0000899243-21-047234.txt : 20211207 0000899243-21-047234.hdr.sgml : 20211207 20211207213628 ACCESSION NUMBER: 0000899243-21-047234 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211207 FILED AS OF DATE: 20211207 DATE AS OF CHANGE: 20211207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIBERTY MUTUAL HOLDING CO CENTRAL INDEX KEY: 0001142872 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211477477 BUSINESS ADDRESS: STREET 1: FOUR TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 100366522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PT Independence Energy Holdings LLC CENTRAL INDEX KEY: 0001897663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211477478 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-337-4607 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crescent Energy Co CENTRAL INDEX KEY: 0001866175 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 481-7782 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: IE PubCo Inc. DATE OF NAME CHANGE: 20210607 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-12-07 0 0001866175 Crescent Energy Co CRGY 0001897663 PT Independence Energy Holdings LLC C/O LIBERTY MUTUAL INSURANCE 175 BERKELEY STREET BOSTON MA 02116 1 0 1 0 0001142872 LIBERTY MUTUAL HOLDING CO 175 BERKELEY STREET BOSTON MA 02116 1 0 1 0 Class B Common Stock 39382414 D Crescent Energy OpCo LLC Units 0.00 Class A Common Stock 39382414 D Shares of Class B Common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally. On December 7, 2021, pursuant to a Transaction Agreement, dated June 7, 2021, by and among Issuer, Contango Oil & Gas Company ("Contango"), Independence Energy LLC, IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub"), whereby C Merger Sub merged with and into Contango, with Contango surviving the merger as a direct wholly owned subsidiary of Issuer (the "Contango Merger") and Contango merged with and into L Merger Sub, with L Merger Sub surviving the merger as a direct wholly owned subsidiary of the Issuer (the "LLC Merger", together with the Contango Merger, the "Mergers"). This report reflects the beneficial ownership of the reporting person(s) at the time of the consummation of the Mergers. Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of PT Independence Energy Holdings LLC (the "PT Reporting Person"), Liberty Energy Holdings LLC ("Holdings") has the sole right to vote or dispose of the shares of Class B Common Stock of the Issuer and units in Crescent Energy OpCo LLC (the "OpCo LLC Units") held by the PT Reporting Person. Therefore, Holdings is deemed to have beneficial ownership of the shares of Class B Common Stock and OpCo LLC Units. The sole member of Holdings is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes. The terms of the Amended and Restated Limited Liability Company Agreement of Crescent Energy OpCo LLC provide certain holders of OpCo LLC Units with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, subject to conversion rate adjustments for any equity split, equity distribution, reclassification or other similar transaction, or (b) an equivalent amount of cash based on the trading price of a share of Class A Common Stock of the Issuer on the trading day that is immediately prior to the date of the redemption. The OpCo LLC Units and the right to exercise the Redemption Right have no expiration date. Each of the foregoing entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. PT INDEPENDENCE ENERGY HOLDINGS LLC, By: /s/ Brandi Kendall Name: Brandi Kendall Title: Vice President 2021-12-07 LIBERTY MUTUAL HOLDING COMPANY INC., By: /s/ Vlad Barbalat Name: Vlad Barbalat Title: Executive Vice President 2021-12-07