Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On July 3, 2023, Javelin EF L.P. (the “Purchaser”), a subsidiary of Crescent Energy Company (“Crescent” or the “Company”), consummated the acquisition contemplated by the Purchase and Sale Agreement (the “Western Eagle Ford Acquisition Agreement”), dated as of May 2, 2023, with Mesquite Comanche Holdings, LLC (“Comanche Holdings”) and SN EF Maverick, LLC (“SN EF Maverick,” and together with Comanche Holdings, the “Seller”), pursuant to which the Purchaser acquired from the Seller certain interests in oil and gas properties, rights and related assets in the Western Eagle Ford basin (the “July Western Eagle Ford Assets”) for aggregate cash consideration of $603.4 million (the “July Western Eagle Ford Acquisition”). The cash purchase price was funded by borrowings under the Revolving Credit Facility in the amount of $543.4 million (the “Acquisition Borrowings”), which represented the purchase price, after purchase price adjustments less a $60.0 million deposit funded by borrowings under the Revolving Credit Facility made at signing on May 2, 2023 (the “Acquisition Deposit”).
The unaudited pro forma condensed combined statements of operations (the “pro forma statements of operations”) have been prepared from the historical consolidated financial statements of Crescent for the six months ended June 30, 2023 and for the year ended December 31, 2022 and the statements of revenues and direct operating expenses of the July Western Eagle Ford Assets for the six months ended June 30, 2023 and for the year ended December 31, 2022, adjusted to give effect to the July Western Eagle Ford Acquisition as if it had been consummated on January 1, 2022. The unaudited pro forma condensed combined balance sheet (the “pro forma balance sheet”) has been prepared from the historical consolidated balance sheet of Crescent as of June 30, 2023, adjusted to give effect to the July Western Eagle Ford Acquisition as if it had been consummated on June 30, 2023.
The following unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) are based on, and should be read in conjunction with:
| • | | the historical unaudited consolidated financial statements of Crescent as of June 30, 2023 and for the three and six months ended June 30, 2023 included in the Company’s Quarterly Report on Form 10-Q and the historical audited combined and consolidated financial statements of Crescent for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K and |
| • | | the statements of revenues and direct operating expenses of the July Western Eagle Ford Assets for the six months ended June 30, 2023 and for the year ended December 31, 2022 included as Exhibit 99.1 elsewhere in this Current Report on Form 8-K/A. |
The pro forma financial statements were derived by making certain transaction accounting adjustments to the historical financial statements noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the July Western Eagle Ford Acquisition may differ from the adjustments made to the pro forma financial statements. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects for the periods presented as if the July Western Eagle Ford Acquisition had been consummated earlier, and that all adjustments necessary to present fairly the pro forma financial statements have been made. The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements presented below.
As of the date of this filing, the Company has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets acquired and the liabilities assumed and the related purchase price allocations. A final determination of the fair value of the July Western Eagle Ford Assets will be completed as soon as practicable. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.
The pro forma financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that the Company would have achieved if the Western Eagle Ford Acquisition Agreement had been entered into and the July Western Eagle Ford Acquisition had taken place on the assumed dates. The pro forma financial statements do not reflect future events that may occur after the consummation of the July Western Eagle Ford Acquisition, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that the Company may achieve with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma financial statements and should not be relied on as an indication of the financial position or future results of the Company.