Item 1.01. Entry into a Material Definitive Agreement.

Amendments to the Existing Credit Agreement

On the Closing Date, in connection with the Transaction, the Company entered into (i) that certain Second Amendment to Credit Agreement (the "Credit Agreement Second Amendment") and (ii) that certain Third Amendment to Credit Agreement (the "Credit Agreement Third Amendment" and, together with the Credit Agreement Second Amendment, the "Credit Agreement Amendments"), which, in each case, amended the Company's existing Credit Agreement, dated as of May 6, 2021 (the "Existing Credit Agreement" and, the Existing Credit Agreement as amended by the Credit Agreement Amendments, the "Amended Credit Agreement"), by and among the Company, certain subsidiaries of the Company as guarantors, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto from time to time. The Credit Agreement Amendments increase aggregate elected commitment amounts under the Amended Credit Agreement from $700 million to $1.3 billion and increase the aggregate maximum credit amount from $1.5 billion to $3.0 billion. The borrowing base under the Amended Credit Agreement was also increased to $1.8 billion. Under the Amended Credit Agreement, availability under the facility will equal $1.3 billion, that is, the least of the aggregate elected commitments of the lenders, the aggregate maximum credit amount of the lenders and the borrowing base.

The Credit Agreement Amendments amend the Existing Credit Agreement to provide for, among other things, (i) the addition of the subsidiaries the Company acquired in the Transaction as guarantors under the Amended Credit Agreement, (ii) the addition of customary LIBOR replacement language, including, replacement of the LIBOR-based pricing grid in the Existing Credit Agreement with pricing based on the secured overnight financing rate ("SOFR") and revising the applicable margin so that loans under the Amended Credit Agreement will be priced based on SOFR plus 2.85% to 3.85% or an adjusted base rate plus 2.75% to 3.75%, in each case, based on utilization of the credit facility and (iii) provisions permitting the Company to incur up to $500 million of junior debt without triggering a reduction of the borrowing base under the Amended Credit Agreement and requiring up to $300 million of such debt to be used to prepay loans outstanding under the Amended Credit Agreement until the borrowing base is redetermined on or around October 1, 2022 in accordance with the Amended Credit Agreement.

The foregoing description of the Credit Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to the text of the Credit Agreement Amendments, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The description of the Transaction set forth under "Introductory Note" above is incorporated herein by reference.

In accordance with the Purchase Agreement, the Seller received an aggregate consideration of approximately $815,000,000 in cash and the assumption of certain hedges, subject to certain customary purchase price adjustments set forth in the Purchase Agreement. Upon execution of the Purchase Agreement, and pursuant to an escrow agreement among the

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Purchaser, the Seller and an escrow agent. the Purchaser deposited with the escrow agent a cash deposit (the "Deposit") equal to five percent (5%) of the Unadjusted Purchase Price (as defined in the Purchase Agreement) to assure the Purchaser's performance of its obligations to consummate the transaction. On the Closing Date, Purchaser additionally deposited with the escrow agent the difference between ten percent (10%) of the Unadjusted Purchase Price and the Deposit, which escrow funds, combined with the Deposit previously funded, will be used to assure Seller's performance of certain of its post-closing obligations The purchase price was funded by borrowings under the Amended Credit Agreement.

On the Closing Date, the Company completed the Transaction pursuant to the terms of the Purchase Agreement. Under the Federal Trade Commission ("FTC") consent order issued in connection with the Transaction, the Company will be required to obtain prior approval from the FTC (i) to sell the Divestiture Assets (as defined in the consent order) for a period of three years from the Closing Date and (ii) thereafter, to sell the Divestiture Assets to a Relevant Area Producer (as defined in the consent order) for a period of seven years.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 16, 2022 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 Entry Into a Material Agreement - Amendments to the Credit Agreement is incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On March 30, 2022, the Company issued a press release announcing the completion of the previously announced Transaction. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01 (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of Business Acquired.

To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

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(d) Exhibits





10.1*      Second Amendment to Credit Agreement, dated March 30, 2022, by and
         among Crescent Energy Company, certain subsidiaries of Crescent Energy
         Company, as guarantors, Wells Fargo Bank, National Association, as
         administrative agent, and the other lenders party thereto.

10.2*      Third Amendment to Credit Agreement, dated March 30, 2022, by and among
         Crescent Energy Company, certain subsidiaries of Crescent Energy Company,
         as guarantors, Wells Fargo Bank, National Association, as administrative
         agent, and the other lenders party thereto.

99.1       Press release, dated March 30, 2022.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).

* Certain of the schedules and exhibits to the agreement have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or

exhibit will be furnished to the SEC upon request.

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