Crescent Energy Company (“Crescent”) announced today that, as permitted under the Jumpstart Our Business Startups Act, it has caused its indirect subsidiary, Crescent Royalty Company (“Crescent Royalties”), to confidentially submit a draft registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) for a proposed initial public offering of Crescent Royalties’ Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to be created and issued in connection therewith. The assets being considered for initial contribution to Crescent Royalties in connection with the proposed initial public offering are mineral and royalty interests in the Eagle Ford, with additional exposure to other premier oil and natural gas basins in the United States, including the Permian, Appalachian and Denver-Julesburg Basins.
The principal purpose of the proposed initial public offering is to create a public market for the Class A Common Stock and facilitate Crescent Royalties’ future access to the capital markets. The number of shares of Class A Common Stock to be offered and the price range for the offering have not yet been determined. Any potential offering remains subject to completion of the SEC review process, further authorization by Crescent’s board of directors, market conditions and other considerations. There is no assurance that the initial public offering will be consummated.
These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offer, solicitations of offers to buy, or any sales of securities will only be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom. This announcement is being issued pursuant to and in accordance with Rule 135 under the Securities Act.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, concerning Crescent’s intention to conduct an initial public offering of Crescent Royalties. These statements contain words such as “will” and “expect” or other similar statements and can be impacted by numerous factors including the risk that the offering may not occur, the securities market generally, the market for Crescent’s mineral and royalty assets, changes in laws including with respect to tax and regulatory matters and other risks. For more information concerning business risks that could affect Crescent’s mineral and royalty interests more broadly see Crescent’s most recent annual report on Form 10-K and periodic reports on Form 10-Q, filed with the SEC. Crescent undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof.
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