Vital Energy, Inc.

Vital Energy, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Vital Energy, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The Crescent merger closed on 2025-12-15. Each Vital share was converted into the right to receive 1.9062 Crescent Class A shares (cash for fractional shares), and the old Vital shares were cancelled. Vital's credit facility (Wells Fargo agent) was repaid in full, its commitments ended and liens were released. Vital was merged into a Crescent subsidiary, and this filing is made by Crescent Energy Finance LLC as successor. Vital's 2029 and 2030 notes had covenant-stripping amendments signed on 2025-12-12 that only take effect when Crescent's note exchange offers settle. This resolves the merger, the credit facility and the share-conversion threads.

business combination

Vital shareholders approved the Crescent merger at the 2025-12-12 special meeting, with 26,111,925 votes for, 242,604 against and 265,150 abstaining (out of 38,689,952 shares outstanding on the record date). This resolves the open vote thread. Shareholders rejected the non-binding advisory vote on executive merger pay (11,824,680 for, 14,659,405 against), which is advisory only. Vital expects closing on 2025-12-15, subject to remaining closing conditions.

business combination

On 2025-11-12 Vital filed its definitive proxy statement for a virtual special meeting on 2025-12-12 (record date 2025-10-22) to vote on adopting the Crescent merger agreement. The per-share consideration was worth about $18.95 at signing (based on the 2025-08-22 Crescent close) and about $17.08 on 2025-11-10, since it is paid in Crescent shares. The Vital board unanimously recommends a vote in favour, and holders of about 20% of Vital shares are required to vote with the board recommendation under the Henry investor agreement.

business combination

On 2025-08-24 Vital agreed to be acquired by Crescent Energy Company in an all-equity merger. Each Vital share would convert into 1.9062 Crescent Class A shares (cash for fractions), leaving Vital holders with about 23% of Crescent. Closing needs approval from both companies' stockholders, HSR antitrust clearance, an effective Form S-4 and NYSE listing of the new shares; Crescent will add two Vital-designated directors to a 12-member board. This begins the process that would end Vital as a separate public company.

business combination

Vital completed the Point Energy Partners acquisition on September 20, 2024, paying $815.2 million in cash after closing adjustments, funded with borrowings under its senior secured credit facility. This closes the deal announced July 27 with Northern Oil and Gas; the filing mainly supplies Point's financial statements, pro forma financial information and a reserves report.

asset acquisition disposition

On July 27, 2024, Vital agreed with Northern Oil and Gas to buy Point Energy Partners' oil and gas properties in Ward and Winkler Counties for $1.1 billion in cash before adjustments. Vital would take 80% for $880 million and operate the assets, with NOG taking 20% for $220 million. Vital expects to fund it with borrowings under its senior secured credface facility and to close in the third quarter of 2024; the press release says price adjustments of about $75 million are expected and that the credit facility was recently expanded to $1.5 billion. This is a new acquisition, and it is expected to be funded with credit facility debt rather than new stock.

material agreement

Vital issued an additional $200 million of its 7.875% senior notes due 2032 on April 3, 2024, on top of the $800 million issued March 28, bringing the series to $1.0 billion (arithmetic from the two filings). Net proceeds were about $197.2 million and are to be used to repay or repurchase debt, including funding the cash tender offers for its 10.125% 2028 notes and 9.750% 2030 notes, and for general corporate purposes. The filing also furnishes a press release announcing an upsize of the 2030 notes tender offer, but the new size is not in the text provided.

debt financing

Vital closed its $800 million offering of 7.875% senior unsecured notes due April 15, 2032 on March 28, 2024, issued under an indenture with U.S. Bank Trust Company as trustee and guaranteed by Vital Midstream Services, LLC. This completes the notes priced on March 14; interest is paid twice a year starting October 15, 2024. The filing does not itself state how the proceeds were used (the earlier filing said tender offers and/or credit facility repayment).

debt financing

On March 14, 2024, Vital agreed to sell $800.0 million of 7.875% senior unsecured notes due 2032, expected to close around March 28, 2024, for net proceeds of about $786.0 million. The attached launch press release described a smaller $575.0 million size, so the offering was upsized by the pricing. The proceeds, with existing liquidity, are slated to fund cash tender offers for up to $475.0 million of the 10.125% 2028 notes and up to $75.0 million of the 9.750% 2030 notes, and/or to repay credit facility borrowings. This begins refinancing the notes sold in September 2023 with new notes.

