Crescent Energy Company Announces Pricing of Secondary Public Offering of Common Stock and Agreement to Repurchase OpCo Units

Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the pricing of an underwritten public offering of 12,000,000 shares of its Class A common stock, par value $0.0001 per share (“common stock”), at a price to the public of $10.50 per share, pursuant to a registration statement on Form S-3 (the “Registration Statement”) filed on March 6, 2024 with the U.S. Securities and Exchange Commission (the “SEC”). The common stock is being offered by Independence Energy Aggregator L.P. (the “Selling Stockholder”), the direct owner of the shares being offered and the entity through which certain unaffiliated limited partners and affiliated entities hold their interests in the Company and its subsidiary Crescent Energy OpCo LLC. The Company will not sell any shares of its common stock in the offering and will not receive any proceeds therefrom. In connection with the offering, the Selling Stockholder also granted the underwriters a 30-day option to purchase up to an additional 1,800,000 shares of common stock at the public offering price, less the underwriting discounts and commissions.

Wells Fargo Securities, LLC, Evercore Group L.L.C. and Raymond James & Associates, Inc. are serving as joint book-running managers for the offering. Mizuho Securities USA LLC and Truist Securities, Inc. are also serving as joint book-running managers for the offering. Stephens Inc., TPH&Co., the energy business of Perella Weinberg Partners, and Piper Sandler & Co. are serving as co-managers for the offering. The offering is expected to close on March 11, 2024, subject to customary closing conditions.

Concurrently with the closing of the offering, the Company has agreed to purchase from the Selling Stockholder an aggregate of 2,000,000 units of Crescent Energy OpCo LLC (“OpCo Units”) at a price per share equal to the price per share at which the underwriters purchase shares of common stock in the offering and cancel a corresponding number of shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”) (the “OpCo Unit Purchase”). If the underwriters exercise their option to purchase additional shares from the Selling Stockholder in the offering, the Company intends to purchase a number of additional OpCo Units from the Selling Stockholder and to cancel a corresponding number of shares of Class B common stock held by the Selling Stockholder in equal proportion to the number of additional shares of common stock sold pursuant to the underwriters’ option. The offering of common stock is not conditioned upon the completion of the OpCo Unit Purchase, but the OpCo Unit Purchase is conditioned upon the completion of the offering.