Crescent Energy Co (CRGY) investor relations material

Deal rationale and strategic fit

• Creates a top 10 independent, liquids-weighted producer with scaled positions across the Eagle Ford, Permian, and Uinta basins, enhancing long-term growth and resource upside.

• Focuses on free cash flow, disciplined capital allocation, and accretive M&A growth, aligning with a consistent growth-through-acquisition strategy.

• Enhances platform for further acquisitions, with over $60 billion of opportunity in target basins.

• Management and board with deep operating and investing expertise will lead the combined company.

Financial terms and conditions

• All-stock transaction: each target shareholder receives 1.9062 acquirer shares per share, representing a 5% premium to the 30-day VWAP exchange ratio and 15% premium to Vital's 30-day VWAP as of August 22, 2025.

• Target shareholders will own approximately 23% and acquirer shareholders 77% of the combined company on a fully diluted basis.

• Combined enterprise value is approximately $9–$9.1 billion, with $3.1 billion including net debt and nearly $13 billion in total proved reserves.

• No financing required; expected to maintain leverage at 1.5x with $1.5 billion in liquidity and a path to further deleveraging via organic free cash flow and ~$1 billion in non-core divestitures.

Synergies and expected cost savings

• Immediate annual synergies of $90–$100 million expected from cost of debt, reduced overhead, and interest savings, with potential for further operational efficiencies.

• Five-year PV-10 of expected synergies is about $350 million, covering 11% of the transaction value.

• Enhanced capital allocation flexibility and transfer of best operating practices across basins.