Greetings. Welcome to the Trusted Energy acquisition of Vital Energy conference call. At this time, all participants will be in listen-only mode. The question and answer session will follow the formal presentation. If anyone this morning should require operator assistance during the conference, please press star zero from your telephone keypad. Please note that this conference is being recorded. At this time, I'll hand the conference over to Reid Gallagher with Investor Relations. Reid, you may now begin. Good morning, and thank you for joining this call covering Vital Energy's transaction with Trusted Energy. Our prepared remarks today will come from our CEO, Jason Pigott, along with Trusted Energy's CEO, David Rockefeller. We'll also have our CFO, Brandi Kendall, and other members of our leadership team available during Q&A. Today's call may contain projections and other forward-looking statements within the meaning of federal securities law. These statements are subject to risks and uncertainty, including commodity price volatility, global geopolitical conflict, our business strategies, and other factors, and may cause actual results to differ materially from those expressed or implied in these statements and our other disclosures. We have no obligation to update any forms of these statements after today's call. With that, I will turn it over to our CEO, David, Good morning, everyone, and thank you for joining us today. We're pleased to announce that Trusted Energy has signed a definitive agreement to acquire Vital Energy in an all-stock transaction, creating a top 10 independent operator with line of sight to an investment-grade rating. Alongside this acquisition, we are increasing our non-core asset divestiture pipeline to $1 billion. With these steps, we are even better positioned. Trusted Energy will have more focus, more scale, and more potential to deliver long-term value to shareholders. Before getting into the merits of the transaction, I want to commend Jason and everyone on the team at Vital Energy for the business that they have built. Trusted Energy is looking forward to integrating Vital Energy's attractive, charming assets into our portfolio and becoming a part of the Midland community. We are proud to welcome the Vital Energy team into the Trusted Energy organization. Turning to the transaction, I would like to start by highlighting the three things I hope you all take away from this call. First, this acquisition represents compelling value, generating attractive cash-on-cash investment returns in line with our target of greater than 2x multiples of invested capital, with the valuation covered by Vital Energy's existing production base and delivering immediate and significant accretion to both near-term and long-term metrics, including more than 20% accretion to five-year free cash flow per share and more than 10% accretion to net asset value per share. Second, as always, we will apply Trusted Energy's consistent strategy to this acquisition. We plan to high-grade capital allocation on Vital Energy's assets by reducing activity and increasing both free cash flow and returns. This is a leveraged accretive business plan. Our approach to pro forma operations, combined with our $1 billion divestiture pipeline, supports our commitment to an investment-grade balance sheet and to our attractive peer-leading return of capital program. Finally, with its scaled entry into the Permian, we significantly expand Trusted Energy's opportunity for future growth, with more than $60 billion of asset acquisition potential surrounding our pro forma footprint. In the Eagle Ford, we have demonstrated our operational efficiency playbook for our accretive growth through acquisition strategy, and we are confident in our ability to continue to execute across our combined portfolio. I will now go over the key terms of the transaction, which is structured as an all-stock deal. Each Vital Energy shareholder will receive 1.9062 shares of Trusted Energy common stock for each share of Vital Energy common stock. Upon closing, which is expected by year-end, Vital Energy shareholders will own approximately 23% of the combined company on a full legal basis. Both boards have unanimously approved the transaction, and major shareholders of both companies are party to agreements serving to support the transaction. Following close, the Trusted Energy board will expand to 12 members with 10 representatives from Trusted Energy and 2 from Vital Energy. As mentioned in my opening remarks, this attractive combination creates a top 10 independent, catalyzing a step change in Trusted Energy's market positioning, with attractive tailwinds from an increased investor pool, incremental index inclusion, and a potential ratings uplift with enhanced scale. The combined company will have an enterprise value of approximately $9 billion and a free cash flow generation capacity comparable to our new top 10 peers. The transaction provides a substantial foothold in the Permian that complements our existing scale positions across the Eagle Ford and the Uinta. Together, the combined company produces nearly 400,000 barrels of oil equivalent per day, with nearly $13 billion of total approved SEC reserves, and has capital allocation flexibility across basins and commodities that support significant and sustainable free cash flow generation through commodity funds. The combined company will hold nearly 1 million net acres across its four core areas, with more than a decade of low-risk development inventory and significant resource upside to support our development programs far into the future. We operate some of the largest positions across both the Eagle Ford and Uinta basins, and this transaction provides a scaled foothold in the Permian, where we see significant opportunity for future growth. Vital Energy contributes substantial and competitive inventory to a pro forma portfolio that generates attractive returns in today's price environment. We also expect to deliver meaningful pro forma efficiencies, including $90 to $100 million of immediate annual savings to further enhance our free cash flow focused operating plan. These savings are straightforward, driven by Trusted Energy's more favorable cost of debt, lower corporate overhead as we eliminate redundant public company expenses, and meaningful interest savings as our operating plan improves returns and free cash flow and accelerates debt repayment. Altogether, the five-year PD10 of our expected synergies is approximately $350 million, which covers about 11% of the headline transaction value. Beyond these immediate savings, we see significant