The share price of Vital Energy, Inc. (NYSE:VTLE) fell by 6.92% between September 26 and October 3, 2025, putting it among the Energy Stocks that Lost the Most This Week. Here is Why Vital Energy (VTLE) Fell This Week Vital Energy, Inc. (NYSE:VTLE) is an independent energy company that engages in the acquisition, exploration, and development of oil and natural gas properties in the Permian Basin of West Texas. Vital Energy, Inc. (NYSE:VTLE) faced a slight downturn last week following an almost 8% declin ...

MILWAUKEE--(BUSINESS WIRE)--The Ademi Firm is investigating Vital Energy (NYSE: VTLE) for possible breaches of fiduciary duty and other violations of law in its transaction with Crescent Energy Company. Click here to learn how to join our investigation and obtain additional information or contact us at gademi@ademilaw.com or toll-free: 866-264-3995. There is no cost or obligation to you. Shareholders of Vital Energy will receive 1.9062 shares of Crescent Class A common stock for each share of V. ...

Core Viewpoint - Crescent Energy Company (CRGY) is acquiring Vital Energy, Inc. (VTLE) in an all-stock transaction valued at $3.1 billion, including Vital's net debt, which will enhance CRGY's access to key oil and gas producing basins in the U.S. [1] Deal Terms and Shareholder Impact - Vital Energy shareholders will receive 1.9062 shares of Crescent Class A common stock for each share of Vital common stock they own, with expected annual synergies of $90-$100 million [2] - The combined entity will be managed by a team with extensive operating and investing experience, aimed at increasing value creation and long-term growth [2] Free Cash Flow-Focused Operating Strategy - Crescent Energy will focus on lower drilling activity to prioritize higher free cash flow generation, which is expected to improve shareholder returns and support higher dividends [3] - The company plans to divest non-core assets worth $1 billion to strengthen its balance sheet, consolidating a strong asset base in the Eagle Ford, Permian, and Uinta Basins with over 10 years of high-quality inventory [3] Future Strategic Focus - The acquisition is expected to be completed by year-end 2025, with Crescent shareholders holding approximately 77% of the combined company and Vital shareholders owning 23% [4] - Post-merger, CRGY will focus on assets in the Eagle Ford, Permian, and Uinta Basins, potentially considering divestitures of assets outside these areas [4]

Group 1 - Halper Sadeh LLC is investigating Vital Energy, Inc. for potential violations related to its sale to Crescent Energy Company, where shareholders will receive 1.9062 shares of Crescent Class A common stock for each share of Vital common stock [1] - scPharmaceuticals Inc. is being investigated for its sale to MannKind Corporation, offering shareholders a cash payment of $5.35 per share plus a non-tradable contingent value right (CVR) worth up to $1.00 per CVR upon achieving specific milestones [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Core Viewpoint - Wohl & Fruchter LLP is investigating the fairness of the proposed sale of Vital Energy, Inc. to Crescent Energy Company, as the exchange ratio appears to undervalue Vital shares significantly compared to their recent trading history [1][4][6]. Transaction Details - Vital shareholders will receive 1.9062 shares of Crescent Class A common stock for each share of Vital common stock they own [1][4]. - The implied value of $18.05 per Vital share, based on Crescent's stock price of $9.47, is substantially lower than Vital's 52-week high of $38.02, indicating a potentially opportunistic acquisition [2][5]. Shareholder Sentiment - Several Vital shareholders have expressed dissatisfaction with the proposed exchange ratio, with comments highlighting concerns over value destruction and the fairness of the deal [5][6]. - One investor explicitly stated opposition to the proposal, criticizing the Board of Directors for selling at a low valuation [6]. Investigation Focus - The investigation aims to determine if the Vital Board of Directors acted in the best interests of shareholders and whether the agreed exchange ratio is fair [6].

