Crescent Energy to acquire Vital Energy in $3.1B all-stock transaction

Crescent Energy (CRGY) and Vital Energy (VTLE) announced that they have entered into a definitive agreement pursuant to which Crescent will acquire Vital in an all-stock transaction valued at approximately $3.1B, inclusive of Vital’s net debt. Under the terms of the merger agreement, Vital shareholders will receive 1.9062 shares of Crescent Class A common stock for each share of Vital common stock, representing a 5% premium to the 30-day volume weighted average price exchange ratio and a 15% premium to Vital’s 30-day VWAP as of August 22. Under the terms of the merger agreement, Vital shareholders will receive 1.9062 shares of Crescent Class A common stock for each share of Vital common stock. Following the consummation of the transaction, Crescent shareholders will own approximately 77% of the combined company and Vital shareholders will own approximately 23% of the combined company, on a fully diluted basis. The transaction has been unanimously approved by the boards of directors of both companies and unanimously approved by a special committee of independent directors of Crescent. Current Crescent and Vital shareholders representing approximately 29% and 20% of total common shares outstanding, respectively, are party to voting and/or existing investor agreements serving to support the transaction in line with the unanimous recommendation of both boards. The transaction, which will be subject to customary closing conditions, including approvals by shareholders of Crescent and Vital and typical regulatory agencies, is targeted to close by year-end 2025. After closing of the transaction, the Crescent board of directors will increase to 12 members with the addition of 2 directors to be designated by Vital. John Goff will continue to serve as non-executive chairman and David Rockecharlie will continue to serve as CEO of the combined company. Crescent will remain headquartered in Houston.