Vital Energy (VTLE) M&A Announcement summary

Deal rationale and strategic fit

• Creates a top 10 independent operator with scaled, high-quality assets across the Permian, Eagle Ford, and Uinta basins, focused on free cash flow and scalable growth.

• The transaction aligns with a strategy of disciplined capital allocation, operational efficiency, and long-term value creation through M&A.

• The combined company will have nearly 1 million net acres and over a decade of low-risk development inventory, supporting future growth.

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

• Both companies share similar values and a commitment to safe, responsible operations.

Financial terms and conditions

• All-stock transaction: Vital shareholders receive 1.9062 Crescent/Trusted shares per Vital share, a 5% premium to 30-day VWAP and 15% premium to Vital's 30-day VWAP as of August 22, 2025.

• Pro forma enterprise value of $9.1 billion; post-transaction, Crescent/Trusted shareholders own 77% and Vital shareholders 23%.

• Assumes Vital equity value of ~$750 million and ~$2.3 billion in net indebtedness.

• No financing requirements; expected to maintain leverage at 1.5x, within the 1-1.5x target range.

Synergies and expected cost savings

• Immediate annual synergies of $90–$100 million expected from lower cost of debt, reduced overhead, and interest savings.

• Five-year synergy value (PD10) estimated at $350 million, about 11% of the transaction value.

• Additional potential for $100 million+ in incremental annual savings through operational efficiencies.

• Enhanced free cash flow generation and improved capital allocation support peer-leading dividends.