Crescent Energy to acquire Ridgemar for $805M cash plus shares and earn-out; launches 18M share offering

Crescent Energy Co

Cash consideration $805M (adjustable) + up to 7.27M CRGY shares + up to $170M earn-out based on WTI in 2026-27.
Transaction expected to close Q1 2025, subject to HSR and other customary conditions.
Launches underwritten public offering of 18M shares (plus 2.7M over-allotment option).
Pro forma combined proved reserves 1,058.9 MMBoe as of Dec 31, 2023; SEC PV-10 of $9.4B.
Management agreement amendment caps incremental management fee on stock/offering at $5M.

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