Crescent Energy is a Houston-headquartered independent oil and gas producer that, with Vital, is positioning itself as a top-10 independent focused on free cash flow, scaled basin positions and flexible capital allocation. The combined company will keep Crescent's Houston headquarters.
Crescent agreed to acquire Vital in an all-stock transaction valued at about USD 3.1 billion including Vital's net debt; Vital shareholders will receive 1.9062 Crescent Class A shares per Vital share, implying roughly a 15% premium to Vital's 30-day VWAP as of Aug. 22. After closing, Crescent shareholders are expected to own about 77% of the combined company.
The deal has unanimous board approval from both companies and Crescent's special committee, and is expected to close by year-end 2025 subject to customary regulatory and shareholder approvals. Crescent framed the acquisition as transformative and aligned with a returns-driven M&A strategy, alongside a USD 1 billion non-core divestiture pipeline.
Vital Energy, Inc. is the target in a merger with Crescent Energy Company, with Vital's board receiving a fairness opinion in connection with the transaction.
The deal is structured as a merger under which Crescent will acquire Vital for approximately US$3.1 billion.
The transaction had reached the merger-agreement stage by August 25, 2025, with Houlihan Lokey advising Vital and providing a fairness opinion to its board as part of the process.