Crescent to buy Vital Energy in all-stock deal valued at $3.1B

Crescent to buy Vital Energy in all-stock deal valued at $3.1B

Crescent Energy Company (NYSE: CRGY) has announced plans to acquire Vital Energy, Inc. (NYSE: VTLE) in an all-stock transaction valued at approximately $3.1 billion, inclusive of Vital's net debt. The acquisition will create a top 10 independent energy company with a consistent focus on free cash flow and returns.

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 (VWAP) exchange ratio and a 15% premium to Vital's 30-day VWAP as of August 22, 2025. The transaction is expected to deliver immediate and sustainable value for shareholders, with attractive acquisition returns and significant accretion across key financial metrics [1].

The combined company will be led by a management team and board with deep operating and investing expertise, positioning it well to drive long-term growth and value creation. Crescent Energy, known for its disciplined growth through acquisition strategy, aims to expand its asset portfolio and improve investor returns through the acquisition of Vital Energy. The transaction is expected to enhance Crescent's balance sheet and strengthen its leading growth position in the industry [1].

Crescent CEO David Rockecharlie stated, "This combination represents compelling value for all shareholders, with attractive acquisition returns and significant accretion across all key financial metrics. Our free cash flow focused strategy, applied to these assets, creates sustainable value for all shareholders. With this acquisition and our $1 billion non-core divestiture pipeline, we are better positioned than ever before." Vital CEO Jason Pigott added, "Today's announcement recognizes the value we have created at Vital Energy. Our combination with Crescent Energy will create a premier, scaled, mid-cap operator with significant efficiencies across a larger asset base" [1].

The transaction is expected to close by year-end 2025, subject to customary closing conditions, including shareholder approvals and regulatory agency approvals. The combined company will maintain Crescent's headquarters in Houston and will be led by Crescent's current management team. Jefferies LLC and Evercore are serving as lead financial advisors to Crescent, while Kirkland & Ellis LLP is serving as Crescent's legal counsel. Intrepid Partners, LLC, Richards, Layton & Finger, P.A., Houlihan Lokey, J.P. Morgan Securities LLC, Vinson & Elkins LLP, and Lazard are also involved as advisors to the transaction [1].

Crescent and Vital plan to host a joint conference call and webcast on August 25, 2025, at 7:30 a.m. Central Time / 8:30 a.m. Eastern Time to discuss the transaction in detail. Investors and shareholders are encouraged to review the registration statement and joint proxy statement/prospectus regarding the transaction when they become available [1].

References:
[1] https://www.stocktitan.net/news/CRGY/crescent-energy-to-acquire-vital-energy-in-all-stock-transaction-f7bazmz3m8cg.html