Crescent Energy Finance LLC (“CE Finance”), a wholly owned
subsidiary of Crescent Energy Company (NYSE: CRGY) (“Crescent”),
announced today that the tender offer (the “Tender Offer”)
commenced on March 19, 2024 to purchase any and all of the
outstanding 7.250% Senior Notes due 2026 (the “Notes”) expired at
5:00 p.m. New York City time on March 25, 2024 (the “Expiration
Time”).
According to Global Bondholder Services Corporation, the tender
agent for the offer, valid tenders had been received at the
expiration of the offer in the amount and percentage set forth in
the table below.
Title of Security
CUSIP Number
Principal Amount
Outstanding
Principal Amount Tendered
(1)
Percentage of Principal Amount
Tendered (1)
7.250% Senior Notes due 2026
45344LAA1 (144A) /
U4526LAA5 (Reg S)
$ 700,000,000
$ 442,291,000
63.18%
_______________
(1)
Principal amount tendered excludes
$4,648,000 aggregate principal amount of the Notes tendered
pursuant to the guaranteed delivery procedures described in the
Offer to Purchase.
CE Finance expects to accept for purchase all Notes validly
tendered and not validly withdrawn as of the Expiration Time and
expects to make payment for any such Notes later today. The
settlement date for Notes tendered pursuant to guaranteed delivery
procedures is expected to be March 28, 2024.
CE Finance will use net proceeds from the issuance of $700
million aggregate principal amount of its 7.625% Senior Notes due
2032 (the “New Notes”), which is expected to close today, for the
payment of all Notes to be purchased in the Tender Offer. CE
Finance’s obligation to accept and pay for the tendered Notes is
conditioned on, among other things, the closing of the offering of
the New Notes (the “Notes Offering”). Subject to the completion of
the Notes Offering, CE Finance intends to redeem any Notes that are
not repurchased in the Tender Offer on May 1, 2024 using net
proceeds of the Notes Offering, together with borrowings under
Crescent’s revolving credit facility.
The Tender Offer was 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, 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/.
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, including the 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 Crescent Energy Company and CE Finance 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240325268689/en/
Brandi Kendall IR@crescentenergyco.com
Crescent Energy (NYSE:CRGY)
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