Summary of Crescent Energy's Acquisition of Vital Energy Conference Call Industry and Companies Involved - **Industry**: Energy sector, specifically oil and gas exploration and production - **Companies**: Crescent Energy (CRES) and Vital Energy (VTLE) Core Points and Arguments 1. **Acquisition Announcement**: Crescent Energy has signed a definitive agreement to acquire Vital Energy in an all-stock transaction, creating a top 10 independent operator in the energy sector [4][9] 2. **Transaction Value and Structure**: The transaction is structured as an all-stock deal where each Vital shareholder will receive 1.9062 shares of Crescent common stock for each share of Vital common stock, resulting in Vital shareholders owning approximately 23% of the combined company [8][9] 3. **Financial Metrics**: The acquisition is expected to generate more than 20% accretion to five-year free cash flow per share and over 10% accretion to net asset value per share [6][9] 4. **Divestiture Pipeline**: Crescent is increasing its noncore divestiture pipeline to $1 billion, which is expected to enhance capital allocation and support an investment-grade balance sheet [4][13] 5. **Operational Efficiency**: The combined company anticipates $90 million to $100 million in immediate annual savings, with a five-year present value of expected synergies estimated at approximately $350 million [10][11] 6. **Future Growth Potential**: The acquisition provides Crescent with access to over $60 billion of asset acquisition potential surrounding its pro forma footprint, significantly expanding growth opportunities [7][21] 7. **Production Capacity**: The combined company will produce nearly 400,000 barrels of oil equivalent per day and hold approximately $13 billion in total proved SEC reserves [9][10] 8. **Investment Grade Rating**: The transaction is expected to enhance Crescent's credit profile and move it closer to achieving an investment-grade rating [13][14] Additional Important Content 1. **Integration Strategy**: Crescent plans to integrate Vital's assets into its existing portfolio while maintaining a focus on free cash flow and returns, with a strategy to reduce activity on Vital's assets to high-grade capital allocation [6][42] 2. **Commitment to Shareholders**: Crescent will maintain its fixed quarterly dividend of $0.12 per share and existing $150 million buyback authorization, emphasizing a commitment to returning capital to shareholders [12][21] 3. **Market Positioning**: The acquisition is seen as a transformative step for Crescent, enhancing its market position and providing attractive tailwinds from increased investor interest and potential index inclusion [9][21] 4. **Long-term Strategy**: Crescent has a proven track record of growth through mergers and acquisitions, averaging three acquisitions per year over the last decade, and aims to continue this strategy with the integration of Vital [14][15] 5. **Debt Management**: Crescent expects to maintain its current leverage of 1.5 times and has no financing requirements associated with the transaction, with a focus on deleveraging through free cash flow generation [13][35] This summary encapsulates the key points discussed during the conference call regarding the acquisition of Vital Energy by Crescent Energy, highlighting the strategic, financial, and operational implications of the transaction.

Transaction Overview - Crescent Energy will acquire Vital Energy in an all-stock transaction, with 1.9062 shares of Crescent exchanged for each share of Vital[17] - The transaction implies a 5% premium to the 30-day VWAP exchange ratio and a 15% premium to Vital's 30-day VWAP as of August 22, 2025[17] - Post-transaction, Crescent shareholders will own approximately 77% and Vital shareholders will own approximately 23% of the combined company[17] - The combined company targets $90 to $100 million in estimated annual synergies within the first 12 months[17] Financial Highlights - The combined entity anticipates generating over $4 billion in free cash flow over the next 5 years[17] - Leverage is expected to be approximately 1.5x at closing, with further deleveraging planned through organic free cash flow and potential divestitures of non-core assets worth around $1 billion[17] - Crescent plans to maintain a quarterly dividend of $0.12 per share[17] - The pro forma company anticipates approximately $3.4 billion in EBITDA for 2025[18] and $1 billion in levered free cash flow[18] Asset Portfolio - The combined company will have a scaled asset portfolio across the Eagle Ford, Permian, and Uinta Basins[16] - Pro forma production is estimated at approximately 397 Mboe/d, with approximately 64% liquids[31] - The company holds approximately 1 million net acres across the Eagle Ford, Uinta, and Permian basins[34]