potential for operational efficiency gains across the acquired assets, as well as longer-term cost of capital benefits as we advance towards our goal of being an investment-grade business. These opportunities, while not included in our valuation, represent potential for more than $100 million in incremental annual savings or more than $200 million combined with our base case synergies. We want to give ourselves time to do this right. We've demonstrated our ability to find the gold buried in assets we acquire through efficient execution and improved operating performance, and we are confident in our ability to maximize the value of this transaction for investors. Under our operating plan and including our baseline synergy expectations, we expect five-year cumulative free cash flow well in excess of our combined market cap. We've always had a free cash flow focused business model, and our strategy applied to these assets creates compelling value for all shareholders. With our increased base of free cash flow, our capital allocation priorities remain consistent with a continued focus on putting our investors first. As we always say, priorities 1A and 1B with free cash flow are maintaining a strong balance sheet and returning capital to our shareholders. Through this transaction, we will maintain our fixed $0.12 per share quarterly dividend, which offers an extremely compelling yield versus our peers, as well as our existing $150 million buyback authorization. This transaction enhances our investment-grade quality balance sheet with an improved credit profile driven by increased scale and our leverage accretive business plan, and it makes Trusted Energy the largest liquids-weighted producer yet to receive an investment-grade rating. We have no financing requirements associated with the transaction, and at closing, we expect to maintain our current leverage of 1.5 times within the bounds of our target leverage range of 1- 1.5. We also have $1.5 billion of liquidity. On top of our substantial cash flow generation, we see significant opportunity to drive value and accelerate further de-leveraging through incremental asset divestitures. We announced a $250 million divestiture pipeline in the fourth quarter of last year, and we now see $1 billion of divestiture opportunity in the pro forma company. With our strong balance sheet, substantial free cash flow, and a highly executable divestiture pipeline, we continue to advance towards our ambition of being an investment-grade business. We have a proven track record of returns-driven growth through M&A, averaging three acquisitions per year over the last decade. We hold ourselves accountable to a consistent underwriting criteria, and we've demonstrated our ability to acquire and integrate successfully. With our consistent strategy, we've more than tripled production and grown annual cash flow more than fivefold since our public listing about four years ago, all while maintaining the strength of our balance sheet and increasing our credit ratings. Our recent success in the Eagle Ford highlights our value proposition of thoughtful investing, efficient integration, and operational improvement to build a basin leading position. We saw a highly fragmented basin with a compelling growth opportunity, and we got to work executing on a transformative series of transactions, completing seven acquisitions over two years to more than triple our asset footprint, production base, and inventory. We integrated each asset seamlessly, and we relentlessly pursued operational efficiencies, driving approximately $200 million in annual synergies across these recent acquisitions. We consistently execute our playbook for M&A success, and this transaction offered the unique opportunity to use it in a basin with the largest acquisition opportunity set remaining in the lower 48. The addition of a scaled Permian position significantly expands Vital Energy's scope for accretive growth. We now have more than $60 billion of potential growth opportunities surrounding our pro forma footprint in the Eagle Ford and Permian, and we are confident in our ability to capitalize on it. With that, I'd like to welcome Jason to share a few thoughts before we close. Thanks, David. This is an exciting new chapter for Vital Energy and a compelling value proposition for our shareholders, providing attractive value and accelerating our trajectory in a larger and better positioned combined business. This transaction is fully aligned with the strategies we've consistently pursued, creating long-term value through responsible growth and capital discipline. Our investors will be part of a combined company that is extremely well positioned in our sector with a scaled asset portfolio across premier basins, a strong balance sheet, significant free cash flow generation supporting peer-leading dividend, and a large opportunity set for future growth. In addition to the financial and strategic metrics, our company shares similar values and a commitment to safe and responsible operations. With those shared principles and complementary strengths, I am confident this combination will create meaningful and lasting value for all stakeholders. I also want to express my sincere gratitude to the employees of Vital Energy. Your dedication, hard work, and commitment have built a company we can all be proud of, one with high-quality assets, operational excellence, and integrity and discipline. Without you, we wouldn't be in a position to make a transformative step for our business. With that, I'll turn the call back over to David. Great. Thank you, Jason. Before we close, I want to reiterate the three things I hope everyone takes away from this conversation. This combination presents a ton of value for our shareholders, attractive acquisition returns, and significant accretion across all key financial metrics. Second, we plan to align these assets under our consistent strategy with lower activities, higher returns, and higher free cash flow, plus a $1 billion divestiture pipeline to maximize value for investors and accelerate our path to investment grade. Finally, the $1 billion is a potential opportunity surrounding the pro forma dividend, and we are confident in our ability to continue to grow the business creatively from here. This acquisition and our $1 billion non-core asset divestiture pipeline are transformative for our business. There is no change to our strategy. With these steps, we are in a better position. Vital Energy will have more focus, more scale, and more potential to deliver long-term value to shareholders. We have been working hard to deliver. With that, I