Crescent Energy has agreed to acquire Vital Energy, a Permian Basin-focused upstream operator, in an all-stock transaction valued at approximately $3.1bn, inclusive of net debt.
The merger aims to create a top 10 independent energy company with a strategy focused on free cash flow and flexible capital allocation across premier US basins.
Vital, based in Tulsa, Oklahoma, is engaged in oil and natural gas exploration and development activities primarily in the Permian Basin.
Crescent operates in Texas and the Rocky Mountain region, focusing on acquisitions to drive shareholder value through consistent capital returns.
The combination of both companies aims to improve operational efficiencies and leverage opportunities exceeding $60bn within their combined asset footprint.
Crescent CEO David Rockecharlie said: “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 $1bn non-core divestiture pipeline, we are better positioned than ever before.”
The terms of the merger agreement stipulate that Vital shareholders will receive 1.9062 shares of Crescent Class A common stock for every share of Vital common stock they own.
This represents 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 22 August 2025.
Upon completion, Crescent shareholders will hold about 77% of the combined entity, while Vital shareholders will control approximately 23%.
Both companies’ boards of directors have unanimously approved the transaction, as has a special committee of independent directors from Crescent.
Shareholders who collectively own around 29% of Crescent and 20% of Vital shares have shown their support for the deal in line with the boards’ recommendations.
Vital CEO Jason Pigott said: “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.”
Crescent anticipates annual synergies from the merger between $90m and $100m, which aligns with its strategy to enhance cash flow and improve investor returns through disciplined capital allocation.
The transaction is subject to customary regulatory approvals and other closing conditions and is expected to be finalised by the end of 2025.
Earlier this month, Crescent reported financial results for the second quarter of 2025, with production averaging 263 thousand barrels of oil equivalent per day (MBoe/d), including 108 thousand barrels of oil per day (Mbo/d) of oil production.
Additionally, Crescent completed an acquisition of mineral assets valued at approximately $72m to bolster its existing portfolio.
