Crescent Energy plans $400 million convertible notes offering due 2031

Crescent Energy Company (NYSE: CRGY) announced plans to offer $400 million in convertible senior notes due 2031 through a private placement to qualified institutional buyers. The company also expects to grant initial purchasers an option to buy up to an additional $60 million in notes within 13 days of initial issuance.

The notes will be senior, unsecured obligations maturing March 15, 2031, with semi-annual interest payments. Noteholders will have conversion rights under certain circumstances, with Crescent having the option to settle conversions using cash, common stock, or a combination of both.

Crescent intends to use part of the proceeds to fund capped call transactions and the remainder, along with credit facility borrowings, to redeem all outstanding 9.250% Senior Notes due 2028 issued by subsidiary Crescent Energy Finance LLC.

The company may redeem the notes at its option starting March 22, 2029, if its common stock price exceeds 130% of the conversion price for a specified period and other conditions are met. The redemption price equals the principal amount plus accrued interest.

Crescent plans to enter capped call transactions with initial purchasers or affiliates to reduce potential dilution from note conversions. These counterparties may purchase common stock or enter derivative transactions around the pricing, which could affect the stock price.

The notes and any shares issuable upon conversion will not be registered under the Securities Act of 1933. The offering targets qualified institutional buyers under Rule 144A exemptions.

Houston-based Crescent Energy operates primarily in the Eagle Ford, Permian and Uinta Basins with mineral and royalty interests across U.S. oil and natural gas regions.

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