CRESCENT ENERGY COMPANY Item 1.01. Entry into a Material Definitive Agreement.
On
Seller previously entered into a Membership Interest Purchase Agreement, dated
as of
Upon closing of the Purchase Agreement, Seller will receive aggregate
consideration of approximately
Upon execution of the Purchase Agreement, the Company deposited with an escrow agent a cash deposit (the "Deposit") equal to five percent (5%) of the Unadjusted Purchase Price (as defined in the Purchase Agreement) and agreed to deposit the difference between ten percent (10%) of the Unadjusted Purchase Price and the Deposit at Closing, to assure the Purchaser's performance of its obligations thereunder and therein and to assure Seller's performance of its closing and post-closing obligations, pursuant to an escrow agreement among the Purchaser, the Seller and the escrow agent.
The Purchase Agreement has been included with this Current Report on Form 8-K to provide investors and security holders with information regarding the terms of the transactions contemplated therein. It is not intended to provide any other factual information about the Company, the Purchaser, the Seller or the Purchased Interests. The representations, warranties, covenants and agreements contained in the Purchase Agreement, which are made only for purposes of the Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Company security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Purchaser, Seller or the Purchased Interests. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
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The Transaction is subject to customary closing conditions, including: (a) the
accuracy of the representations and warranties of each party at the time of
Closing, (b) compliance in all material respects by each party with its
covenants, (c) the absence of any law or order prohibiting the Closing,
(d) approval by the
The Purchase Agreement contains certain customary termination rights for the
Company and Seller, including among other things, that either party may
terminate the Purchase Agreement if (i) the parties mutually agree in writing,
(ii) the closing has not occurred on or before
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 this Current Report on Form 8-K and is 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 9.01. Financial Statements and Exhibits.
(d) Exhibits 10.1* Membership Interest Purchase Agreement, dated as ofFebruary 15, 2022 , by and betweenVerdun Oil Company II LLC andJavelin VentureCo, LLC , andCrescent Energy OpCo LLC , as guarantor. 99.1 Press release, datedFebruary 16, 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
Forward-Looking Statements and Cautionary Statements
This Current Report on Form 8-K 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. These statements are based on current expectations, including with respect to the Transaction. The words and phrases "should", "could", "may", "will", "believe", "think", "plan", "intend", "expect", "potential", "possible", "anticipate", "estimate", "forecast", "view", "efforts", "target", "goal" and similar expressions identify forward-looking statements and express the Company's expectations about future events. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that the Company expects, believes
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or anticipates will or may occur in the future are forward-looking statements.
Such statements are subject to a number of assumptions, risks and uncertainties,
many of which are beyond the Company's control. Such risks and uncertainties
include, but are not limited to, the ability of the parties to consummate the
Transaction in a timely manner or at all; satisfaction of the conditions
precedent to consummation of the Transaction, including the ability to secure
required consents and regulatory approvals in a timely manner or at all; the
possibility of litigation (including related to the Transaction itself),
weather, political, economic and market conditions, including a decline in the
price and market demand for natural gas, natural gas liquids and crude oil, the
impact of pandemics such as COVID-19, actions by the
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