Under the terms of the merger agreement, each share of Vital common stock was converted into the right to receive 1.9062 shares of Crescent Class A common stock, with cash paid in lieu of fractional shares. Crescent described this exchange ratio as representing a 5% premium to the 30-day volume-weighted-average-price (VWAP) exchange ratio and a 15% premium to Vital's 30-day VWAP as of August 22, 2025. The joint press release characterized the transaction as valued at approximately $3.1 billion, inclusive of Vital's net debt. Separately, the companies' investor presentation showed a pro forma enterprise value of approximately $9.1 billion for the combined company (Crescent standalone enterprise value of approximately $6.1 billion plus Vital standalone enterprise value of approximately $2.9 billion), with combined 2025E EBITDA of approximately $3.4 billion and pro forma balance-sheet leverage (net debt to LTM EBITDA) of approximately 1.5x expected at closing.
The deal was structured as an all-equity transaction with no cash component to shareholders. Upon completion, Crescent shareholders owned approximately 77% of the combined company and former Vital shareholders owned approximately 23%, on a fully diluted basis. Vital's outstanding stock options and time-based restricted stock awards were converted into or settled in Crescent equity or cash based on the exchange ratio, while certain cash-settled performance stock units and director deferred stock awards vested and were cashed out based on Vital's pre-closing closing stock price. Crescent's board of directors increased to 12 members, adding two directors designated by Vital; John Goff continued as Non-Executive Chairman and David Rockecharlie continued as CEO of the combined company, which remained headquartered in Houston.
Crescent disclosed it was targeting $90 million to $100 million of estimated annual synergies to be realized within the first 12 months following closing, described in the investor presentation as encompassing cost-of-capital, overhead and capital-allocation benefits, with additional unmodeled potential from operational efficiencies (drilling-and-completion efficiencies, reduced small-pad development and lease-operating-expense efficiencies) that management said were not included in the transaction underwriting. The presentation also cited combined levered free cash flow generation of more than $4 billion over the next five years and said Crescent intended to maintain its existing $0.12 per share quarterly dividend.
In the joint press release, Crescent Chairman John Goff said the acquisition was "transformative for Crescent and consistent with our strategy," adding that it "cemented the company as a top ten independent, with line of sight to an investment grade credit rating." Crescent CEO David Rockecharlie said the deal represented "compelling value for all shareholders, with attractive acquisition returns and significant accretion across all key financial metrics," and that the combination gave Crescent "more focus, more scale and more potential to deliver long-term value to shareholders." Vital CEO Jason Pigott said the combination would "create a premier, scaled, mid-cap operator with significant efficiencies across a larger asset base" with "more capital allocation flexibility across a vast development inventory." Crescent also said it was increasing its non-core divestiture pipeline to $1 billion as part of the post-closing plan.
According to the definitive joint proxy statement/prospectus (DEFM14A) filed November 12, 2025, Houlihan Lokey, acting as one of Vital's financial advisors, performed a selected-companies analysis applying enterprise-value-to-CY2025E and CY2026E Adjusted EBITDAX multiples to peer sets for both Vital (including Chord Energy, Civitas Resources, Coterra Energy, Devon Energy, Diamondback Energy and others) and Crescent (including Baytex Energy, Civitas Resources, Magnolia Oil & Gas and SM Energy), deriving implied per-share value ranges and corresponding implied exchange-ratio ranges that bracketed the agreed 1.9062x exchange ratio. The proxy's "Background of the Mergers" section describes an extended process in which Vital's board and management, dating back to September 2024, received and evaluated inbound interest from at least ten other named counterparties (referred to in the filing as Company A through Company J, publicly traded and privately held oil and gas companies and trading firms) regarding potential strategic transactions involving some or all of Vital's asset base, before ultimately agreeing to the Crescent transaction.
The merger agreement provided for a termination fee of $22.5 million payable by Vital to Crescent, and a termination fee of $76.9 million payable by Crescent to Vital, in each case under specified circumstances such as a change of board recommendation or pursuit of a superior competing proposal. The outside date for closing under the merger agreement was March 31, 2026, though the transaction closed well ahead of that date. Closing was conditioned on, among other things, approval by both companies' stockholders, expiration or termination of the HSR Act waiting period, effectiveness of Crescent's Form S-4 registration statement, and NYSE listing approval for the Crescent shares issued in the merger.
On financial and legal advisors: Jefferies LLC served as lead financial advisor to Crescent, with Evercore also serving as a financial advisor to Crescent; Kirkland & Ellis LLP served as Crescent's legal counsel. Intrepid Partners, LLC served as financial advisor to a special committee of independent Crescent directors, with Richards, Layton & Finger, P.A. serving as that special committee's legal counsel. Houlihan Lokey and J.P. Morgan Securities LLC served as joint financial advisors to Vital, with Vinson & Elkins LLP serving as Vital's legal counsel. Lazard served as an additional, independent financial advisor to Vital.
At the December 12, 2025 special meeting, Vital's stockholders approved the merger proposal by a vote of 26,111,925 shares for, 242,604 against and 265,150 abstaining. A separate, non-binding advisory proposal on merger-related executive compensation did not receive the required affirmative vote. The merger closed three days later, on December 15, 2025, completing the transaction.