Vital Energy, Inc. (NYSE: VTLE) and Crescent Energy Company (NYSE: CRGY) announced that Vital’s stockholders approved the merger at a special meeting held on December 12, 2025. The vote clears the way for the transaction to close on December 15, 2025, as outlined in the merger agreement.
The deal is an all‑stock transaction valued at approximately $3.1 billion, inclusive of Vital’s net debt. Under the terms, each Vital share will be exchanged for 1.9062 shares of Crescent’s Class A common stock, giving Vital shareholders a 23% stake in the combined company. The exchange ratio represents a 5% premium to the 30‑day VWAP of Crescent’s shares and a 15% premium to Vital’s 30‑day VWAP as of August 22, 2025.
Strategically, the merger is designed to create a top‑10 independent energy company with enhanced scale and free‑cash‑flow generation. Crescent plans to divest non‑core assets worth roughly $1 billion to strengthen its balance sheet and pursue further growth. Analysts estimate annual synergies of $90–$100 million, driven by cost efficiencies and operational leverage across Crescent’s proven operating model.
"We appreciate the strong support from our stockholders, which underscores their confidence in the strategic combination of Vital Energy and Crescent," said Jason Pigott, President and CEO of Vital. "By joining forces, we expect to create a larger, financially robust operator with enhanced scale and the capacity to generate substantial free cash flow. This merger positions the combined companies to deliver sustainable cash returns and long‑term value," he added. David Rockecharlie, Crescent’s CEO, echoed the sentiment, noting that the approval “reinforces investor confidence in Crescent’s disciplined strategy and our consistent track record of execution.”
Legal challenges have been filed in New York by alleged Vital shareholders who allege that the proxy statement failed to disclose material information and accuse the company of breaching common law. Vital and its directors maintain that the complaints are without merit, but the filings could delay the closing if not resolved. The merger is structured as a two‑step transaction in which Vital will be absorbed by Crescent, and the combined company will operate under Crescent’s name with headquarters in Houston. John Goff will serve as non‑executive chairman, and David Rockecharlie will continue as CEO.
The closing of the merger is scheduled for December 15, 2025, contingent on the resolution of the legal challenges and the completion of customary regulatory approvals. Once closed, the combined entity will be a top‑10 independent energy company, with Crescent shareholders holding a 77% stake and Vital shareholders a 23% stake. The transaction is expected to enhance free‑cash‑flow generation and create significant shareholder value through scale and operational efficiencies.
The content on BeyondSPX is for informational purposes only and should not be construed as financial or investment advice. We are not financial advisors. Consult with a qualified professional before making any investment decisions. Any actions you take based on information from this site are solely at your own risk.