material agreement

On February 2, 2024, Vital bought more Henry-related working interests from PEP entities, which exercised tag rights from the September 2023 Henry deal. It paid with 878,690 common shares and 980,272 Series A preferred shares. This is the second tag-along purchase after Granite Ridge and adds further dilution; the preferred still converts on stockholder approval, which Vital intends to seek in May 2024.

asset acquisition disposition

On December 21, 2023, Vital bought additional Henry-related working interests from Granite Ridge entities, which used their tag rights after the September Henry deal. It paid with 627,026 common shares and 595,104 Series A preferred shares. This adds to the share dilution from the Henry deal; the preferred still converts only after stockholder approval, which Vital intends to seek in May 2024. The filing also supplies the acquired businesses' financial statements and pro forma information, closing the earlier open item on those amendments.

asset acquisition disposition

Vital closed the three Permian acquisitions announced September 13: Maple on October 31, Henry on November 5 and Tall City on November 6, which resolves the open question of their closing. It issued 3,012,997 common shares for Maple, 2,145,725 common plus 6,131,381 Series A convertible preferred shares for Henry, and 628,968 common shares for Tall City. A further 357,500 (Maple) and 773,290 (Tall City) shares are held in escrow for possible indemnification claims. The authorized Series A preferred was raised from 4,977,272 to 10,000,000 shares. Existing shareholders are diluted by these issuances, and the preferred converts once stockholders approve.

asset acquisition disposition

Vital closed its $500.0 million offering of 9.750% senior notes due 2030 and a $400.0 million add-on to its existing 10.125% notes due 2028, signing the supplemental indenture for the 2030 notes. If the Henry acquisition is terminated or has not closed by January 11, 2024, Vital must redeem all the 2030 notes at 100% of issue price plus interest. This adds $900.0 million of new unsecured debt alongside the Henry deal announced on September 13.

material agreement

On 2023-09-13 Vital signed three Permian acquisition agreements, all expected to close in Q4 2023. Henry (about 15,900 net acres in Midland, Reeves and Upton Counties) is for about 3.72 million common shares plus about 4.98 million shares of new 2.0% mandatorily convertible Series A preferred stock; the preferred converts automatically once stockholders approve, which Vital intends to seek at its May 2024 annual meeting. Maple (about 15,500 net acres in Reeves County) is for about 3.58 million common shares. Tall City (about 21,450 net acres in Reeves County) is for $300 million cash plus about 2.27 million common shares. Existing shareholders face significant dilution from the new shares; the filing text provided is truncated, so any financing for the cash portion is not confirmed here.

capital raising announcement

On 2023-06-30 Vital completed the Forge Energy II acquisition announced in May. The filing gives no new figures; financial statements and pro forma information are to be filed later by amendment.

asset acquisition disposition

On 2023-05-11 Vital and Northern Oil and Gas agreed to jointly buy Forge Energy II Delaware's properties in Pecos, Reeves and Ward Counties for $540 million cash. Vital takes 70% for $378 million and will operate them, NOG takes 30% for $162 million; Vital expects to fund its share with credit facility borrowings, with closing expected in late second quarter 2023 and an effective date of 2023-03-01. NOG, which bought non-operated interests from Vital in 2022, is now a co-buyer.

material agreement

On 2023-04-03 Vital completed the Driftwood acquisition announced in February, issuing the 1,578,948 shares and entering the registration rights agreement with Driftwood. Financial statements and pro forma information for the acquired business are to be filed later by amendment. The filing does not restate the cash paid.

asset acquisition disposition

On 2023-02-14 Vital Energy (the renamed Laredo) agreed to buy Driftwood Energy Operating's Midland Basin properties, about 11,200 net acres in Upton and Reagan Counties, for $127.6 million cash plus 1,578,948 new shares. The cash is expected to come from cash on hand and credit facility borrowings, and closing is expected in early April 2023; the new shares will dilute existing holders and carry registration rights. The company says the deal is accretive and leverage neutral (management's claim).

capital raising announcement

On 2022-08-16 Laredo agreed to sell part of its working interests in certain non-operated oil and gas properties to Northern Oil and Gas for $110 million, subject to adjustments, effective 2022-08-01. Closing is expected in October 2022 and is subject to conditions; the filing does not say how the cash will be used.

