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Crescent Energy Co. announced Monday it will acquire Vital Energy Inc. in a landmark all-stock transaction valued at $3.1 billion, including Vital’s net debt. The deal, unanimously approved by both companies’ boards, is expected to significantly reshape the U.S. oil and gas sector.

The transaction, backed by legal guidance from Kirkland & Ellis LLP, Richards Layton & Finger PA, and Vinson & Elkins LLP, will grant Vital shareholders 1.9062 shares of Crescent Class A stock for each Vital share. That figure reflects a 15% premium over Vital’s 30-day trading average as of Aug. 22.

When the dust settles, Crescent shareholders will control roughly 77% of the combined company, leaving Vital investors with the remaining stake.

Driving Scale and Strategy

Crescent’s chairman John Goff heralded the acquisition as “transformative,” reinforcing the company’s momentum as one of the top ten independent operators in the U.S. and bringing it closer to an investment-grade credit rating.

Crescent CEO David Rockecharlie emphasized that the Vital deal fits seamlessly into its cash flow-focused strategy, alongside a $1 billion non-core divestiture pipeline. “More focus, more scale and more potential to deliver long-term value,” he said.

The move comes on the heels of Crescent’s $2.1 billion acquisition of SilverBow Resources Inc., which closed ahead of schedule last year, signaling the firm’s appetite for aggressive yet strategic expansion.

Vital’s Role in the Merger

Based in Tulsa, Oklahoma, Vital Energy specializes in oil and natural gas development across the Permian Basin. Its CEO Jason Pigott said the merger will create a “premier, scaled, mid-cap operator” capable of applying best practices across broader operations and maximizing efficiency.

The combined firm will retain headquarters in Houston, with Goff as non-executive chair and Rockecharlie continuing as CEO.

Advisory Teams Behind the Scenes

A network of high-profile advisers is orchestrating the deal:

• Jefferies serves as lead financial adviser to Crescent, alongside Evercore and Intrepid Partners for the board’s special committee.

• Houlihan Lokey and J.P. Morgan Securities LLC are advising Vital, with Lazard serving independently.

• Legal teams include Kirkland partners Doug Bacon, Kyle Watson, Gabrielle Sumich, and Vinson & Elkins partners Doug McWilliams, Lande Spottswood, Thomas Zentner.

The deal is expected to close by year-end 2025, pending regulatory and shareholder approvals.