As filed with the Securities and Exchange Commission on November 5, 2024
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRESCENT ENERGY COMPANY
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | 87-1133610 |
(State or Other Jurisdiction
of Incorporation or Organization) | (I.R.S. Employer
Identification No.) |
| |
600 Travis Street, Suite 7200 Houston, Texas | 77002 |
| (Address of Principal Executive Offices) | (Zip Code) |
CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN
(Full title of the plan)
Bo Shi
General Counsel
600 Travis Street, Suite 7200
Houston, Texas 77002
(Name and address of agent for service)
(713) 332-7001
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Large accelerated filer | ☐ | | Accelerated filer | ☒ |
Non-accelerated filer | ☐ | | Smaller Reporting Company | ☐ |
Emerging Growth Company | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering the offer and sale of an additional 2,848,006 shares of Class A common stock, par value $0.0001 per share (the “Stock”), of Crescent Energy Company (the “Registrant”) that may be issued under the Crescent Energy Company 2021 Equity Incentive Plan (as amended from time to time, the “Plan”) as a result of the assumption of the authorized but unused shares that remained available under the SilverBow Resources, Inc. 2016 Equity Incentive Plan (the “SilverBow Plan”) following the completion of the Registrant’s transaction with SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), whereby SilverBow became a wholly-owned subsidiary of the Registrant (the “Transaction”). The Registrant adopted the Second Amendment to the Plan (the “Second Amendment”), effective on October 29, 2024, to increase the number of shares of Stock available for issuance under the Plan by the authorized but unused shares under the SilverBow Plan, as adjusted for the Transaction. The Stock consists of shares that are reserved and available for delivery with respect to awards under the Plan and additional shares that have or may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.
Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on December 10, 2021 (File No. 333-261604), which registered the offer and sale of 947,483 shares of Stock under the Plan (in addition to registering shares of Stock available under a different equity compensation plan), and November 13, 2023 (File No. 333-275472), which registered the offer and sale of 2,724,921 shares of Stock under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Registrant will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| | | | | | | | |
Exhibit Number | | Exhibit Description |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
| 4.4 | | |
| 5.1* | | |
| 23.1* | | |
| 23.2* | | |
| 23.3* | | |
| | | | | | | | |
| 23.4* | | |
| 23.5* | | |
| 23.6* | | |
| 24.1* | | |
| 107.1* | | |
____________
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on November 5, 2024.
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| CRESCENT ENERGY COMPANY |
| |
| By: | /s/ Bo Shi |
| Name: | Bo Shi |
| Title: | General Counsel |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd Falk and Bo Shi, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on November 5, 2024.
| | | | | | | | |
Signatures | | Title |
| | |
| /s/ David C. Rockecharlie | | Chief Executive Officer and Director |
David C. Rockecharlie | | (Principal Executive Officer) |
| | |
| /s/ Brandi Kendall | | Chief Financial Officer and Director |
Brandi Kendall | | (Principal Financial Officer) |
| | |
| /s/ Todd Falk | | Chief Accounting Officer |
Todd Falk | | (Principal Accounting Officer) |
| | |
| /s/ John C. Goff | | |
John C. Goff | | Chairman of the Board and Director |
| | |
| /s/ Claire S. Farley | | |
Claire S. Farley | | Director |
| | |
| /s/ Robert G. Gwin | | |
Robert G. Gwin | | Director |
| | |
| /s/ Ellis L. “Lon” McCain | | |
Ellis L. “Lon” McCain | | Director |
| | |
| /s/ Karen Simon | | |
Karen Simon | | Director |
| | |
| /s/ Erin Bobinsky | | |
Erin Bobinsky | | Director |
| | |
| /s/ Bevin Brown | | |
Bevin Brown | | Director |
| | |
| /s/ Michael Duginski | |
|
Michael Duginski | | Director |
| | |
| /s/ Marcus C. Rowland | |
|
Marcus C. Rowland | | Director |
Calculation of Filing Fee Tables
Form S-8
Registration Statement Under
The Securities Act Of 1933
(Form Type)
CRESCENT ENERGY COMPANY
(Exact Name of Registrant as Specified in its Charter)
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| Table 1 – Newly Registered Securities |
| Security Type | Security Class Title | Fee Calculation Rule (3) | Amount Registered (1)(2) | Proposed Maximum Offering Price Per Unit (3) | Maximum Aggregate Offering Price (3) | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h) | 2,848,006 | $12.17 | $34,660,233 | $153.10 per $1,000,000 | $5,306.49 |
Total Offering Amounts |
| $34,660,233 |
| $5,306.49 |
Total Fee Offsets |
|
|
| — |
Net Fee Due |
|
|
| $5,306.49 |
________________
(1) The Form S-8 registration statement to which this Exhibit 107.1 is attached (the “Registration Statement”) registers 2,848,006 shares of common stock, par value $0.0001 per share (the “Stock”), of Crescent Energy Company, a Delaware corporation (the “Company” or “Registrant”), that may be delivered with respect to awards under the Crescent Energy Company 2021 Equity Incentive Plan (as amended from time to time, the “Plan”) on account of the assumption of the authorized but unused shares that remained available under the SilverBow Resources, Inc. 2016 Equity Incentive Plan following the completion of the Company’s transaction with SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), whereby SilverBow became a wholly-owned subsidiary of the Company, which Stock consists of shares reserved and available for delivery with respect to awards under the Plan and additional shares that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall be deemed to cover an indeterminate number of additional shares of Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the Plan.
