Underwriting Agreement
On September 8, 2022, Crescent Energy Company (the “Company”), Independence Energy Aggregator L.P. (the “Selling Stockholder”) and the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Stockholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, an aggregate of 5,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company (the “Offering”). Pursuant to the Underwriting Agreement, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an aggregate of 750,000 additional shares of Class A Common Stock to cover over-allotments, which option was exercised in full on September 9, 2022. The material terms of the Offering are described in the prospectus, dated September 8, 2022 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 9, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Offering, the Company purchased from PT Independence Energy Holdings LLC (“PT Independence”) an aggregate of 2,568,786 units of Crescent Energy OpCo LLC, the Company’s subsidiary, at a price per unit equal to the price per share at which the Underwriters purchased shares of our Class A Common Stock from the Selling Stockholder in the Offering (the “Concurrent OpCo Unit Purchase”). The Company also canceled a corresponding number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), held by PT Independence.
The Offering and Concurrent Opco Unit Purchase closed on September 13, 2022. The Company did not receive any proceeds from the sale of shares of Class A Common Stock in the Offering. The total amount paid by the Company to PT Independence in the Concurrent OpCo Unit Purchase was approximately $36.2 million. The Company funded the Concurrent OpCo Unit Purchase with cash on hand.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Underwriters and their affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. As more fully described under the caption “Underwriting (Conflict of Interests)” in the Prospectus, the Underwriters and their affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company for which they received or will receive customary fees and expenses. Following the Offering and the Concurrent OpCo Unit Purchase, the Selling Stockholder and PT Independence, collectively, own approximately 71.1% of the shares of the Company’s Common Stock and have certain other contractual rights and obligations with the Company, as more fully described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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