material agreement

On 2022-04-13 Laredo amended its credit facility (Eighth Amendment), raising the borrowing base from $1.0 billion to $1.25 billion and its elected commitment from $725 million to $1.0 billion. It also lifted the bond buyback and distributions baskets from $50 million to $250 million through 2022-12-31 (subject to conditions), added a $25 million energy transition investment basket, and allowed designation of unrestricted subsidiaries. The filing does not say how much is drawn.

debt financing

On 2021-10-18 Laredo completed the Pioneer acquisition announced in September, issuing 959,691 shares to Pioneer as part of the price. Registration rights and voting and support agreements with Pioneer were signed at closing. Financial statements and pro forma information for the acquired assets are to be filed later by amendment.

asset acquisition disposition

On 2021-09-17 Laredo agreed to buy about 20,000 net acres in western Glasscock County, Texas, from Pioneer Natural Resources and affiliates for $160.0 million cash plus 959,691 new shares (about $230 million in total per the press release), effective 2021-07-01. A $20.5 million deposit has been paid; the cash is to come from cash on hand and credit facility borrowings, and closing is expected around 2021-10-18. Pioneer will get registration rights and agree to vote its shares as the board recommends.

capital raising announcement

On 2021-07-16 Laredo sold $400 million of 7.75% senior unsecured notes due 2029, raising about $392.0 million net, intended for general corporate purposes including repaying part of the borrowings on its credit facility. The same day it amended the credit facility (Seventh Amendment), extending maturity two years to July 2025 (springing to 2024-07-29 if any of the 9.5% 2025 notes remain outstanding), raising margins and some fees, and lowering the leverage ratio limit from the quarter ending 2021-09-30. This follows the July acquisition closing, in which the credit facility had been drawn.

debt financing

On 2021-07-01 Laredo closed both deals announced in May: the Sabalo Energy acquisition and the sale of a share of its producing wells to a Sixth Street affiliate. For Sabalo it paid $606 million in cash (after price adjustments) plus 2,507,000 (2,506,964) new shares, and it received $405 million cash from Sixth Street plus possible earn-out payments over six years. The release says 16.1 million shares are now outstanding, 714,526 shares were sold through the ATM program at an average $65.70 for $45.8 million net, the credit facility borrowing base stays at $725 million, and $380 million is drawn with total liquidity of $355 million.

asset acquisition disposition

On 2021-05-07 Laredo agreed to buy Midland Basin properties in Howard and Borden Counties, Texas from Sabalo and Shad for $714.3 million ($624.3 million cash plus 2,506,964 new shares), expected to close around 2021-07-01. To help fund it, it agreed to sell about 37.5% of its interest in certain producing wells in Glasscock and Reagan Counties to a Sixth Street affiliate for $405 million cash plus possible earn-out payments, and amended its credit facility, keeping the borrowing base at $725 million, to permit both deals. Both are subject to closing conditions, and the sale is conditioned on the acquisition closing.

capital raising announcement

On 2021-02-23 Laredo set up an at-the-market program allowing it to sell up to $75.0 million of new common stock over time through Wells Fargo Securities, which takes a 2.5% commission. The company need not sell any shares; proceeds are for general purposes, which may include repaying debt. Any sales would add shares, diluting existing holders.

material agreement

On 2020-10-22 Laredo signed a fifth amendment to its credit facility, keeping the borrowing base at $725 million (the figure set in April) but raising margins and letter-of-credit fees by another 0.500%. It added a weekly repayment requirement when cash exceeds $50 million and lowered the maximum leverage ratio for the main covenant from 4.25 to 4.00 from 2020-12-31, while letting the company buy back up to $50 million of notes under a looser 2.75 ratio test. The filing also gave preliminary third-quarter figures (e.g. $58.2 million of derivative settlements received, 11.7 million weighted-average shares) and mentions a Howard County acreage acquisition, with no further details in the text shown.

debt financing

Laredo said its first-quarter 2020 financial statements can no longer be relied on. A reserve-value calculation omitted transportation costs, so the asset write-down was understated by about $160 million and net income overstated by the same amount, meaning the net income reported in the 2020-05-06 results was too high. The company also said it had a material weakness in internal controls and will amend the 10-Q; the error was limited to the first-quarter estimate.

