Crescent Energy Finance LLC (“CE Finance”), a wholly owned
subsidiary of Crescent Energy Company (“Crescent”) announced today
that it has commenced a cash tender offer (the “Tender Offer”) to
purchase any and all of the outstanding senior notes (the “Notes”)
listed in the following table upon the terms and conditions
described in CE Finance’s Offer to Purchase, dated March 19, 2024
(the “Offer to Purchase”).
Issuer (1)
Title of Security
CUSIP Number
Principal Amount
Outstanding
Purchase Price per
$1,000 of Notes (2)
Crescent Energy Finance LLC
7.250% Senior Notes due 2026
45344LAA1 (144A) / U4526LAA5 (Reg
S)
$
700,000,000
$
1,018.83
_______________
(1)
Crescent Energy Finance LLC, a
Delaware limited liability company and a wholly owned subsidiary of
Crescent Energy Company (NYSE:CRGY), is the issuer of these
securities.
(2)
Holders will also receive accrued
and unpaid interest thereon from the last interest payment date up
to, but not including, the settlement date in addition to the
Purchase Price.
The Tender Offer is being made pursuant to the terms and
conditions contained in the Offer to Purchase and Notice of
Guaranteed Delivery, copies of which may be obtained from Global
Bondholder Services Corporation, the tender agent and information
agent for the Tender Offer, by calling (855) 654-2014 (toll free)
or, for banks and brokers, (212) 430-3774. Copies of the Offer to
Purchase and Notice of Guaranteed Delivery are also available at
the following web address:
https://www.gbsc-usa.com/crescentenergyco/.
The Tender Offer will expire at 5:00 p.m., New York City time,
on March 25, 2024 unless extended or earlier terminated (such time
and date, as the same may be extended, the “Expiration Time”).
Tendered Notes may be withdrawn at any time before the Expiration
Time. Holders of Notes must validly tender and not validly withdraw
their Notes (or comply with the procedures for guaranteed delivery)
before the Expiration Time to be eligible to receive the
consideration for their Notes.
Settlement for Notes tendered prior to the Expiration Time and
accepted for purchase will occur promptly after the Expiration
Time, which is expected to be March 26, 2024, assuming that the
Tender Offer is not extended or earlier terminated. The settlement
date for any Notes tendered pursuant to a Notice of Guaranteed
Delivery is expected to be on March 28, 2024, subject to the same
assumption.
Additionally, CE Finance intends to redeem any Notes that are
not repurchased in the Tender Offer on May 1, 2024. However, there
can be no assurance that any Notes will be repaid. The Tender Offer
and the redemption are conditioned upon the satisfaction of certain
conditions, including the completion of a contemporaneous notes
offering (the “Notes Offering”) by CE Finance on terms and
conditions (including, but not limited to, the amount of proceeds
raised in such Notes Offering) satisfactory to CE Finance and
Crescent. The Tender Offer is not conditioned upon any minimum
amount of Notes being tendered. The Tender Offer may be amended,
extended, terminated or withdrawn. Crescent intends to use the net
proceeds of the Notes Offering, together with borrowings under
Crescent’s revolving credit facility, if needed, to fund the
purchase of the Notes in the Tender Offer and to redeem any of the
Notes outstanding after completion of the Tender Offer.
CE Finance has retained BofA Securities to serve as the
exclusive Dealer Manager for the Tender Offer. Questions regarding
the terms of the Tender Offer may be directed to BofA Securities at
+1 (888) 292-0070 (toll-free), +1 (646) 743-2120 (collect) or
debt_advisory@bofa.com.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offer and
does not constitute a notice of redemption for the Notes. In
addition, this press release is not an offer to sell or the
solicitation of an offer to buy any securities issued in connection
with any contemporaneous Notes Offering, nor shall there be any
sale of the securities issued in such offering in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such 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 Statement Regarding Forward-Looking
Information
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended. These
statements are based on current expectations. The words and phrases
“should”, “could”, “may”, “will”, “believe”, “think”, “plan”,
“intend”, “expect”, “potential”, “possible”, “anticipate”,
“estimate”, “forecast”, “view”, “efforts”, “target”, “goal” and
similar expressions identify forward-looking statements and express
our expectations about future events. This communication includes
statements regarding this tender offer that may contain
forward-looking statements within the meaning of federal securities
laws. We believe that our expectations are based on reasonable
assumptions; however, no assurance can be given that such
expectations will prove to be correct. A number of factors could
cause actual results to differ materially from the expectations,
anticipated results or other forward-looking information expressed
in this communication, including weather, political, economic and
market conditions, including a decline in the price and market
demand for natural gas, natural gas liquids and crude oil,
uncertainties inherent in estimating natural gas and oil reserves
and in projecting future rates of production; our hedging strategy
and results, federal and state regulations and laws, the impact of
pandemics such as COVID-19, actions by the Organization of the
Petroleum Exporting Countries (“OPEC”) and non-OPEC oil-producing
countries, including recent production cuts by OPEC, the impact of
armed conflicts, including in and around Ukraine and Israel, the
impact of disruptions in the banking industry and capital markets,
the timing and success of business development efforts, including
acquisition and disposition opportunities, our reliance on external
manager, cost inflation and central bank policy changes associated
therewith and other uncertainties. All statements, other than
statements of historical facts, included in this communication that
address activities, events or developments that we expect, believe
or anticipate will or may occur in the future are forward-looking
statements. Such statements are subject to a number of assumptions,
risks and uncertainties, many of which are beyond our control.
Consequently, actual future results could differ materially from
our expectations due to a number of factors, including, but not
limited to, those items identified as such in the most recent
Annual Report on Form 10-K and any subsequently filed Quarterly
Reports on Form 10-Q and the risk factors described thereunder,
filed by Crescent Energy Company with the U.S. Securities and
Exchange Commission.
Many of such risks, uncertainties and assumptions are beyond our
ability to control or predict. Because of these risks,
uncertainties and assumptions, you should not place undue reliance
on these forward-looking statements. We do not give any assurance
(1) that we will achieve our expectations or (2) concerning any
result or the timing thereof.
All subsequent written and oral forward-looking statements
concerning this offering, the use of proceeds therefrom, Crescent
Energy Company and the Issuer or other matters and attributable
thereto or to any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. We
assume no duty to update or revise these forward-looking statements
based on new information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240318238506/en/
Brandi Kendall IR@crescentenergyco.com
Crescent Energy (NYSE:CRGY)
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