| Item 1.01 | Entry into a Material Definitive Agreement. |
Point Energy Partners Acquisition
On July 27, 2024, Vital Energy, Inc. (the “Company”) entered into a purchase and sale agreement (the “Point Energy PSA”) with Northern Oil and Gas, Inc. (“NOG”) and Point Energy Partners Petroleum, LLC, Point Energy Partners Operating, LLC, Point Energy Partners Water, LLC and Point Energy Partners Royalty, LLC (together, the “Seller”), pursuant to which the Company and NOG agreed to purchase Seller’s oil and gas properties located in Ward and Winkler Counties and related assets and contracts, for an aggregate purchase price of $1.1 billion of cash, subject to customary closing price adjustments. The Company agreed to purchase 80% of the acquired assets for $880 million and will operate the assets, and NOG agreed to purchase the remaining 20% of the assets for $220 million. The Company currently expects to fund the purchase price and related transaction costs with borrowings under its senior secured credit facility.
The Point Energy PSA contains customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of this size and nature, provides the parties thereto with specified rights and obligations and allocates risk among them in a customary manner. The Company expects the acquisition to close in the third quarter of 2024, subject to customary closing conditions, with an effective date of April 1, 2024. There can be no assurance that all of the conditions to closing the acquisition will be satisfied. The foregoing description of the Point Energy PSA does not purport to be complete and is qualified in its entirety by reference to the Point Energy PSA filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Point Energy PSA contains representations, warranties and other provisions that were made only for purposes of the Point Energy PSA and as of specific dates and were solely for the benefit of the parties thereto. The Point Energy PSA is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business or operational information about the Company or Seller or the assets to be acquired from the Seller. The representations and warranties made by the Company and Seller in the Point Energy PSA may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
| Item 7.01 | Regulation FD Disclosure. |
On July 28, 2024, the Company issued a press release announcing the signing of the Point Energy PSA described in Item 1.01 of this Current Report on Form 8-K. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On July 28, 2024, the Company posted to its website, www.vitalenergy.com, an investor presentation. A copy of the investor presentation can be viewed at the website by first selecting “Investors,” then “News & Presentations,” then “Corporate Presentations.”
All statements in the press release, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future
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