financial restatement

On 2020-04-30 Laredo signed a fourth amendment to its bank credit facility, cutting the borrowing base (the amount banks will lend against its reserves) from $950 million to $725 million, with borrowing costs and letter-of-credit fees up 0.500%. It also tightened limits on asset sales (10% to 5% of the borrowing base) and, until conditions are met, capped investments, shareholder distributions and note buybacks since 2020-04-01 at $100 million. The same filing announced first-quarter 2020 results (press release says net income attributable to common stockholders of $235.1 million, or $1.01 per diluted share, adjusted EBITDA $116.8 million); this follows the January refinancing, which had already cut the base to about $950 million.

debt financing

On 2020-03-26 the NYSE told Laredo its average share price over the prior 30 trading days was below the $1.00 minimum for listing. It has six months to fix this and says it may consider a reverse stock split if appropriate; shares keep trading under LPI with a '.BC' (below compliance) tag, and the company says the notice does not breach its debt obligations. Delisting is possible if it fails to cure.

listing compliance notice

The $1.0 billion note offering closed on 2020-01-24 with about $982.0 million of net proceeds, and the credit facility's borrowing base was automatically cut to about $950 million. Holders of the 2022 and 2023 notes consented to remove most protective covenants, and the company issued redemption notices: remaining 2022 notes to be redeemed 2020-01-29 at 100% of principal, and untendered 2023 notes on 2020-03-15 at 101.563%. This carries out the refinancing of the January 2022 and March 2023 notes that had been an open thread.

security holder rights change

Laredo priced $1.0 billion of new unsecured notes: $600 million at 9.500% due 2025 and $400 million at 10.125% due 2028, with net proceeds of about $982.0 million expected on closing around 2020-01-24. The money is meant to refinance $450.0 million of 5 5/8% notes due 2022 and $350.0 million of 6 1/4% notes due 2023, pay tender premiums and fees, and for general purposes including paying down some credit facility borrowings. This continues the refinancing of the January 2022 and March 2023 notes noted earlier, at much higher interest rates than the old notes.

debt financing

Vital Energy (then Laredo Petroleum) agreed on 2019-11-04 to buy oil and gas properties from Cordero Energy Resources LLC for $130,250,000, mainly funded by borrowing on its existing revolving credit facility. It put down a $13,025,000 deposit, and closing is expected around 2019-12-12 but is not guaranteed. The same filing reported the third-quarter 2019 results already seen (net loss of $264.6 million including a $397.9 million non-cash impairment); the press release describes the purchase as 7,360 net acres in Howard County.

material agreement

On April 19, 2018 the company amended its senior secured credit facility: the borrowing base rose from $1.0 billion to $1.3 billion, the elected commitment from $1.0 billion to $1.2 billion, and maturity was extended to April 19, 2023 (earlier if the January 2022 or March 2023 notes are not refinanced 90 days before their maturity). Interest margins and letter-of-credit fees fell by 0.750%, and caps on investments, distributions and senior note redemptions were removed subject to conditions. This follows the October 2017 reaffirmation of the $1.0 billion borrowing base.

material agreement

On November 29, 2017 the company redeemed all $500,000,000 of its 7.375% Senior Notes due 2022 at 103.688% of principal plus accrued interest, and the governing indenture was discharged. This completes the redemption called on October 30 after the Medallion sale.

material agreement termination

The Medallion sale closed on October 30, 2017: the company's subsidiary received net cash of about $829.6 million for its 49% stake, before post-closing adjustments and taxes. The company also amended its credit agreement on October 24 to allow redeeming senior notes with sale proceeds, had its $1.0 billion borrowing base reaffirmed, and called all $500.0 million of its 7 3/8% Senior Notes due 2022 for redemption on November 29, 2017 at 103.688%. This completes the sale announced October 2 and starts the debt redemption.

asset acquisition disposition

On October 1, 2017, the company's subsidiary Laredo Midstream Services agreed with Medallion Midstream Holdings (EMG affiliate) to sell 100% of Medallion Gathering & Processing to an affiliate of Global Infrastructure Partners for about $1.825 billion cash. The company's share, for its 49% interest, is about $894 million, with possible extra payments tied to GIP's profit at exit. Closing is expected in the fourth quarter of 2017, subject to conditions including antitrust waiting periods.

material agreement

The company (filing under the name Laredo Petroleum, Inc.) agreed on July 14, 2016 to sell 13,000,000 new shares to underwriters led by Credit Suisse at $10.51275 per share, with an option for 1,950,000 more. It expects about $136.3 million net and plans to use it to repay borrowings under its senior secured credit facility; existing shareholders are diluted by the new shares. This completes the offering whose prospectus supplements were filed on 2016-07-14 and 2016-07-18.

material agreement