Crescent Energy Company (CRGY) announced that its shareholders voted overwhelmingly in favor of the proposed merger with Vital Energy Inc. (VTLE) on Friday, December 12, 2025. The vote, held at a special meeting, saw 98 % of the shares cast in favor, representing 81 % of the outstanding voting shares, clearing the final shareholder hurdle for the transaction.
The all‑stock deal values the combined company at approximately $3.1 billion, including Vital’s net debt, and values Vital at 2.06 times its 2024 EBITDA. The parties expect annual synergies of $90–$100 million from cost savings and revenue enhancements, and the transaction is slated to close on December 15, 2025, subject to regulatory and customary closing conditions.
Strategically, the merger will combine Crescent’s Eagle Ford and Uinta Basin operations with Vital’s Permian Basin assets, creating a top‑10 independent U.S. oil and gas producer. The combination expands the company’s basin footprint, lowers operating intensity, and is expected to strengthen free‑cash‑flow generation, positioning the new entity for further consolidation in the onshore market.
David Rockecharlie, Crescent’s CEO, said the approval “reinforces investor confidence in our disciplined growth strategy and our track record of execution.” He added that the deal “creates compelling value for all shareholders, with attractive acquisition returns and significant accretion across key financial metrics.” Jason Pigott, Vital’s President and CEO, echoed this sentiment, noting that the merger “provides Vital shareholders with a premium and places the combined company on a path to sustainable cash returns.”
Crescent’s recent quarterly results provide context for the merger. In Q3 2025, the company reported earnings per share of –$0.04 versus a consensus estimate of $0.34, a miss driven by a 4 % decline in revenue and a 0.5 percentage‑point drop in operating margin, largely due to higher input costs and a shift toward lower‑margin assets. Vital, meanwhile, posted Q3 earnings of $1.52 versus an estimate of $1.61, reflecting modest revenue growth but margin pressure from commodity price volatility. The merger is therefore seen as a way to offset Crescent’s recent margin compression with Vital’s higher‑margin Permian operations and to achieve scale that can better weather price swings.
The transaction also has balance‑sheet implications. Crescent plans to divest approximately $1 billion in non‑core assets post‑closing to sharpen its focus and reduce leverage, while the all‑stock structure avoids additional debt. Regulators will review the deal, but the combined company’s diversified basin presence and lower‑intensity operating model are expected to address antitrust concerns and support a smooth regulatory review.
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