Acquisitions and Divestitures

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions and Divestitures

Acquisitions and Divestitures

Acquisitions

Ridgemar Acquisition

On December 3, 2024, we entered into the Membership Interest Purchase Agreement (the “Ridgemar Acquisition Agreement”) pursuant to which we acquired all of the outstanding equity interests in Ridgemar (Eagle Ford) LLC (“Ridgemar”). On January 31, 2025, we acquired all of the outstanding equity interests in Ridgemar (Eagle Ford) LLC ("Ridgemar") for $807.2 million in cash and 5.5 million shares of our Class A Common Stock issued to former Ridgemar owners (the "Ridgemar Acquisition"). The Ridgemar Acquisition consideration transferred is inclusive of customary post closing adjustments of $14.1 million, which are recorded in Accounts receivable, net on the condensed consolidated balance sheets as of June 30, 2025. In addition, up to $170.0 million in contingent earn-out consideration may be paid in fiscal years 2026 and 2027 if quarterly NYMEX WTI prices of crude oil are above certain thresholds in 2026 and 2027 (collectively, the "Ridgemar Contingent Consideration”). We accounted for the Ridgemar Acquisition as an asset acquisition.

SilverBow Merger

On July 30, 2024, we consummated the transactions contemplated by the Agreement and Plan of Merger, dated May 15, 2024 (the transactions contemplated therein, the "SilverBow Merger"), between Crescent, SilverBow, Artemis Acquisition Holdings Inc. ("Artemis Holdings"), Artemis Merger Sub Inc. ("Merger Sub Inc.") and Artemis Merger Sub II LLC ("Merger Sub LLC"). The SilverBow Merger has been accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Crescent being identified as the accounting acquirer.

Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Crescent, merged with and into SilverBow (the "Initial Merger"), with SilverBow surviving the merger (the "Initial Surviving Corporation"), and immediately following the Initial Merger, the Initial Surviving Corporation merged with and into Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Artemis Holdings, a Delaware corporation and a direct wholly owned subsidiary of Crescent (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub LLC continuing as the surviving company of the Subsequent Merger (the "Subsequent Surviving Company") as a direct wholly owned subsidiary of Artemis Holdings. Promptly following the completion of the Mergers, Artemis Holdings contributed the Subsequent Surviving Company to Crescent Energy OpCo LLC, a Delaware limited liability company, of which Crescent is the managing member, which in turn contributed the Subsequent Surviving Company to its wholly owned subsidiary, Crescent Energy Finance, a Delaware limited liability company.

Subject to the terms and conditions of the Merger Agreement, each share of SilverBow's common stock, par value $0.01 per share ("SilverBow Common Stock") issued and outstanding immediately prior to the merger close date, was converted into the right to receive, pursuant to an election made and not revoked, one of the following forms of consideration: (A) 3.125 shares of Crescent Class A Common Stock, (B) a combination of 1.866 shares of Crescent Class A Common Stock and $15.31 in cash or (C) $38.00 in cash, subject to an aggregate cap of $400.0 million on the total cash consideration payable for the SilverBow Common Stock in the SilverBow Merger. The Merger Agreement also provided that each outstanding SilverBow restricted stock unit, performance-based stock unit (assuming maximum performance) and in-the money stock option, whether vested or unvested, held by certain employees and directors of SilverBow (collectively, the "SilverBow Equity Awards") became fully vested and was canceled and converted into a right to receive a cash payment (less the exercise price in the case of stock options) or, in the case of the restricted stock units and performance-based stock units, a partial cash payment and partial settlement in shares of Crescent Class A Common Stock. Each stock option with an exercise price that equaled or exceeded the amount of such cash payment was cancelled for no consideration. We finalized the acquisition accounting for the SilverBow Merger during the three months ended June 30, 2025. See the table below for consideration transferred and final purchase price allocation. Crescent issued 51.6 million shares of Class A Common Stock in the SilverBow Merger and paid $382.4 million in cash to former SilverBow shareholders, including amounts payable in respect of outstanding SilverBow equity awards. See Note 10 - Equity-Based Compensation Awards.

During 2024 we reorganized our business, primarily as a result of the SilverBow Merger, which included one-time termination costs and exit costs for the closure of one of our offices. We expect the total amount of one-time employee termination benefits incurred to be $11.4 million and lease termination and other costs of $5.5 million, all of which was recognized on the condensed consolidated statements of operations during the second half of 2024. The following is a reconciliation of our restructuring liability, which is included within Accounts payable and accrued liabilities on the condensed consolidated balance sheets.

	One-time employee termination benefits		Lease termination and other costs		Total
	(in thousands)
December 31, 2024	$	4,902	$	—	$	4,902
Costs incurred and charged to expense	—		—		—
Costs paid	(2,512)		—		(2,512)
June 30, 2025	$	2,390	$	—	$	2,390

Other Acquisitions

Webb Gas Acquisition

In January 2025, we acquired from unaffiliated third parties additional interests in Crescent operated oil and gas properties, rights and related assets located in Webb County, Texas for aggregate consideration of approximately $21.2 million, subject to customary post closing adjustments.

