Crescent Energy Company (NYSE: CRGY) has struck a $3.1 billion all-stock deal to acquire Vital Energy, Inc. (NYSE: VTLE), positioning the combined business as one of the top 10 independent oil and gas producers in the United States. The merger, unanimously approved by both companies’ boards, will establish a scaled operator with a strategy anchored in free cash flow generation, disciplined capital allocation, and shareholder returns.
The agreement values Vital at a modest premium, with its shareholders receiving 1.9062 shares of Crescent Class A common stock for each Vital share. Upon closing, Crescent shareholders will own roughly 77% of the combined entity, while Vital investors will hold about 23%. The deal, inclusive of Vital’s net debt, represents a significant consolidation move in the energy sector, with closing targeted by year-end 2025 pending shareholder and regulatory approvals.
The transaction is framed as accretive across all major financial metrics, with Crescent projecting $90 million to $100 million in annual synergies right out of the gate. The company also sees room for additional efficiencies as operations are integrated. The deal strengthens Crescent’s already formidable position in the Eagle Ford, Permian, and Uinta basins, giving it more than a decade of high-quality drilling inventory and greater flexibility in capital deployment.
Management emphasized that the acquisition fits squarely within Crescent’s long-standing strategy: acquiring assets at attractive valuations, running them with lower activity levels, and emphasizing free cash flow and sustainable shareholder returns. The merger will also advance Crescent’s goal of sharpening its balance sheet, supported by a $1 billion pipeline of planned non-core asset sales.
The combined company is expected to become the largest U.S. liquids-weighted producer without an investment-grade rating, but Crescent’s leadership underscored its line of sight toward achieving that milestone in the coming years. With the expanded scale and diversified asset base, executives believe the business will be better positioned to weather commodity cycles while maintaining peer-leading dividends.
For Vital, the deal represents both recognition of its progress and an opportunity to accelerate growth. By merging into Crescent’s platform, Vital gains access to broader capital allocation flexibility and a proven framework for free cash flow optimization. The addition of Vital’s resources is anticipated to further strengthen Crescent’s ability to generate stable returns even as the energy sector faces volatility in prices and regulatory pressures.
Governance of the new company will reflect the integration, with Crescent expanding its board to 12 members, including two directors from Vital. John Goff will remain Crescent’s non-executive chairman, and David Rockecharlie will continue as chief executive officer. Headquarters will stay in Houston, reinforcing Crescent’s position as a central player in the U.S. energy heartland.
With U.S. oil and gas companies under increasing pressure to deliver efficiency and capital discipline, this merger highlights the ongoing consolidation trend across the sector. By combining two mid-cap operators into a top-tier independent, Crescent is betting that scale, synergies, and a relentless focus on free cash flow will be the winning formula for long-term shareholder value.