsidiary of the Issuer that is a significant subsidiary or any group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary, for any reasons ceases to be in full force and effect, except as contemplated by the Indenture, or is declared null and void or a financial officer of such significant subsidiary or group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary, denies in writing that it has any further liability under its guarantee.
The foregoing description of the Indenture is not complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 4.1 and is incorporated herein by reference.
Item 7.01.          Regulation FD Disclosure.
On March 26, 2024, the Issuer issued a news release announcing the expiration of its cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding aggregate principal amount of the 7.250% Senior Notes due 2026 (the “2026 Notes”) issued by the Issuer pursuant to that certain indenture, dated as of March 6, 2021, as supplemented to the date hereof, by and among the Issuer, the guarantors named therein and the Trustee (the “2021 Indenture”).


At the time of expiration of the Tender Offer, $442,291,000 aggregate principal amount of the 2026 Notes (approximately 63.18%) was validly tendered, which did not include $4,648,000 aggregate principal amount of the 2026 Notes that remained subject to guaranteed delivery procedures at such time. At the time of the guaranteed delivery settlement date on March 28, 2024, $792,000 aggregate principal amount of the 2026 Notes (approximately 0.1%) was validly tendered pursuant to the guaranteed delivery procedures. The Issuer accepted for payment all such 2026 Notes validly tendered and not validly withdrawn in the Tender Offer and through the guaranteed delivery procedures, as applicable, and made payment for such 2026 Notes on March 26, 2024 and on March 28, 2024, respectively. All 2026 Notes that remain outstanding following the guaranteed delivery settlement date on March 28, 2024 will be redeemed on May 1, 2024, pursuant to the notice of conditional full redemption issued on March 19, 2024 (the “Redemption”).
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 9.01          Financial Statements and Exhibits.
(d) Exhibits.
ExhibitDescription
4.1
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, CRGY has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 28, 2024
CRESCENT ENERGY COMPANY
By:/s/ Bo Shi
Name:Bo Shi
Title:General Counsel