공고 • Mar 07
Vitesse Energy, Inc. (NYSE:VTS) completed the acquisition of Lucero Energy Corp. (TSXV:LOU) from M. Bruce Chernoff, FR XIII PetroShale Holdings L.P managed by First Reserve Management, L.P. and others.
Vitesse Energy, Inc. (NYSE:VTS) entered into a definitive agreement to acquire Lucero Energy Corp. (TSXV:LOU) from M. Bruce Chernoff, FR XIII PetroShale Holdings L.P managed by First Reserve Management, L.P. and others for approximately $230 million on December 15, 2024. In this all-stock transaction, each outstanding common share of Lucero will be exchanged for 0.01239 of a share of Vitesse common stock, with approximately 8,175,000 shares of common stock expected to be issued at closing. After closing, existing Vitesse stockholders are expected to own approximately 80% and existing Lucero shareholders are expected to own approximately 20% of the Company on a fully diluted basis. Following closing, acquisition of Lucero is expected to be immediately accretive to Vitesse’s earnings, operating cash flow, free cash flow and net asset value. Upon closing, this acquisition strengthens Vitesse’s financial position with expected near-term Net Debt to Adjusted EBITDA ratio of ~0.3x. In case of termination, Vitesse Energy will pay $15 million and Lucero Energy will pay $10 million. The transaction has been unanimously approved by the boards of directors of both companies. The transaction is subject to approved by the shareholders of both companies. The transaction is subject to approval of the Court of King's Bench of Alberta, the listing of shares of Vitesse’s stock to be issued in the transaction on NYSE and certain other approvals. Vitesse Energy shareholders approved the transaction at special meeting held on March 5, 2025. The transaction is expected to close by the Q2, 2025. As of March 6, 2025, transaction is approved by Lucero's shareholders and received court approval. As of March 6, 2025, the closing of the arrangement is expected to occur on or about March 7, 2025.
RBC Capital Markets Inc. acted as financial advisor and fairness opinion provider to Lucero Energy. Peters & Co., Limited acted as financial advisor and fairness opinion provider to Lucero Energy. Syd S. Abougoush of Burnet, Duckworth & Palmer LLP acted as legal advisor to Lucero Energy. Brian Boonstra and Lamont Larsen of Davis Graham & Stubbs LLP acted as legal advisor to Lucero Energy. Chad Schneider and Dan McLeod of Blake, Cassels & Graydon LLP acted as legal advisor to Vitesse. Michael Swidler and Eileen Boyce of Baker Botts L.L.P. acted as legal advisor to Vitesse. Evercore Group L.L.C acted as financial advisor and fairness opinion provider to Vitesse. Jefferies LLC acted as financial advisor to Vitesse. Lucero and Vitesse have appointed Equiniti Trust Company, LLC to act as the Depositary to handle the exchange of Common Shares. Innisfree M&A Incorporated acted as proxy solicitor to Vitesse and will receive fee of up to CAD 45,000 ($31,252.5), plus reasonable expenses and fees for any additional services. Odyssey Trust Company acted as Transfer Agent for Lucero Energy.
Vitesse Energy, Inc. (NYSE:VTS) completed the acquisition of Lucero Energy Corp. (TSXV:LOU) from M. Bruce Chernoff, FR XIII PetroShale Holdings L.P managed by First Reserve Management, L.P. and others on March 7, 2025. The Vitesse Shares to be issued to former Lucero Shareholders have been approved for listing on the New York Stock Exchange ("NYSE") and will trade under the symbol "VTS." It is anticipated that the Lucero Shares will be delisted from trading on the TSX Venture Exchange following the date hereof. Lucero intends to apply to cease to be a reporting issuer in any jurisdiction in Canada. Effective with the closing of the Arrangement, M. Bruce Chernoff and Gary D. Reaves have been appointed to Vitesse’s Board of Directors. The additions expand Vitesse’s board to a total of nine directors. Vitesse’s leadership team will continue to serve in their respective capacities in the Company.