KKR Affiliate Takes 40 Million Crescent Energy Shares At $12.50, Taking KKR Group To 16.3%
A Schedule 13D/A shows KKR's Independence Energy Aggregator bought in the offering and accepted a lock-up, with no new demands.
KKR-affiliated Independence Energy Aggregator bought 40,000,000 shares of Crescent Energy Class A stock at $12.50 each in the company's public offering, which closed Tuesday, according to a Schedule 13D/A, an amended SEC ownership filing. The KKR group now reports 68,655,357 shares, or 16.3% of the class.
What the filing says
The KKR group's total splits into 66,185,773 shares held by Independence Energy Aggregator, about 15.7% of the class, and 2,469,584 held by KKR Upstream Associates. The percentages rest on 422,456,708 Class A shares outstanding after the offering closed.
The offering priced at $12.50 a share for 80,000,000 shares. Underwriters exercised in full their 30-day option for 12,000,000 more shares on October 9, the filing says. KKR bought at the public price and on the same terms as other buyers, funded by capital contributions from the reporting persons and their affiliates.
This is Amendment No. 12 to a Schedule 13D first filed December 17, 2021. Item 4 stays at investment purposes: the filers say they may buy more shares and intend to dispose of shares from time to time. It carries no board nominations or demands.
Lock-up and fee cut
Independence Energy Aggregator agreed to a lock-up. It cannot sell, pledge or hedge its shares from October 8 through 60 days after the date of the final prospectus supplement, unless J.P. Morgan Securities and KKR Capital Markets consent. The exhibit carves out exceptions, including transfers to affiliates.
In a related management agreement amendment, the incremental management fee tied to the offering's equity issuance, including KKR's shares and the underwriters' option shares, is reduced by $3,000,000. The exhibit says the amendment lapses if the offering has not closed by January 5, 2027.
The 13D also covers fees paid in stock: on March 16, 2026, Crescent issued 2,092,703 shares to KKR Upstream Associates for management and incentive fees. Separately, on September 23, 2026, the Manager or an affiliate granted 1,500,000 restricted shares to Crescent officers David C. Rockecharlie, Brandi Kendall and John Clayton Rynd.
The lock-up runs to 60 days after the final prospectus supplement date, and a later KKR amendment would show whether it sells.
Sources
- SCHEDULE 13D/A — KKR UPSTREAM ASSOCIATES LLC re: Crescent Energy Co (CRGY) — SEC EDGAR
- SCHEDULE 13D/A Exhibit 99.V — EXHIBIT V — SEC EDGAR
- SCHEDULE 13D/A Exhibit 99.W — EXHIBIT W — SEC EDGAR
- SCHEDULE 13D/A Exhibit 99.X — EXHIBIT X — SEC EDGAR
- Crescent Energy Company Announces Pricing of Public Offering of Class A Common Stock – Company Announcement - FT.com — Financial Times
