Crescent Energy Company Announces Secondary Public Offering of Common Stock and Intention to Repurchase OpCo Units
06 Mars 2024 - 10:26PM
Business Wire
Crescent Energy Company (“Crescent” or the “Company”) (NYSE:
CRGY) today announced the commencement of an underwritten public
offering of 12,000,000 shares of its Class A common stock, par
value $0.0001 per share (“common stock”). The common stock is being
offered by Independence Energy Aggregator L.P. (the “Selling
Stockholder”), the direct owner of the shares being offered and the
entity through which certain unaffiliated limited partners and
affiliated entities hold their interests in the Company and its
subsidiary Crescent Energy OpCo LLC. The Company will not sell any
shares of its common stock in the offering and will not receive any
proceeds therefrom. The Selling Stockholder expects to grant the
underwriters a 30-day option to purchase up to an additional
1,800,000 shares of common stock at the public offering price, less
the underwriting discounts and commissions.
Wells Fargo Securities, LLC, Evercore Group L.L.C. and Raymond
James & Associates, Inc. are serving as joint book-running
managers for the offering. The offering is subject to market and
other conditions, and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or
terms of the offering.
Concurrently with the closing of the offering, the Company
intends to purchase from the Selling Stockholder an aggregate of
2,000,000 units of Crescent Energy OpCo LLC (“OpCo Units”) at a
price per share equal to the price per share at which the
underwriters purchase shares of common stock in the offering and
cancel a corresponding number of shares of the Company’s Class B
common stock, par value $0.0001 per share (“Class B common stock”)
(the “OpCo Unit Purchase”). If the underwriters exercise their
option to purchase additional shares from the Selling Stockholder
in the offering, the Company intends to purchase a number of
additional OpCo Units from the Selling Stockholders and to cancel a
corresponding number of shares of Class B common stock held by
Selling Stockholder in equal proportion to the number of additional
shares of common stock sold pursuant to the underwriters’ option.
The offering of common stock is not conditioned upon the completion
of the OpCo Unit Purchase, but the OpCo Unit Purchase is
conditioned upon the completion of the offering
The proposed offering will be made only by means of a prospectus
and prospectus supplement. Copies of the preliminary prospectus
supplement and accompanying base prospectus relating to the
offering and final prospectus supplement, when available, may be
obtained from: Wells Fargo Securities, LLC, 90 South 7th Street,
5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or
email a request to WFScustomerservice@wellsfargo.com, or Evercore
Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd
Street, 35th Floor, New York, New York 10055, by telephone at
1-888-474-0200 or by email at ecm.prospectus@evercore.com, or
Raymond James & Associates, Inc., 880 Carillon Parkway, St.
Petersburg, FL, 33716, by telephone at 800-248-8863 or by email at
prospectus@raymondjames.com, or by accessing the SEC’s website at
www.sec.gov.
The offering is being conducted pursuant to a registration
statement, filed with the SEC on March 6, 2024 that became
automatically effective upon filing, and corresponding prospectus
included therein. A preliminary prospectus supplement thereto will
be filed with the SEC. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy the shares of
common stock or any other securities, nor shall there be any sale
of such shares of common stock or any other securities in any state
or other jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
About Crescent Energy Company
Crescent Energy Company is a U.S. energy company with a
portfolio of assets concentrated in Texas and the Rockies.
Cautionary Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. These forward-looking
statements include any statements regarding the proposed offering
of the Company’s Class A common stock. These forward-looking
statements are identified by their use of terms and phrases such as
“may,” “expect,” “estimate,” “project,” “plan,” “believe,”
“intend,” “achievable,” “anticipate,” “will,” “continue,”
“potential,” “should,” “could,” and similar terms and phrases.
Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, they do involve
certain assumptions, risks and uncertainties. Actual results could
differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including, but not
limited to, those set forth in the Company’s filings with the SEC,
including its registration statement on Form S-3, the prospectus
supplement relating to the offering and its Annual Report on Form
10-K for the fiscal year ended December 31, 2023 under the caption
“Risk Factors,” as may be updated from time to time in the
Company’s periodic filings with the SEC. Any forward-looking
statement in this press release speaks only as of the date of this
release. The Company undertakes no obligation to publicly update or
review any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by any applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20240306207324/en/
Brandi Kendall IR@crescentenergyco.com
Crescent Energy (NYSE:CRGY)
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