Subsequent Events |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Devon EF Assets Acquisition On October 8, 2026, we entered into a purchase and sale agreement, pursuant to which we intend to acquire certain interests in oil and gas properties, rights and related assets in the Eagle Ford Basin (the “Devon EF Assets”) from Devon Energy Production Company, L.P., a subsidiary of Devon Energy Corporation, for approximately $4.2 billion in cash (the “Devon EF Assets Acquisition”), subject to customary purchase price adjustments, including reductions for proceeds received from sales of hydrocarbons from the Devon EF Assets after the economic effective date of July 1, 2026. The Devon EF Assets Acquisition is expected to close in the fourth quarter of 2026 or early 2027, and the closing is subject to customary conditions, including, among other things, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. We expect to fund the Devon EF Assets Acquisition with proceeds from the October 2026 Primary Offering (as defined below) and the Term Loan B (as defined below), with the remaining portion funded with proceeds from debt financings, cash on hand, availability under our Revolving Credit Facility or other capital markets offerings as appropriate. Crescent Royalty Company In November 2026, the Company announced that Crescent Royalty Company, a wholly owned subsidiary of the Company (“Crescent Royalty”), confidentially submitted a draft Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission for a proposed initial public offering (“IPO”) of Crescent Royalty’s common stock, to be created and issued in connection with the IPO. The IPO is subject to market and other conditions, the completion of the review process of the U.S. Securities and Exchange Commission and our Board of Directors’ approval. October 2026 Primary Offering In October 2026, we conducted an underwritten public offering of 92.0 million shares of Class A Common Stock at a price to the public of $12.50 per share (not including underwriter discounts and commissions) (the “October 2026 Primary Offering”). This included 12.0 million shares of Class A Common Stock that were issued upon the underwriters’ exercise of their 30-day option to purchase additional shares to cover over-allotments pursuant to the related underwriting agreement. Aggregator participated in the October 2026 Primary Offering by purchasing 40.0 million shares of Class A Common Stock from the underwriters at the public offering price and on the same terms as the other shares of Class A Common Stock. After deducting underwriting fees and expenses, we received net proceeds of approximately $1.1 billion (inclusive of the net proceeds from the underwriters’ exercise of their option) from the October 2026 Primary Offering, with which we intend to fund a portion of the cash consideration for the Devon EF Assets Acquisition. In connection with the October 2026 Primary Offering, the Company entered into an amendment to the Management Agreement, pursuant to which the incremental Manager Compensation related to the equity issuances pursuant to the October 2026 Primary Offering (including shares of our Class A Common Stock purchased by Aggregator and shares issued pursuant to the underwriters’ option to purchase additional shares), shall be reduced by $3.0 million. Accordingly, the incremental Manager Compensation related to the shares issued in the October 2026 Primary Offering is approximately $13.8 million. Additionally, as a result of the increase in outstanding shares of Class A Common Stock from the issuance, the target shares of Class A Common Stock related to the Incentive Compensation increased. We will account for this increase in target shares as a change in estimate and expect to recognize additional expense of approximately $104.1 million in the fourth quarter of 2026. Senior Secured Term Loan In October 2026, we completed the pricing and syndication of a $1.5 billion senior secured term loan facility (the “Term Loan B”). The Term Loan B will have a five-year term and an interest rate of SOFR plus 2.25%, and was priced at 99.5% of par. Funding is expected to occur concurrently with the closing of the Devon EF Assets Acquisition. In connection with our Term Loan B, we engaged KCM as a lead arranger and bookrunner. Sixteenth Amendment to Credit Agreement Also in connection with the Devon EF Assets Acquisition, in October 2026, we entered into the Sixteenth Amendment (the “CEF 16th CA Amendment”) to the CEF Credit Agreement to provide flexibility for acquisition financing. Among other things, the CEF 16th CA Amendment (i) permits the consummation of the Devon EF Assets Acquisition, (ii) subject to customary terms and conditions, permits the incurrence of an up to $2.0 billion 364-day unsecured bridge credit facility in order to fund, among other things, a portion of the cash consideration for the Devon EF Assets Acquisition, (iii) subject to certain customary terms and conditions, permits the incurrence of term loan indebtedness that is secured on a pari passu basis with the obligations under the CEF Credit Agreement in an aggregate principal amount not to exceed an amount equal to the lesser of (I) the borrowing base minus the aggregate elected commitments minus the aggregate outstanding principal amount of all permitted pari passu indebtedness at such time and (II) an amount equal to 50.0% of the sum of (x) the aggregate elected commitments plus (y) the aggregate outstanding principal amount of all permitted pari passu indebtedness (after giving effect to the incurrence of any permitted pari passu indebtedness), and (iv) provides that the incurrence of up to $1.0 billion of certain additional indebtedness during the period beginning on May 18, 2026 and ending on the scheduled redetermination date for the April 1, 2027 scheduled redetermination will be excluded from the requirement for the borrowing base to be reduced by 0.25x of the principal amount of such new debt incurrences, so long as such debt is incurred during such period and does not exceed the $1.0 billion aggregate threshold. The CEF 16th CA Amendment maintains the aggregate elected commitments at $2.0 billion. Dividend On November 2, 2026, the Board of Directors approved a quarterly cash dividend of $0.12 per share, or $0.48 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the third quarter of 2026. The quarterly dividend is payable on November 30, 2026 to shareholders of record as of the close of business on November 16, 2026. The payment of quarterly cash dividends is subject to management’s evaluation of our financial condition, results of operations and cash flows in connection with such payments and approval by our Board of Directors. Management and the Board of Directors will evaluate any future changes in cash dividends on a quarterly basis.
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