Crescent Energy Company (CRGY) prices upsized $600 million private placement

Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers of $600 million aggregate principal amount of 8.375% Senior Notes due 2034 (the “Notes”). The size of this offering was increased from the previously announced $500 million to $600 million. The Notes mature on January 15, 2034, and pay interest at the rate of 8.375% per year, payable on January 15 and July 15 of each year. The first interest payment on the Notes will be made on January 15, 2026. The Notes were priced at par. The Notes will be guaranteed on a senior unsecured basis by all of the Issuer’s subsidiaries that guarantee its existing notes and the indebtedness under its revolving credit facility (the “revolving credit facility”). This offering is expected to close on July 8, 2025, subject to customary closing conditions.

The Issuer intends to use the net proceeds from this offering, together with additional borrowings under the revolving credit facility and cash on hand, if needed, to fund the tender offer to purchase for cash a portion of the Issuer’s outstanding 9.250% Senior Notes due 2028 (the “2028 Notes”), pursuant to the previously announced tender offer that commenced concurrently with this offering (the “Tender Offer”), and any fees and expenses in connection therewith or with this offering. Any portion of the net proceeds from this offering that is not used to fund the consummation of the Tender Offer will instead be used to repay amounts outstanding under the revolving credit facility or for general corporate purposes. This offering is not contingent on the consummation of the Tender Offer. The Tender Offer is subject to the satisfaction of certain conditions, including, but not limited to, the completion of this offering.

The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.

This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Additionally, this communication shall not constitute an offer to purchase or the solicitation of an offer to sell any 2028 Notes in the Tender Offer.

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