HOUSTON--(BUSINESS WIRE)--Dec 4, 2024-- Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers of $400 million aggregate principal amount of 7.625% Senior Notes due 2032 (the “Additional Notes” and, together with the Existing Notes (as defined below), the “Notes”). The size of this offering was increased from the previously announced $300 million to $400 million. The Notes mature on April 1, 2032 and pay interest at the rate of 7.625% per year, payable on April 1 and October 1 of each year, with interest payments on the Additional Notes commencing on April 1, 2025. The Additional Notes were priced at 100.250% of par, plus accrued and unpaid interest from October 1, 2024. The Issuer intends to use the net proceeds from this offering, together with the net proceeds of the previously announced underwritten public offering of our Class A Common Stock (the “Equity Offering”), to fund the cash portion of the consideration for the previously announced acquisition of Ridgemar (Eagle Ford) LLC (the “Ridgemar Acquisition”). Pending the use of proceeds described in the previous sentence, the proceeds from each of this offering and the Equity Offering will be used to temporarily reduce the borrowings outstanding under our revolving credit facility and any remaining for general corporate purposes. If the Ridgemar Acquisition is not completed, the proceeds of this offering will be used to reduce the borrowings outstanding under our revolving credit facility or for general corporate purposes. This offering is not contingent on the completion of the Ridgemar Acquisition or the Equity Offering, and neither the Ridgemar Acquisition nor the Equity Offering is conditioned on the completion of this offering. This offering is expected to close on December 11, 2024, subject to customary closing conditions. The Additional Notes are being offered as additional notes under the indenture dated as of March 26, 2024, as supplemented (the “Indenture”), pursuant to which the Issuer has previously issued $700 million aggregate principal amount of 7.625% Senior Notes due 2032 (the “Existing Notes”). The Additional Notes will have substantially identical terms, other than the issue date, the first interest payment date and the initial offering price, as the Existing Notes, and the Additional Notes and the Existing Notes will be treated as a single series of securities under the Indenture and will vote together as a single class. The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Additional Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Crescent Energy Company Crescent Energy Company is a U.S. energy company with a portfolio of assets concentrated in Texas and the Rockies. 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. These statements are based on current expectations. 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 our expectations about future events. This communication includes statements regarding this private placement and the Equity Offering and the use of proceeds therefrom, respectively, and the Ridgemar Acquisition and the transactions related thereto that may contain forward-looking statements within the meaning of federal securities laws. We believe that our expectations are based on reasonable assumptions; however, no assurance can be given that such expectations will prove to be correct. A number of factors could cause actual results to differ materially from the expectations, anticipated results or other forward-looking information expressed in this communication, including weather, political, economic and market conditions, including a decline in the price and market demand for natural gas, natural gas liquids and crude oil, uncertainties inherent in estimating natural gas and oil reserves and in projecting future rates of production, our hedging strategy and results, federal and state regulations and laws, recent elections and associated political volatility, the severity and duration of public health crises, actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil-producing countries, the impact of the armed conflict in Ukraine, continued hostilities in the Middle East, including the Israel-Hamas conflict and heightened tensions in Iran, Lebanon and Yemen, the impact of disruptions in the capital markets, the timing and success of business development efforts, including acquisition and disposition opportunities, our ability to integrate operations or realize any anticipated operational or corporate synergies and other benefits from the Ridgemar Acquisition and the acquisition of SilverBow Resources, Inc., our reliance on our external manager, sustained cost inflation, elevated interest rates and central bank policy changes associated therewith and other uncertainties. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that we expect, believe or anticipate 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 our control. Consequently, actual future results could differ materially from our expectations due to a number of factors, including, but not limited to, those items identified as such in the most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K and the risk factors described thereunder, filed by Crescent Energy Company with the U.S. Securities and Exchange Commission. Many of such risks, uncertainties and assumptions are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We do not give any assurance (1) that we will achieve our expectations or (2) concerning any result or the timing thereof. All subsequent written and oral forward-looking statements concerning this offering and the Equity Offering and the use of proceeds therefrom, respectively, and the Ridgemar Acquisition and the transaction related thereto, Crescent Energy Company and the Issuer or other matters and attributable thereto or to any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. We assume no duty to update or revise these forward-looking statements based on new information, future events or otherwise. View source version on businesswire.com : https://www.businesswire.com/news/home/20241204640013/en/ IR@crescentenergyco.com KEYWORD: UNITED STATES NORTH AMERICA TEXAS INDUSTRY KEYWORD: OIL/GAS ENERGY SOURCE: Crescent Energy Copyright Business Wire 2024. PUB: 12/04/2024 05:15 PM/DISC: 12/04/2024 05:17 PM http://www.businesswire.com/news/home/20241204640013/en
