Crescent Energy Co(CRGY) - 2024 Q1 - Quarterly Results

Results of Operations and Financial Condition (Item 2.02) Crescent Energy's subsidiary plans a private offering of $750 million in Senior Notes due 2033, with updated disclosures provided to investors Senior Notes Offering Crescent Energy Finance LLC intends to offer $750 million in Senior Notes due 2033 via private placement, providing updated disclosures to potential investors - Crescent Energy Finance LLC intends to offer $750 million aggregate principal amount of Senior Notes due 2033 in a private placement[4] - In connection with the notes offering, the company provided updated disclosures to potential investors, with relevant excerpts detailed in Item 8.01[23][25] Other Events (Item 8.01) This section details Crescent Energy's hedging strategy, derivative positions, and pro forma reserve data, including the SilverBow merger Hedging Strategy and Derivative Positions Crescent Energy actively hedges commodity price volatility, managing a $1.5 billion derivative portfolio and assuming SilverBow's $1.4 billion portfolio - The company utilizes an active hedging strategy with swaps and collars to limit near-term exposure to price volatility. As of May 31, 2024, the derivative portfolio had an aggregate notional value of approximately $1.5 billion[5] - Upon closing the merger, Crescent will assume SilverBow's outstanding hedging arrangements, which had an aggregate notional value of approximately $1.4 billion as of May 31, 2024[26] Crescent Energy Net Volume Derivative Positions (as of May 31, 2024) | Commodity / Instrument | Period | Volume (in thousands) | Fixed Price / Floor | Ceiling | | :--- | :--- | :--- | :--- | :--- | | Crude oil swaps – WTI (Bbls) | 2024 | 5,496 | $68.39 | - | | Crude oil collars – WTI (Bbls) | 2024 | 5,244 | $63.16 | $81.71 | | Crude oil collars – WTI (Bbls) | 2025 | 4,198 | - | - | | Natural gas swaps (MMBtu) | 2024 | 24,012 | $3.69 | - | | Natural gas collars (MMBtu) | 2024 | 10,700 | $3.38 | $4.56 | | Natural gas collars (MMBtu) | 2025 | 58,765 | $3.00 | $6.03 | SilverBow Net Volume Derivative Positions (as of May 31, 2024) | Commodity / Instrument | Period | Volume (in thousands) | Fixed Price / Floor | Ceiling | | :--- | :--- | :--- | :--- | :--- | | Crude oil swaps – WTI (Bbls) | 2024 | 3,055 | $76.60 | - | | Crude oil swaps – WTI (Bbls) | 2025 | 4,069 | $72.61 | - | | Natural gas swaps (MMBtu) | 2024 | 32,200 | $3.87 | - | | Natural gas swaps (MMBtu) | 2025 | 55,205 | $3.98 | - | | Natural gas swaps (MMBtu) | 2026 | 41,745 | $3.98 | - | Pro Forma Reserve Data (with SilverBow) Pro forma combined proved reserves for Crescent and SilverBow total 1,027,763 MBoe with a PV-10 of $7,775 million as of December 31, 2023, using NYMEX forward pricing - The company presents reserve data using NYMEX forward pricing to provide investors with an alternative view based on the market's forward-looking expectations, which differs from the historical 12-month SEC pricing average[29][15] Pro Forma Net Proved Reserves (NYMEX Pricing) as of Dec 31, 2023 | Metric | Crescent | SilverBow | Total Combined | | :--- | :--- | :--- | :--- | | Total Proved Reserves (MBoe) | 577,159 | 450,604 | 1,027,763 | | PV-10 (millions) | $4,924 | $2,851 | $7,775 | | Total Proved Developed Reserves (MBoe) | 466,267 | 207,413 | 673,680 | | PV-10 Proved Developed (millions) | $4,067 | $1,948 | $6,015 | Regulation FD Disclosure (Item 7.01) This section clarifies that the furnished information, including Exhibit 99.1, is not deemed 'filed' under Section 18 of the Exchange Act Disclosure Status Information in this report, including Exhibit 99.1, is furnished, not filed, under Section 18 of the Exchange Act, thus not subject to its liabilities - The information contained in Item 7.01, including Exhibit 99.1, is not considered "filed" for purposes of Section 18 of the Exchange Act and is not subject to its liabilities[11] - Information from Items 2.02 and 8.01 of this Current Report is incorporated by reference into this Item 7.01[24] Financial Statements and Exhibits (Item 9.01) This section provides a comprehensive list of exhibits filed with the Form 8-K, including the press release for the notes offering List of Exhibits This section details the exhibits filed with the Form 8-K, primarily a press release announcing the Senior Notes offering Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release, dated June 13, 2024, announcing the Notes Offering. | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | Important Information Regarding the SilverBow Transaction This section provides crucial legal notices and investor guidance concerning the proposed merger transaction with SilverBow Resources, Inc Investor Guidance and Disclosures This section provides legal notices for the SilverBow merger, clarifying it is not a securities offer and directing investors to the Form S-4 registration statement - This communication relates to the proposed transaction between Crescent and SilverBow and is not a solicitation or offer of securities[16] - Crescent filed a registration statement on Form S-4 with the SEC on June 13, 2024, which includes a joint proxy statement and a prospectus for the transaction[17] - Investors and security holders are strongly urged to read the registration statement and joint proxy statement/prospectus as they contain important information about the transaction[34] - Directors and executive officers of both Crescent and SilverBow may be deemed participants in the solicitation of proxies regarding the transaction[19][39]