Sec Form 13D Filing - PT Independence Energy Holdings LLC filing for Crescent Energy Co (CRGY) - 2024-08-09

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UNITED STATES

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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

(1)

Consists of shares of Class B Common Stock, par value $0.0001 per share, of Crescent Energy Company (the “Issuer” and such stock, “Class B Common Stock”) and an equivalent number of units representing limited liability company interests of Crescent Energy OpCo LLC ( “OpCo”, and such units, “OpCo LLC Units”), which together are exchangeable for shares of Class A Common Stock, par value $0.0001 per share of the Issuer (“Class A Common Stock”), on a one-for-one basis pursuant to the Amended and Restated LLC Agreement of OpCo (“OpCo LLC Agreement”).

(2)

Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.

(1)

Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director designees of the Reporting Persons.

(2)

Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.

(1)

Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director designees of the Reporting Persons.

(2)

Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.

(1)

Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director designees of the Reporting Persons.

(2)

Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.

(1)

Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director designees of the Reporting Persons.

(2)

Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.

(1)

Consists of 41,118 shares of Class A Common Stock and 36,813,628 shares of Class B Common Stock and an equivalent number of OpCo LLC Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement. Does not include the 28,622 restricted stock units that were issued in April 2024 to the director designees of the Reporting Persons.

(2)

Based on a combined total of 199,930,229 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. This combined total consists of (a) 111,516,601 shares of Class A Common Stock outstanding as of July 29, 2024, (b) approximately 51,600,000 shares of Class A Common Stock issued on July 30, 2024 in connection with the SilverBow Mergers (as defined below) and (c) assumes that all 36,813,628 shares of Class B Common Stock beneficially owned by the Reporting Persons (as defined in Item 2), along with an equivalent number of OpCo LLC Units (and no other shares of Class B Common Stock or OpCo LLC Units), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, but excludes 29,134,496 shares of Class B Common Stock exchangeable for shares of Class A Common Stock held by other shareholders.

Explanatory Note

This Amendment No. 3 (this “Amendment”) amends the statement on Schedule 13D originally filed by PT Independence Energy Holdings, LLC, Liberty Energy Holdings, LLC, Liberty Mutual Insurance Company, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (collectively, the “Reporting Persons”) on December 17, 2021, as amended by that certain Amendment No. 1 to the Schedule 13D filed on September 14, 2022, and as further amended by that certain Amendment No. 2 to the Schedule 13D, filed on May 17, 2024 (as so amended, the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

This Amendment is being filed in connection with the closing of the mergers contemplated by that certain Agreement and Plan of Merger, dated May 15, 2024, by and among the Issuer, SilverBow Resources, Inc. (“SilverBow”), and the other parties thereto (the “SilverBow Mergers”), pursuant to which the Issuer issued approximately 51.6 million shares of Class A Common Stock to former stockholders and equity award holders of SilverBow as reported on the Issuer's Form 10-Q filed on August 5, 2024. The SilverBow Mergers had a dilutive effect on current stockholders of the Issuer, and accordingly, the percent of Class A Common Stock beneficially owned by the Reporting Persons decreased, as reflected in this Schedule 13D.

Item 2.     Identity and Background.

Item 2(a)-(c) is hereby deleted in its entirety and replaced with the following:

(a)	, (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Act, by:

(i)	PT Independence Energy Holdings LLC, a Delaware limited liability company;

(ii)	Liberty Energy Holdings, LLC, a Delaware limited liability company;

(iii)

Liberty Mutual Insurance Company, a Massachusetts corporation;

(iv)	Liberty Mutual Group Inc., a Massachusetts corporation;

(v)	LMHC Massachusetts Holdings Inc., a Massachusetts corporation; and

(vi)	Liberty Mutual Holding Company Inc., a Massachusetts corporation (the persons and entities listed in items (i) through (vi) are collectively referred to herein as the “Reporting Persons”).

PT Independence Energy Holdings LLC (“PT Reporting Person”) is the direct beneficial owner of the securities reported in this Schedule 13D, other than with respect to 41,118 shares of Class A Common Stock that Liberty Energy Holdings LLC (“Holdings”) is the direct beneficial owner of. Holdings, a member of PT Reporting Person, has the sole right to vote or dispose of the shares of class B common stock, par value $0.0001 per share (“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 Reporting Persons and Independence Energy Aggregator L.P. (“Aggregator L.P.”) may be deemed to constitute a group for purposes of Section 13(d) due to the terms of the Specified Rights Agreement. However, neither the Reporting Persons nor Aggregator L.P. have voting or dispositive power over the other party’s shares of Class A Common Stock or securities convertible into or exercisable for shares of Class A Common Stock, including any OpCo LLC Units or shares of Class B Common Stock. As of April 3, 2024, Aggregator L.P. had beneficial ownership over 29,134,496 shares of Class B Common Stock and 29,134,496 OpCo LLC Units (which together are exchangeable for Class A Common Stock on a one-for-one basis), in addition to the Series I preferred stock, $0.0001 par value per share, of the Issuer.

Each of Messrs. David H. Long, Francis A. Doyle, Joseph L. Hooley, Timothy M. Sweeney, Angel A. Ruiz, George Serafeim, Martin P. Slark, Eric A. Spiegel and William C. Van Faasen and Mmes. Myrtle S. Potter, Nancy W. Quan, Ellen A. Rudnick, Annette M. Verschuren, O.C. and Anne Waleski, is a director of Liberty Mutual Holding Company, Inc. The executive officers of Liberty Mutual Holding Company, Inc. are Messrs. David H. Long, Timothy M. Sweeney, Vlad Y. Barbalat, Damon Hart, Leonid Rasin, Nik Vasilakos, James M. MacPhee, James M. McGlennon, Christopher L. Peirce, Paul Sanghera and Mark C. Touhey and Mmes. Neeti Bhalla Johnson and Melanie M. Foley.

Each of the directors and officers listed above is a United States citizen, other than George Serafeim, who is a citizen of Canada, Paul Sanghera, who is a citizen of Canada, and Annette M. Verschuren, O.C., who is a citizen of Greece.

The Reporting Persons have entered into a joint filing agreement, a copy of which was attached to the Schedule 13D as Exhibit A.

(b)	The address of the business office of each of the Reporting Persons is 175 Berkeley Street, Boston, Massachusetts 02116.

(c)

Each of Holdings, LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. is principally engaged as a holding company. PT Reporting Person is principally engaged in the business of oil and natural gas exploration and production. Liberty Mutual Group Inc. and Liberty Mutual is principally engaged providing diversified global insurance services.

The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.

Item 5.     Interest in Securities of the Issuer.

Item 5(a) and (b) are hereby amended as follows:

The response of the Reporting Persons to rows 7 through 13 on the cover page of this Amendment is incorporated by reference herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August  9, 2024

Directors and Officers of Liberty Mutual Holding Company Inc.

The following sets forth the name and principal occupation of each of the directors and officers of Liberty Mutual Holding Company Inc. Each of such persons is a citizen of the United States other than Annette M. Verschuren, O.C., who is a citizen of Canada.