Crescent Energy Announces Pricing of $150 Million Private Placement of Additional 9.250% Senior Notes Due 2028
06 12월 2023 - 6:15AM
Business Wire
Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced
today that its indirect subsidiary Crescent Energy Finance LLC (the
“Issuer”) has priced its previously announced private placement
pursuant to Rule 144A and Regulation S under the Securities Act of
1933, as amended (the “Securities Act”), to eligible purchasers of
$150 million aggregate principal amount of 9.250% Senior Notes due
2028 (the “Notes”). The Notes mature on February 15, 2028 and pay
interest at the rate of 9.250% per year, payable on February 15 and
August 15 of each year, with interest payments on the Notes
commencing on February 15, 2024. The Notes were priced at 102.125%
of par, plus accrued and unpaid interest from August 15, 2023. The
Issuer intends to use the net proceeds from this offering to repay
a portion of the amounts outstanding under its revolving credit
facility. This offering is expected to close on December 8, 2023,
subject to customary closing conditions.
The Notes are being offered as additional notes under the
indenture dated as of February 1, 2023, as previously supplemented
(the “Indenture”), pursuant to which the Issuer has previously
issued $850 million aggregate principal amount of 9.250% Senior
Notes due 2028 (the “Existing Notes”). The Notes will have
substantially identical terms, other than the issue date, issue
price and first payment date, as the Existing Notes, and the Notes
and the Existing Notes will be treated as a single series of
securities under the Indenture and will vote together as a single
class.
The Notes and the related guarantees have not been registered
under the Securities Act, or any state securities laws, and, unless
so registered, the Notes and the guarantees may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws. The Issuer
plans to offer and sell the Notes only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act and to persons outside the United States
pursuant to Regulation S under the Securities Act.
This communication shall not constitute an offer to sell, or the
solicitation of an offer to buy, the securities described herein,
nor shall there be any sale of these securities in any state or
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 jurisdiction.
About Crescent Energy Company
Crescent Energy Company is a U.S. independent energy company
with a portfolio of assets in basins across the lower 48
states.
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 private placement and the use of proceeds
therefrom 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.
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Emily Newport IR@crescentenergyco.com
Crescent Energy (NYSE:CRGY)
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