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Crescent Energy Company and Vital Energy, Inc. executed an Agreement and Plan of Merger and related voting/support agreements dated August 24, 2025, documenting the planned mergers and related governance arrangements. The filing states the S-4 registration statement has been declared effective by the SEC and that the shares of Parent common stock to be issued in connection with the mergers have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance. Closing conditions include accuracy of representations and warranties, absence of a material adverse effect, performance of material obligations, and receipt of compliance certificates. The Merger Agreement contains non-solicitation provisions and provides reciprocal termination fees: a Company Termination Fee of $22,500,000 and a Parent Termination Fee of $76,900,000. The filing references related agreements including voting and support agreements, a third amendment to a management agreement, and cross-references Crescent and Vital SEC filings and disclosure locations.
Crescent Energy Company (CRGY) filed an 8-K referencing a proposed transaction with Vital Energy and providing related documents. The filing points investors to a press release and investor presentation dated August 25, 2025, and to registration and joint proxy materials once filed with the SEC. It states where copies of Vital's SEC filings can be obtained and notes that Crescent's insiders' holdings are reflected in Forms 3, 4 or 5 as applicable. The company reiterates standard forward-looking statement disclaimers, saying it gives no assurance that expectations or future results will be achieved and that statements speak only as of their date.
State Street Corporation reports beneficial ownership of 8,871,882 shares of Crescent Energy Company common stock, representing 3.5% of the class. The filing shows no sole voting or dispositive power and records shared voting power of 8,688,969 and shared dispositive power of 8,871,882, indicating the position is managed collectively rather than controlled by a single account. State Street is organized in Massachusetts and lists several State Street Global Advisors entities (SSGA FUNDS MANAGEMENT, STATE STREET GLOBAL ADVISORS EUROPE LIMITED, STATE STREET GLOBAL ADVISORS LIMITED, STATE STREET GLOBAL ADVISORS TRUST COMPANY, STATE STREET GLOBAL ADVISORS, LTD.) as relevant subsidiaries classified as investment advisers (IA). The filing states group-related items are not applicable and that ownership on behalf of others is not applicable for Item 6, consistent with routine institutional holdings disclosed on Schedule 13G.
Crescent Energy Company (NYSE: CRGY) disclosed that its indirect subsidiary Crescent Energy Finance LLC priced $600 million aggregate principal amount of 8.375% senior notes due 2034. Net proceeds are expected to be approximately $588.1 million after underwriter discounts and estimated offering expenses.
The company plans to use the cash, together with borrowings under its revolving credit facility or available cash if necessary, to fund a tender offer for a portion of its outstanding 9.250% senior notes due 2028 and to pay related fees. Any unused proceeds will be applied to revolver repayment or general corporate purposes. The notes offering is slated to close on July 8, 2025. It is not contingent on the tender offer, although the tender offer is conditioned on completion of the new issue.
The purchase agreement with BofA Securities, acting as representative of the initial purchasers, includes customary representations and a 60-day restriction on issuing additional long-term debt. Certain initial purchasers or their affiliates are lenders under the revolving credit facility and may hold the 2028 notes, positioning them to receive a portion of the offering proceeds. Exhibit 99.1 contains the related press release.
Crescent Energy (NYSE: CRGY) used this Form 8-K to furnish updated information ahead of a capital markets transaction. The company’s financing subsidiary, CE Finance, plans to issue $500 million of Senior Notes due 2034 in a Rule 144A/Reg S private placement and has launched a cash tender offer for up to $500 million of its 9.250% Senior Notes due 2028. The proceeds are expected to refinance the shorter-dated notes and extend the debt maturity profile.
The filing also includes unaudited pro forma statements of operations for the three months ended March 31 2025 and year ended December 31 2024, giving effect to the Ridgemar Acquisition (closed 1/31/25) as if consummated on 1/1/24. On this basis, full-year 2024 results would have been $2.385 billion Adjusted EBITDAX, $659.2 million Levered Free Cash Flow and $164.7 million net income, compared with an actual reported net loss of $137.7 million.
Reserve disclosures show combined 793 MMBoe of proved reserves (65% liquids) with SEC PV-10 of $6.0 billion. Proved developed producing reserves carry a forecast 26% decline rate for 2025 and average five- and ten-year declines of 17% and 13%, respectively. The company identifies 481 proved undeveloped drilling locations and values its derivative hedge book at a notional $2.8 billion as of 5/31/25.
Management highlights a historical 42% reinvestment rate (capex ÷ Adjusted EBITDAX since 2020), positioning the firm as cash-flow disciplined relative to peers. All information in Items 2.02, 7.01 and 8.01 is expressly furnished, not filed, and therefore does not constitute part of any Securities Act or Exchange Act registration statement.