Central Eagle Ford Acquisition

In October 2024, we acquired from unaffiliated third parties certain interests in oil and gas properties, rights and related assets located in Atascosa, Frio, La Salle and McMullen Counties, Texas for aggregate consideration of approximately $156.0 million, including certain customary purchase price adjustments (the “Central Eagle Ford Acquisition”).

The Central Eagle Ford Acquisition has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, with Crescent being identified as the accounting acquirer. From the date of the Central Eagle Ford Acquisition through December 31, 2024, revenues and net income associated with operations acquired through the Central Eagle Ford Acquisition were $10.4 million and $3.1 million, respectively. We recognized transaction related expenses of $5.6 million within General and administrative expense on the condensed consolidated statements of operations for the year ended December 31, 2024.

Eagle Ford Minerals Acquisition

In February 2024, we acquired a portfolio of oil and natural gas mineral interests located in the Karnes Trough of the Eagle Ford Basin from an unrelated third-party (the "Eagle Ford Minerals Acquisition") for total cash consideration of approximately $25.0 million, including customary purchase price adjustments. The purchase price was funded using borrowings under our Revolving Credit Facility.

Pro Forma Financial Information

The following table summarizes our unaudited pro forma financial information for the six months ended June 30, 2024 as if the SilverBow Merger and Central Eagle Ford Acquisition occurred on January 1, 2024 (unaudited):

	Six Months Ended June 30, 2024
	(in thousands)
Revenues	$	1,853,130
Net income	123,000

Consideration Transferred

The following table summarizes the consideration transferred and the net assets acquired for our acquisitions during 2025 and 2024 that impact the periods presented:

	Asset Acquisitions						Business Combinations
	Ridgemar Acquisition		Webb Gas Acquisition		Eagle Ford Minerals Acquisition		SilverBow Merger		Central Eagle Ford Acquisition
	(in thousands)
Consideration transferred:
Cash consideration:
Cash	$	807,247	$	21,204	$	25,000	$	358,092	$	156,031
Settlement of SilverBow Equity Awards in cash	—				—		18,858		—
Equity consideration:
Fair value of Class A Common Stock issued	82,145		—		—		595,294		—
Settlement of SilverBow Equity Awards in Class A Common Stock	—		—		—		16,129		—
Fair value of contingent earn-out consideration	51,746		—		—		—		—
Transaction costs capitalized	18,484		—		—		—		—
Total	$	959,622	$	21,204	$	25,000	$	988,373	$	156,031
Assets acquired and liabilities assumed:
Cash and cash equivalents	$	—	$	—	$	—	$	5,200	$	—
Accounts receivable, net	1,150		—		—		135,210		—
Derivative assets – current	—		—		—		100,601		—
Prepaid expenses	—		—		—		6,154		—
Other current assets	—		—		—		945		—
Oil and natural gas properties - proved	988,758		21,204		12,865		1,985,363		144,085
Oil and natural gas properties - unproved	—		—		12,135		229,459		—
Field and other property and equipment	3,240		—		—		4,586		17,848
Derivative assets – noncurrent	—		—		—		37,870		—
Other assets	—		—		—		25,199		—
Accounts payable and accrued liabilities	(9,565)		—		—		(198,831)		(1,212)
Acquired deferred acquisition consideration	—		—		—		(76,550)		—
Other current liabilities	(573)		—		—		(10,029)		—
Short-term debt	—		—		—		(37,500)		—
Long-term debt	—		—		—		(1,103,125)		—
Deferred tax liability	—		—		—		(79,070)		—
Asset retirement obligations	(22,855)		—		—		(25,683)		(4,690)
Other liabilities	(533)		—		—		(11,426)		—
Net assets acquired	$	959,622	$	21,204	$	25,000	$	988,373	$	156,031

Divestitures

In March 2025, we entered into the purchase and sale agreement to sell certain of our non-core assets to an unrelated third-party buyer for $83.0 million in aggregate cash proceeds, subject to customary purchase price adjustments. The transaction closed during the second quarter of 2025. We performed an assessment of the fair value of the associated assets and liabilities and recorded an impairment of $48.6 million to the carrying value of the associated oil and natural gas properties during the six months ended June 30, 2025.

During the six months ended June 30, 2025, we sold additional non-core assets to unrelated third-party buyers for $11.1 million in aggregate cash proceeds and recorded a gain of $1.9 million and $12.8 million on the sale of such assets for the three and six months ended June 30, 2025, respectively. During the six months ended June 30, 2024, we sold non-core assets to unrelated third-party buyers for $23.2 million in aggregate net cash proceeds and recorded a gain on the sale of assets of $19.4 million during the three and six months ended June 30, 2024.