(3) The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock covered by this Registration Statement have been estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of a share of Stock as reported on the New York Stock Exchange on October 29, 2024 (a date within five business days prior to the date of filing the Registration Statement), which was equal to $12.17.
November 5, 2024
Crescent Energy Company
600 Travis Street, Suite 7200
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Crescent Energy Company, a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of up to an aggregate of 2,848,006 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”), to be filed with the Securities and Exchange Commission on November 5, 2024, which Shares may be issued from time to time in accordance with the terms of the Crescent Energy Company 2021 Equity Incentive Plan (as amended from time to time, the “Plan”), as a result of the assumption of the authorized but unused shares that remained available under the SilverBow Resources, Inc. 2016 Equity Incentive Plan following the completion of the Registrant’s transaction with SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), whereby SilverBow became a wholly-owned subsidiary of the Registrant.
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan and the First and Second Amendments to the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.
Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom.
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Vinson & Elkins LLP Attorneys at Law Austin Dallas Denver Dubai Dublin Houston London Los Angeles New York Richmond San Francisco Tokyo Washington | 845 Texas Avenue, Suite 4700
Houston, Texas 77002 Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com |
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| Crescent Energy Company November 5, 2024 Page 2 |
The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.
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| Very truly yours, |
|
|
| /s/ Vinson & Elkins L.L.P. |
| Vinson & Elkins L.L.P. |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 4, 2024 relating to the financial statements of Crescent Energy Company and the effectiveness of Crescent Energy Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Crescent Energy Company for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
Houston, Texas
November 5, 2024
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 29, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, of SilverBow Resources, Inc., which appears in Crescent Energy Company’s Current Report on Form 8-K/A, which was filed with the U.S. Securities Commission on August 13, 2024.
/s/ BDO USA, P.C.
Houston, Texas
November 5, 2024
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| KPMG LLP
811 Main Street
Houston, TX 77002 |
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated August 30, 2023, with respect to the Statement of Revenues and Direct Operating Expenses of the Oil and Natural Gas Assets of SN EF Maverick, LLC (“SN Maverick”) and Mesquite Comanche Holdings, LLC (“MCOM”), incorporated herein by reference.
/s/ KPMG LLP
Houston, Texas
November 5, 2024
Exhibit 23.4
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TBPELS REGISTERED ENGINEERING FIRM F-1580 1100 LOUISIANA SUITE 4600 | HOUSTON, TEXAS 77002-5294 | TELEPHONE (713) 651-9191 |
Consent of Independent Petroleum Engineers
To the Board of Directors
Crescent Energy Company:
We have issued our report dated January 30, 2024 on estimates of oil, natural gas and NGL reserves estimates and forecasts of economics as of December 31, 2023. As independent oil and gas consultants, we hereby consent to the inclusion of our report and the information contained therein included in or made part of this Registration Statement on Form S-8 of Crescent Energy Company, as may be amended from time to time, as originally filed with the U.S. Securities and Exchange Commission on November 5, 2024.
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| /s/ Ryder Scott Company, L.P. |
| RYDER SCOTT COMPANY, L.P. |
Houston, Texas
November 5, 2024
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SUITE 2800, 350 7TH AVENUE, S.W. 633 17TH STREET, SUITE 1700 | CALGARY, ALBERTA T2P 3N9 DENVER, COLORADO 80202 | TEL (403) 262-2799 TEL (303) 339-8110 |
H.J. GRUY AND ASSOCIATES, INC.
6575 West Loop South, Suite 670, Bellaire, Texas 77401 • Phone (713) 739-1000
CONSENT OF H.J. GRUY AND ASSOCIATES, INC.
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Crescent Energy Company to be filed on or about November 5, 2024, including any amendments thereto (collectively, the “Registration Statement”), our report dated February 1, 2024, prepared for SilverBow Resources, Inc., and the information contained therein, which appears in Crescent Energy Company, Inc. Current Report on Form 8-K/A dated August 13, 2024.
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| H.J. GRUY AND ASSOCIATES, INC. |
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| by: | /s/ Marilyn Wilson | |
| | Marilyn Wilson, P.E. |
| | Chief Executive Officer |
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| November 5, 2024 | | | |
| Houston, Texas | | | |
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