Short answer
Crescent Energy Co (CRGY) filed an 8-K current report with the SEC on March 9, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure). $690M convertible senior notes issued at 2.75% coupon, maturing March 2031, including full exercise of $90M overallotment.
Crescent Energy Co 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $690M convertible senior notes issued at 2.75% coupon, maturing March 2031, including full exercise of $90M overallotment
- Conversion price ~$14.89/share (32.5% premium to $11.24 close); Company can settle in cash, stock, or combo at its election
- Capped call transactions cost ~$57M, cap price $22.48/share (100% premium), limiting dilution up to that level
- Callable by Company from March 2029 onward only if stock trades >130% of conversion price (~$19.36) for 20 of 30 prior trading days
- Dilution risk capped at $22.48/share; above that level, existing shareholders bear full conversion dilution
Item 7.01 · Regulation FD Disclosure
- Notes Offering closed March 6, 2026 via Rule 144A private placement to qualified institutional buyers only: not registered under Securities Act
- Goldman Sachs and KKR Capital Markets acted as representatives; KKR Capital is a Crescent affiliate, flagging related-party conflict in deal structuring
- Proceeds earmarked to repay revolving credit facility, royalties credit facility, and potentially retire 9.250% Senior Notes due 2028
- 45-day lock-up on new debt securities (maturity >1 year) restricts near-term capital market flexibility post-offering
- KKR affiliate role as both representative and potential proceeds recipient warrants investor scrutiny on deal economics and governance
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Crescent Energy Co 8-K filings
Get the next CRGY 8-K as it lands
Follow CRGY for push alerts, or ask the research agent what this filing means.