Crescent holders to own about 77% combined company after deal close

Crescent holders to own about 77% combined company after deal close

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, which is set to close by year-end 2025, will see Crescent shareholders own approximately 77% of the combined company, with Vital shareholders owning the remaining 23%.

The transaction is structured to deliver immediate and sustainable value for shareholders. Crescent Energy has a consistent strategy focused on free cash flow and returns, which aligns well with Vital's assets. The combined company will have a strong balance sheet and a significant pipeline of non-core divestitures, totaling around $1 billion. This pipeline is expected to generate substantial synergies and improve overall operational efficiencies.

The acquisition will create a top 10 independent energy company with a diversified portfolio across premier basins, including the Eagle Ford, Permian, and Uinta Basins. Crescent's management team, led by Chairman John Goff and CEO David Rockecharlie, will continue to lead the combined company, with the board of directors increasing to 12 members post-acquisition.

The transaction is expected to be accretive across key financial metrics, including cash flow from operations (CFFO), free cash flow (FCF), and net asset value (NAV) per share. Crescent's model, focused on free cash flow, is anticipated to create sustainable value for shareholders. Additionally, the acquisition will enhance Crescent's investment-grade quality balance sheet and strengthen its growth prospects.

Vital Energy CEO Jason Pigott expressed confidence in the deal, stating that it recognizes the value created by Vital over the past six years and will create a premier, scaled, mid-cap operator with significant efficiencies across a larger asset base.

The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including shareholder approvals and regulatory agency approvals. Crescent and Vital have engaged financial advisors, including Jefferies LLC, Evercore, Kirkland & Ellis LLP, and others, to facilitate the deal.

Crescent and Vital plan to host a joint conference call and webcast on August 25, 2025, to discuss the transaction in more detail.

[1] https://www.businesswire.com/news/home/20250825715878/en/Crescent-Energy-to-Acquire-Vital-Energy-in-All-Stock-Transaction-Establishing-a-Top-10-Independent