Crescent Energy to Acquire Vital Energy in $3.1 Billion All-Stock Transaction.

Crescent Energy Company will acquire Vital Energy in an all-stock transaction valued at approximately $3.1 billion, inclusive of Vital's net debt. The deal will establish Crescent as a top 10 independent energy company and increase its non-core divestiture pipeline to $1 billion. The acquired assets will be managed within Crescent's consistent strategy focused on free cash flow and returns. The transaction is expected to deliver immediate and sustainable value for shareholders.

Crescent Energy Company (NYSE: CRGY) has announced its intention 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 establish Crescent as a top 10 independent energy company and significantly enhance its non-core divestiture pipeline to $1 billion. The transaction is expected to deliver immediate and sustainable value for shareholders.

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. 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 acquisition will align Crescent’s assets with its consistent strategy focused on free cash flow and returns. Crescent plans to implement a lower activity, higher free cash flow business plan, which will improve investor returns and support a peer-leading dividend. The combined company will have a larger asset base with more capital allocation flexibility across a vast development inventory.

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. We’ve always had a free cash flow focused strategy, and our model 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. Crescent will have more focus, more scale and more potential to deliver long-term value to shareholders."

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. The combined businesses will have more capital allocation flexibility across a vast development inventory and the ability to immediately transfer best operating practices across basins. Strong free cash flow generation will maintain a premier balance sheet and drive sustainable capital returns to shareholders. We are confident that this deal is the right move for Vital shareholders, and it recognizes the hard work and dedication of all Vital employees over the last six years."

The Transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including approvals by shareholders of Crescent and Vital and typical regulatory agencies. The Transaction is targeted to close by year-end 2025.

Reference:
[1] https://www.morningstar.com/news/business-wire/20250825715878/crescent-energy-to-acquire-vital-energy-in-all-stock-transaction-establishing-a-top-10-independent