UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 17, 2021 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Introductory Note
As reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission by Crescent Energy Company (formerly known as IE PubCo Inc., the “Company”) on December 7, 2021 (the “Original Crescent Form 8-K”), on December 7, 2021 (the “Closing Date”), the Company consummated the transactions (the “Transactions”) contemplated by the Transaction Agreement, dated as of June 7, 2021 (the “Transaction Agreement”), among Contango Oil & Gas Company (“Contango”), Independence Energy LLC (“Independence”), the Company, IE OpCo LLC (“OpCo”), IE L Merger Sub LLC (“L Merger Sub”) and IE C Merger Sub Inc. (“C Merger Sub”), pursuant to which each of Contango and Independence became wholly owned subsidiaries of the Company. Substantially concurrent with the consummation of the Transactions, the name of the Company was changed from “IE PubCo Inc.” to “Crescent Energy Company.”
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Crescent Form 8-K to provide the historical and pro forma financial statements described in Item 9.01 below. No other modifications to the Original Crescent Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Crescent Form 8-K, which provides a more complete description of the Transactions.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
| • | Audited combined and consolidated financial statements of Independence as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018, and the related notes to the combined and consolidated financial statements, included in the Company’s Proxy Statement/Prospectus, beginning on page F-25, attached as Exhibit 99.1 hereto; |
| • | Unaudited combined and consolidated financial statements of Independence as of September 30, 2021 and December 31, 2020 and for the nine months ended September 30, 2021 and 2020, and the related notes to the combined and consolidated financial statements, attached as Exhibit 99.2 hereto; |
| • | Audited consolidated financial statements of Contango as of and for the years ended December 31, 2020, and 2019, and the related notes to the consolidated financial statements, included in Contango’s Annual Report on Form 10-K for the year ended December 31, 2020, attached as Exhibit 99.3 hereto; |
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| • | Unaudited consolidated financial statements of Contango as of September 30, 2021 and December 31, 2020 and for the nine months ended September 30, 2021 and 2020, and the related notes to the condensed consolidated financial statements, included in Contango’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, attached as Exhibit 99.4 hereto. |
| • | Audited financial statements of Liberty Energy LLC for the year ended December 31, 2019, attached as Exhibit 99.5 hereto; and |
| • | Unaudited financial statements of Liberty Energy LLC for the six months ended June 30, 2020, attached as Exhibit 99.6 hereto. |
| (b) | Pro Forma Financial Information |
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Transactions, attached as Exhibit 99.7 hereto:
| • | Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2021; |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2021; |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 17, 2021
| CRESCENT ENERGY COMPANY | ||
| By: | /s/ Brandi Kendall | |
| Name: | Brandi Kendall | |
| Title: | Chief Financial Officer | |
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