Thanksgiving Weekend Sports Guide: Your roadmap to NFL matchups, other games, times, oddsAdcetera's creative partnership with Roborock sends the S8 MaxV Ultra into space HOUSTON , Dec. 23, 2024 /PRNewswire/ -- Adcetera, a Houston -based digital marketing agency, announces the launch of a historic video campaign in partnership with Roborock , one of the world's leading robot vacuum brands. The campaign, centered around the theme "Beyond Limits," culminated in the Roborock S8 MaxV Ultra being launched 120,000 feet above the Earth, making it the first robot vacuum in space. When Roborock began searching for an agency to develop a video campaign around their hashtag, #BeyondLimits, Adcetera's creatives stepped in to develop a narrative that could bring those two words to life. The resulting social media campaign features three scientists frustrated by outdated cleaning tools. Their solution? Invent the Roborock S8 MaxV Ultra. After putting the vacuum through a series of "Beyond Limits" tests, the scientists take it one step further and launch it into space. The collaboration included partnering with Sent into Space, a UK-based company specializing in sending objects into the upper stratosphere. On September 17, 2024 , the Roborock S8 MaxV Ultra successfully launched from Sheffield, UK , reaching 120,000 feet above Earth and enduring extreme temperatures, thus proving the product's endurance and innovation. The project involved building a unique laboratory set, sourcing talent and hundreds of props, a post-production that included multiple special effects, and coordinating an international space launch — all executed with precision to ensure the project stayed on schedule, within budget, and within scope. Stella Lin , Marketing Specialist at Roborock, praised the collaboration: "It was a pleasure collaborating with Adcetera on these projects. I believe they not only demonstrate Roborock's exceptional product quality and groundbreaking achievements, but also serve as a strong testament to Adcetera's professional expertise." To date, the video series has collectively garnered tens of millions of views across Facebook, Instagram, and YouTube. "We're proud of how our team turned a larger-than-life idea — an idea that felt almost impossible — into reality," said Adcetera's Chief Creative Officer Rowan Gearon . "We're pushing creative boundaries just like Roborock pushes the limits of technology." About Adcetera Adcetera is a full-service, integrated digital marketing agency with an obsession to deliver innovative solutions that drive growth for brands. Headquartered in Houston, TX , with offices in Chicago, IL and The Woodlands, TX , they are a distinctively diverse team of innovators, creators, and leaders from around the world, deeply proud of the award-winning work and the ongoing value provided to brands, businesses, and communities for over 40+ years. Adcetera is a privately held, WBENC-certified, HUB-certified, woman-owned business. For more information visit adcetera.com . Follow on LinkedIn . Adcetera – Strategic. Creative. People. About Roborock Roborock is a leading smart cleaning brand renowned for its intelligent cleaning solutions. With a steadfast dedication to becoming a global leading smart appliance player, Roborock enriches lives with its innovative line of robotic, cordless, wet/dry vacuum cleaners, and washer-dryers. Rooted in a user-centric approach, our R&D-driven solutions cater to diverse cleaning needs in over 15 million homes across 170+ countries. Headquartered in Beijing and with strategic subsidiaries in key markets, including the United States , Japan , the Netherlands , Poland , Germany , and South Korea , Roborock is dedicated to elevating its market presence worldwide. For more information, visit https://global.roborock.com/. View original content to download multimedia: https://www.prnewswire.com/news-releases/roborock-makes-history-with-out-of-this-world-video-campaign-302338415.html SOURCE ADCETERA
PITTSBURGH (AP) — Pittsburgh Steelers wide receiver George Pickens was a full participant in practice on Monday, opening the door for him to return from a three-game absence on Wednesday when Pittsburgh hosts the Kansas City Chiefs. Pickens hasn't played since tweaking his hamstring earlier this month. The Steelers (10-5) have struggled to generate much in their passing game with their leading receiver watching from the sideline in sweatpants. Though Monday's practice was a walkthrough, Pickens said he felt good and hopes he'll be able to face the two-time defending Super Bowl champions. The 23-year-old was going through post-practice drills on Dec. 6 when he felt his hamstring tighten up, forcing him to miss the first games of his three-year career. Pittsburgh has gone 1-2 in his absence, including back-to-back losses to Philadelphia and Baltimore in which Russell Wilson passed for just 345 yards while missing one of the NFL's top downfield threats. Wilson is encouraged by the way the sometimes mercurial Pickens — who has been flagged and fined multiple times this season for infractions ranging from facemasks to unsportsmanlike conduct — has remained engaged. “He’s been great in the midst of his little trial here over the past few weeks,” Wilson said. “And so we’re excited to have him back if that’s the case fully and let him do his thing.” Safety DeShon Elliott (hamstring) and defensive tackle Larry Ogunjobi (groin) were also listed as full participants on Tuesday. Neither veteran has played since getting hurt against Cleveland on Dec. 8. While Pickens, Elliott and Ogunjobi could be available as Pittsburgh tries to hold off Baltimore for the AFC North lead, cornerback Joey Porter (knee) and WR Ben Skowronek (hip) are likely out after missing practice for a second straight day. AP NFL: https://apnews.com/hub/nfl