Item 1.01. Entry into a Material Definitive Agreement.
The information contained in Item 2.03 of this Current Report is incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
Indenture and Senior Notes
The Notes are senior unsecured obligations of the Issuer. The Notes are fully
and unconditionally guaranteed on a senior unsecured basis by the existing
subsidiaries of the Issuer that guarantee its indebtedness under its revolving
credit facility. The Notes are not guaranteed by the Company, which is the
managing member of
Maturity and Interest
The Notes will mature on
Optional Redemption
At any time prior to
At any time prior to
On or after
Year PercentageMay 1, 2023 toApril 30, 2024 103.625 %May 1, 2024 toApril 30, 2025 101.813 %May 1, 2025 and thereafter 100.000 % 2
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Change of Control
If the Issuer experiences certain kinds of changes of control accompanied by a ratings decline, each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Certain Covenants
The Indenture contains covenants that, among other things, limit the ability of the Issuer's restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of its equity or redeem, repurchase or retire its equity or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from any non-Guarantor restricted subsidiary to it; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.
Events of Default
If an Event of Default (as defined in the Indenture) occurs and is continuing under the Indenture, the Trustee or holders of at least 30% in principal amount of the then total outstanding Notes by written notice to the Issuer and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided that the Notes will not be due and payable immediately if such an Event of Default results from (i) certain events of bankruptcy or insolvency with respect to the Issuer, any restricted subsidiary of the Issuer that is a significant subsidiary or any group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary, or (ii) the guarantee of any restricted subsidiary of the Issuer that is a significant subsidiary or any group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary, for any reasons ceases to be in full force and effect, except as contemplated by the Indenture, or is declared null and void or a financial officer of such significant subsidiary or group of restricted subsidiaries of the Issuer that, taken together, would constitute a significant subsidiary, denies in writing that it has any further liability under its guarantee.
The foregoing description of the Indenture is not complete and is qualified in its entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, copies of which are filed as Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
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 8.01 Other Events. Purchase Agreement
On
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expects the net proceeds from the Notes Offering to be approximately
The New Notes were issued and sold to the Initial Purchasers pursuant to an
exemption from the registration requirements of the Securities Act, pursuant to
Section 4(a)(2) thereunder. The Initial Purchasers intend to resell the New
Notes only to persons reasonably believed to be qualified institutional buyers
in accordance with Rule 144A under the Securities Act and to certain persons
outside
The Purchase Agreement contains customary representations, warranties and agreements by the Issuer and the Guarantors and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Issuer and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. Furthermore, the Issuer and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities issued or guaranteed by the Issuer or the Guarantors having more than one year until maturity for a period of 60 days after the date of the Purchase Agreement without the prior written consent of the Representative.
Certain of the Initial Purchasers and their respective affiliates have, from
time to time, performed, and may in the future perform, various financial
advisory, commercial banking and investment banking services for the Issuer, for
which they received or will receive customary fees and expenses. In particular,
an affiliate of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 4.1 Indenture, dated as ofMay 6, 2021 , among Crescent Energy Finance LLC (f/k/aIndependence Energy Finance LLC ), the guarantors named therein, andU.S. Bank Trust Company, National Association , as successor toU.S. Bank National Association , as trustee. 4.2 First Supplemental Indenture, dated as ofJanuary 14, 2022 , amongCrescent Energy Finance LLC , the guarantors named therein, andU.S. Bank Trust Company, National Association , as successor toU.S. Bank National Association , as trustee. 4.3 Second Supplemental Indenture, dated as ofFebruary 10, 2022 , amongCrescent Energy Finance LLC , the guarantors named therein, andU.S. Bank Trust Company, National Association , as trustee. 99.1 Press Release, datedFebruary 7, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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