Transaction Overview - Crescent Energy will acquire Vital Energy in an all-stock transaction, with 1.9062 shares of Crescent exchanged per share of Vital[17] - The pro forma combined enterprise value is approximately $9.1 billion, assuming a Vital equity value of ~$750 million as of August 22, 2025, and the assumption of ~$2.3 billion in net indebtedness[17] - Pro forma ownership will be 77% Crescent and 23% Vital[17] - The transaction is expected to close by the end of Q4 2025[17] Financial and Strategic Benefits - The combined company anticipates strong free cash flow generation of over $4 billion over the next 5 years[17] - Targeting $90 - $100 million of estimated annual synergies over the next 12 months[17] - Expect ~1.5x leverage at close with a path to further deleveraging through organic FCF and ~$1 billion pipeline of non-core divestitures[17] - Pro forma Crescent is positioned as a Top 10 independent producer[15] - The combined company's 2025E production is estimated at ~397 Mboe/d, with ~64% liquids[31] Capital Allocation and Returns - Maintain a $0.12 per share quarterly dividend[17] - The acquisition is expected to be highly accretive to CFFO, FCF, and NAV per share[14] - The company targets a ~50% reinvestment rate to increase free cash flow[37]

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Financial Data and Key Metrics Changes - The company reported consolidated EBITDAX of $338 million and adjusted free cash flow of $36 million for the second quarter [5] - Total production and oil volumes met guidance, despite weather-related impacts reducing daily production by approximately 780 barrels of oil equivalent per day [5] - Capital expenditures for the quarter were $257 million, exceeding the high end of guidance due to accelerated activities and drilling cost overruns [5][6] - Net debt increased by $8 million, while net working capital was reduced by $41 million [12] Business Line Data and Key Metrics Changes - The company executed three Horseshoe wells using water-based fluids, achieving significant cost savings [6] - Completion stage architecture improvements led to a 9% reduction in pumping cycle times, saving $13 per foot [7] - The company drilled the longest wells in its history, including a lateral of 16,515 feet, and set records for feet drilled in a single day [7][8] Market Data and Key Metrics Changes - The company has hedged approximately 95% of expected second-half oil production at an average price of $69 per barrel, along with hedging for natural gas and other products [14] - The optimization strategy is expected to lower WTI breakevens by about $5 per barrel across 1,300,000 completable lateral feet [10] Company Strategy and Development Direction - The company is shifting from an acquisition-focused strategy to optimizing existing assets, resulting in a 10% reduction in employee and contractor headcount [11][12] - The focus remains on generating adjusted free cash flow and reducing debt to build long-term shareholder value [14] - The company plans to bring 38 wells online by October, with expectations for significant debt reduction in the latter half of the year [13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in generating substantial adjusted free cash flow in 2025, with a target of reducing net debt by approximately $185 million for the remainder of the year [13] - The company is optimistic about capital efficiency improvements and the potential for larger-scale developments in 2026 [20][41] Other Important Information - The company achieved a major milestone by drilling a stacked Horseshoe development, which is believed to be a first in the industry [9] - Sustainable savings from operational efficiencies are expected to deliver an incremental $25 million in cash flow per year [10] Q&A Session Summary Question: Production trajectory into 2026 and capital efficiency - Management highlighted improvements in capital efficiency and successful drilling practices that support production growth into 2026 [18][20] Question: Cost accomplishments and LOE projections - Management discussed ongoing cost reduction initiatives and the impact of transitioning to more efficient lift types [22][24] Question: Production cadence heading into 2026 - Management indicated that production would be high in Q4 2025 but expected a slight decrease in early 2026 due to timing [30] Question: Non-core asset sales and future cadence - Management stated that non-core asset sales are opportunistic and will continue as long as favorable prices are available [33] Question: Net debt trends and leverage outlook for 2026 - Management expects to continue paying down debt in 2026, with a corporate breakeven below $55 per barrel [39] Question: Development program and capital allocation for 2026 - Management confirmed a focus on larger-scale developments and capital efficiency opportunities moving into 2026 [41][42]