M&A - Crescent Energy Co

Form Type: 8-K/A

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025017497

Filing Summary: Crescent Energy Company filed an amendment (Form 8-K/A) on April 11, 2025, to update the previously announced Ridgemar Acquisition, which was originally reported on January 31, 2025. The amendment incorporates financial statements and pro forma financial information related to the acquisition of Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC, as outlined in the Membership Interest Purchase Agreement dated December 3, 2024. This report provides a detailed update on the financial condition post-acquisition and includes a reserve report from independent engineers that estimates the net proved reserves as of December 31, 2024. The filing maintains that the original disclosures remain unchanged, apart from the new financial information included in this amendment.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Merger

Type: Update

Accession Number: 000186617525000053

Filing Summary: On April 10, 2025, Crescent Energy Company reported results related to hedge settlements for the first quarter of 2025. The company anticipates reporting approximately $7 million of total cash received from hedge positions. This figure includes negative $11 million from net cash paid on settlement of derivatives and $18 million from the settlement of acquired derivative contracts linked to the SilverBow merger. These settlements are expected to be reflected as positive adjustments on Statements of Cash Flows and additions to Adjusted EBITDAX. The final amounts will be disclosed in the company's Quarterly Report on Form 10-Q for the period ending March 31, 2025. It is emphasized that the reported figures are preliminary and subject to changes, and actual results may differ significantly due to various uncertainties.

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025016291

Filing Summary: Crescent Energy Company reports the culmination of the SilverBow Acquisition as per the Merger Agreement dated May 15, 2024. This report includes a pro forma statement of operations showing the effects of the acquisition as if it had occurred on January 1, 2024, as detailed in previous filings made on August 2 and August 13, 2024. The pro forma financials are attached as Exhibit 99.1, which includes an unaudited statement of operations for 2024. This document does not confer 'filed' status for liability under the Exchange Act and is not to be incorporated into any Securities Act filings.

Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000186617525000003

Filing Summary: Crescent Energy Company reports preliminary cash settlements from hedge positions for the three and twelve months ended December 31, 2024, expecting to report $42 million and $25 million cash received, respectively. The reported settlements include net cash from derivatives and those acquired in connection with the SilverBow Merger. The results are subject to change and will be finalized in the upcoming Annual Report on Form 10-K. The report clarifies that the amounts are forward-looking statements and are not filed under Section 18 of the Exchange Act, thus not subject to its liabilities.

Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025003335

Filing Summary: On January 31, 2025, Crescent Energy Company completed its acquisition of all issued and outstanding securities of Ridgemar (Eagle Ford) LLC, as per the Membership Interest Purchase Agreement dated December 3, 2024. The total consideration for the transaction included $830 million in cash and 5,454,546 shares of Class A Common Stock. Additionally, there is an earn-out consideration of up to $170 million based on the NYMEX WTI price in fiscal years 2026 and 2027. A Registration Rights Agreement was executed, granting the seller certain rights regarding the shares received in the transaction. The press release regarding the transaction was also issued on the same day, and further amendments related to the Purchase Agreement were noted in a Closing Agreement.