SCHEDULE 13D/A: KKR-Affiliated Entities Report Sale of Over 2.9 Million Crescent Energy Class A Shares

An amendment to a Schedule 13D filing reveals that Independence Energy Aggregator L.P., an entity affiliated with KKR, sold 2,948,723 shares of Crescent Energy Co.'s Class A Common Stock at $9.91 per share on March 10, 2025.

Summary

• This is Amendment No. 9 to the Schedule 13D filing for Crescent Energy Co., originally filed on December 17, 2021.
• The filing reports a sale by Independence Energy Aggregator L.P. (IE Aggregator) of 2,948,723 shares of Crescent Energy Co.'s Class A Common Stock.
• The sale occurred on March 10, 2025, at a price of $9.91 per share, conducted through a broker-dealer under Rule 144.
• Prior to the sale, IE Aggregator converted 2,948,723 shares of Class B Common Stock and an equivalent number of OpCo LLC Units into Class A Common Stock.
• Following the reported transaction, IE Aggregator holds 26,185,773 shares of Class B Common Stock and an equivalent number of OpCo LLC Units, which are exchangeable for Class A Common Stock on a one-for-one basis.
• IE Aggregator's beneficial ownership represents approximately 11.8% of the outstanding Class A Common Stock, based on a total of 221,659,767 shares of Class A Common Stock outstanding (including assumed conversions).
• The KKR Group, which includes IE Aggregator and other KKR-affiliated entities, beneficially owns an aggregate of 26,758,127 shares of Class A Common Stock (including exchangeable Class B and OpCo LLC Units, and 572,354 direct Class A shares held by KKR Upstream Associates LLC).
• The KKR Group's beneficial ownership represents approximately 12.1% of the outstanding Class A Common Stock, based on the same total of 221,659,767 shares.
• If all outstanding Class B Common Stock and OpCo LLC Units were exchanged, IE Aggregator would hold approximately 10.1% and the KKR Group would hold approximately 10.4% of the outstanding Class A Common Stock, based on a fully diluted total of 258,473,395 shares.
• The calculation of percentage owned excludes 36,813,628 shares of Class B Common Stock held by other investors that are exchangeable for Class A Common Stock.

Sentiment

Score: 5

Explanation: The document is a factual report of a share sale and updated beneficial ownership, providing neutral information without explicit positive or negative framing.

Future Outlook

NA

Industry Context

This filing primarily details a change in beneficial ownership by a significant institutional investor group (KKR and its affiliates) in Crescent Energy Co. It does not provide broader industry trends or competitive analysis, but rather reflects a specific transaction within the energy sector.

Stakeholder Impact

• Shareholders: The sale of a significant block of shares by a major institutional holder could be perceived as a reduction in institutional conviction or a liquidity event, potentially influencing market sentiment and share price.
• Investors: Provides updated transparency on the ownership structure and the holdings of key institutional investors like KKR.

Key Dates

Keywords

Crescent Energy Co, SEC filing, Schedule 13D, beneficial ownership, Class A Common Stock, Class B Common Stock, OpCo LLC Units, KKR, Independence Energy Aggregator L.P., share sale, institutional holding