Crescent Energy to acquire Vital Energy in all-stock transaction

Crescent Energy Company has signed a definitive agreement to acquire Vital Energy in an all-stock transaction valued at around $3.1bn, inclusive of Vital's net debt.

This merger is set to strengthen Crescent Energy’s position in the energy sector with a strategy focused on consistent and free cash flow, scaled positions and flexible capital allocation in premier basins.

Vital shareholders, with the merger terms in place, will receive 1.9062 Crescent Class A common stock shares for each share of Vital they hold, equating to a 5% premium above the 30-day volume-weighted average trading price (VWAP) exchange ratio and a 15% premium on Vital's 30-day VWAP as of 22 August 2025.

The merger promises value for all shareholders through cash-on-cash return on investment, underpinned by the valuation sustained by the current production foundation.

The deal is expected to enhance free cash flow, cash flow from operations and net asset value per share, with immediate estimated annual synergies of between $90m and $100m, alongside prospects for additional operational efficiencies.

Crescent plans to deploy a business model that favours reduced activity and heightened free cash flow, ensuring its assets are in line with its strategic objectives and bolstering shareholder yields with a leading dividend among its peers.

The transaction is set to establish the largest liquids-weighted producer without investment grade status, utilising an accretive business plan and a $1bn pipeline of non-core divestitures.

It also offers consistent investment and operational underwriting, encompassing opportunities worth in excess of $60bn associated with the combined footprint.

The asset portfolio will be scaled and focused, featuring adaptable capital distribution over more than ten years of quality inventory in the Eagle Ford, Permian and Uinta Basins.

Crescent board chairman John Goff said: “Acquiring Vital and executing on an attractive pipeline of non-core divestitures sharpens our focus and expands our opportunity set for accretive future growth.”

Crescent shareholders, upon completion, are set to own around 77% of the merged entity, while Vital shareholders will own approximately 23% on a fully diluted basis.

Both companies' Boards of Directors have unanimously approved the transaction, with a special committee of independent Crescent directors also giving unanimous approval.

Shareholders representing around 29% of Crescent and 20% of Vital have entered into voting and/or existing investor agreements to back the transaction.

Subject to customary closing conditions encompassing Crescent and Vital shareholders and regulatory agencies’ approvals, the transaction is expected to close by the end of this year.

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Following the transaction, Crescent will maintain its headquarters in Houston, US.

Financial advisors for the deal include Jefferies and Evercore for Crescent, with Kirkland & Ellis as legal counsel.

Intrepid Partners advises the Special Committee, while Houlihan Lokey and J.P. Morgan Securities are financial advisors to Vital, with Vinson & Elkins as legal counsel.

This merger follows Crescent Energy's previous announcement that it had acquired Eagle Ford assets from Ridgemar Energy for $905m, closing in January 2025.

"Crescent Energy to acquire Vital Energy in all-stock transaction" was originally created and published by Offshore Technology, a GlobalData owned brand.

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