2 July 2024merger communication▲ Good
Crescent and SilverBow announced the expiration of the Hart-Scott-Rodino antitrust waiting period, clearing a key condition to closing their pending merger ahead of stockholder votes scheduled for July 29, 2024.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
24 June 2024business combination● NeutralMajor
Amendment No. 1 to the SilverBow registration, filed a week after the original and carrying one piece of real news: Crescent had just raised $750 million of 7.375% notes due 2033 on June 14 to fund the cash half of the deal and repay SilverBow's borrowings. It also set both special meetings for July 29, 2024 off a June 28 record date; SilverBow holders choose $38.00 cash (capped at $400 million in total), 3.125 Crescent shares, or 1.866 shares plus $15.31, worth about $38.28 a share when the deal was announced, leaving them with 21-31% of Crescent.
18 June 2024debt financing● Neutral
Crescent amended its credit agreement again as part of routine maintenance, unrelated in substance to the pending SilverBow merger.
18 June 2024merger communication● Neutral
Crescent filed Rule 425 communications regarding the pending SilverBow Resources merger.
13 June 2024merger communication● Neutral
Crescent filed a Rule 425 communication regarding the pending SilverBow Resources acquisition.
13 June 2024business combination● NeutralMajor
Crescent registered the shares for its acquisition of SilverBow Resources, an Eagle Ford producer, on an unusually flexible menu: each SilverBow holder could elect 3.125 Crescent Class A shares, or 1.866 shares plus $15.31 cash, or $38.00 all cash, with total cash capped at $400 million. The election structure was the price of ending a contested approach.
30 May 2024debt financing● Neutral
Crescent amended its credit agreement to raise the threshold for incurring additional indebtedness from $500 million to $1.0 billion.
22 May 2024business combination● Neutral
Crescent furnished investor materials regarding the pending SilverBow Resources acquisition.
22 May 2024merger communication● Neutral
Crescent filed a Rule 425 communication regarding the pending SilverBow Resources acquisition.
16 May 2024business combination▲ GoodMajor
Crescent agreed to acquire SilverBow Resources, a fellow Eagle Ford operator, in a deal combining both companies into one of the largest operators in the play; the deal also amended Crescent's external management fee arrangement with KKR Energy Assets Manager.
16 May 2024business combination● Neutral
Crescent hosted an investor call to discuss its newly announced acquisition of SilverBow Resources.
16 May 2024merger communication● Neutral
Crescent filed a Rule 425 communication in connection with the newly announced SilverBow Resources acquisition.
16 May 2024merger communication● Neutral
Crescent filed another Rule 425 communication regarding the SilverBow Resources acquisition.
12 Apr 2024debt financing▼ Bad
Crescent amended its credit agreement, trimming its borrowing base from $2.0 billion to $1.7 billion while keeping elected commitments at $1.3 billion.
28 Mar 2024debt financing▲ GoodMajor
Crescent refinanced its original 2021 formation-era notes: it issued new 7.625% senior notes due 2032 and used the proceeds, together with a tender offer, to redeem all outstanding 2026 notes, discharging the original 2021 indenture.
15 Dec 2023debt financing● Neutral
Crescent amended its credit agreement, reaffirming its $2.0 billion borrowing base and $1.3 billion elected commitments on unchanged pricing.
8 Dec 2023debt financing● Neutral
Crescent's finance subsidiary issued another $150 million of its 9.250% senior notes due 2028, bringing that series to $1.0 billion outstanding.
12 Sept 2023debt financing● Neutral
Crescent's finance subsidiary issued a further $150 million of its 9.250% senior notes due 2028, bringing that series to $850 million outstanding.
21 July 2023debt financing● Neutral
Crescent's finance subsidiary issued an additional $300 million of its 9.250% senior notes due 2028.
10 July 2023asset acquisition disposition▲ GoodMajor
Crescent closed its roughly $600 million acquisition of Eagle Ford assets from Mesquite Comanche Holdings/SN EF Maverick, amending its credit facility in connection with the deal.
3 May 2023material agreement▲ GoodMajor
Crescent agreed to acquire Eagle Ford oil and gas assets from Mesquite Comanche Holdings and SN EF Maverick for approximately $600 million cash.
1 Feb 2023debt financing▼ BadMajor
Crescent's finance subsidiary issued $400 million of new 9.250% senior notes due 2028 - a markedly higher coupon than its 2021/2022 notes, reflecting a tougher high-yield market.
29 Sept 2022debt financing▲ Good
Crescent amended its credit agreement to raise its borrowing base from $1.8 billion to $2.0 billion, extend the maturity to 2027, and cut its interest margin.
5 Apr 2022asset acquisition disposition▲ GoodMajor
Crescent completed its acquisition of the Utah (Uinta Basin) exploration and production assets from Verdun Oil Company II LLC, amending its credit facility in connection with the deal.
16 Feb 2022material agreement▲ GoodMajor
Crescent agreed to acquire Utah exploration and production assets (originally EP Energy's) from Verdun Oil Company II LLC, once Verdun completed forming the holding entity that would carry them.
10 Feb 2022debt financing● Neutral
Crescent's finance subsidiary issued an additional $200 million of its 7.250% senior notes due 2026, adding to the $500 million issued at the company's formation.
8 Dec 2021business combination▲ GoodMajor
The combination closed: Contango Oil & Gas and Independence Energy LLC both became subsidiaries of the renamed entity, now Crescent Energy Company, backed by KKR, Liberty Energy and the Goff family as sponsor groups - the transaction that created the company this history tracks.
7 Dec 2021listing compliance notice▲ GoodMajor
the exchange certified Crescent Energy Co's securities for listing, clearing them to begin trading.
8 Oct 2021business combination▼ BadMajor
Much more than consents: this amendment set the 15 October record date and, for the first time, spelled out what the KKR-affiliated external manager would be paid -- incentive compensation in five annual tranches, each targeting 2% of the Class A shares and settling anywhere from 0% to 240% of that -- alongside a $53.3 million fee carve-out. It also disclosed a fifth shareholder suit over the deal (Provost v. Contango, filed 21 September in the Southern District of New York) and conceded that 12,613 MBoe of Independence's proved undeveloped reserves carried a negative PV-10 at SEC prices.
13 Sept 2021business combination● Neutral
Amendment No. 1 to the Contango/Independence registration, whose substantive addition is the tax opinion the SEC needs before a stock-for-stock deal can go effective, plus further director consents. The economics it describes are as first filed - 0.2000 new shares per Contango share, about 75% of the combined company to Independence's owners - and Jefferies' June 7 fairness opinion was already attached to the July version as Annex G.