will end and move to the next Q&A. Thank you. For now, let's get back to the question and answer session. If you'd like to ask a question at this time, you may press star one for feedback, and a confirmation column indicates your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, please remember to pick up your handset before pressing the star keys. One moment to include all the questions. Thank you. The third question is from the internal audience near the room with William Lamb. Please raise your finger for questions. Hello, David. Dave, congrats and thank you for your time here. It's obviously taking care of you all. David, my first question is, because I obviously know the Vital assets quite well as a period, how you and the team believe the Vital assets will immediately start to compete with core capital? Is it fair to say that if you get good, we'll build another core talent for inventory, or how do you see this? Yeah, good question. I would say it's a really phased fold within our business plan. I think we look at it as adding incremental oil inventory to the business. Yes, I'm very strongly convinced. As you heard us say, we are going to significantly reduce activity on those assets, and we think that's going to allow us to high-grade the development within the context of our broader plan and our core assets. David, in that same vein, I think you probably can look at some of the sales because you know if you decide you had one in the middle of Delaware, and these assets are. Just trying to think of how you sort of perform on DNC going forward. Yeah, I'd just like to see where we can sort of start drawing any helpful outlines. Thanks. Just generally, just so you have some context, Vital Energy's been running about four rigs, and we see a program that's more likely in the one to two rigs. Okay. If I could take one last one, just on the assets for the non-core, is that something that you're planning? If you have a timeline on that, is there any assets you could talk about that you've already identified? Yeah. We started the first of what I'll call a streamlining company in the fourth quarter, and what you're hearing from us is that we're confident in the pipeline and our ability to capture value sooner rather than later. Very good thing, sir. The next question is on the line of Tim Brissett with KeyBanc Capital Markets. Let's see if you have your questions. Hey, good morning, folks, and thanks for taking the question. We caught the Permian entry, the interesting, especially in light of the hire of your COO in May, who had significant experience there. Can you talk about the change? What made you decide that being an Eagle Ford share consolidator, you know, was not going to be the path forward that you're going to carry? We're constantly trying to pay attention to that, in particular areas that we think fit our operating skill set and assets we can fold into our plan. We generally don't think this is a change in terms of operating profile or business strategy. We're getting great value out of the business, and yes, we're looking for no change there. We see these opportunities and we'll be in a better position as a company following this acquisition. I think what you're hearing from us with both this transaction and the divestiture program is, as I said in the earlier remarks, I think we're getting more scale, but also more focus and bigger opportunity around both, you know, the Permian and Eagle Ford going forward. Okay. I appreciate that. David, in the past, you talked about being closer to one to one and a half times leverage because of the low PD10 according to the business. I believe it went from 19- 25 with Silver Bow. How does that change? You haven't said what you're going to sell, but it's likely that the market's shadowing a conventional ROC, so these more mature assets will leave. How do you think about pro forma leverage if you're willing to hire PD10 according to this? Definitely think just to get to the decline up front, we're still committed to what I would call our core targets of a 50% or lower reinvestment rate and a 25% decline rate. While you're correct that our conventional assets have had a traditionally lower decline, it's a really small part of the business. You'll see that through the cycle, we've acquired share assets that were still 20% down. A lot of times we acquire assets that were operating in a different business plan that come into the company at a higher decline rate, and then we manage that into our position. That's in terms of strategy or asset profile and portfolio, maybe worth hitting up front. Turning to the leverage question specifically, our standalone business is 1.5x leverage today and on a great path. We expect to fully repay the RDL by year-end. Vital Energy is above our 1.5x target, but we expect to close at 1.5x given the free cash flow generation from both businesses. Obviously, the $1 billion pipeline of divestitures, we feel confident about that adding to the balance sheet as well. The other thing I would highlight to your question, we've got confidence in the balance sheet management. It comes from over a decade of running the business with average leverage of 1.2x. As we've talked about together before, it may take a bit longer at lower prices or a bit faster at higher prices, but we're committed to the strategy, and we'll get there. I appreciate the comments. Thank you. Our next questions are from the line of Charles Meade with Johnson Rice. Please proceed with your question. Yes, good morning, David, to you and the Trusted Energy and the Vital teams. Picking up on that point of debt management, I understand the details are going to need to wait for post-close, but can you give us an idea of what you would regard as kind of positive mileposts or positive achievements post-close in 2026 on the debt front, what that would look like? Yeah, I think in general, the business generates significant free cash flow. Hopefully, what you're hearing very strongly from us is that combined, we're going to have a significant increase in free cash flow driven partly by lower activity and higher returns. Going forward, we just expect to continue to delever out of free cash flow. The business is well positioned. I'll just maybe give one great example of what we hope you'll continue to hear from us. In the second quarter, we paid down a couple hundred million in debt and used 80%+/- of the free cash flow targeted to debt repayment. We feel very good about it. Got it. Thank you. To the point about reducing activity on the Vital Energy assets, can you elaborate a bit more on that? Is this just kind of harmonizing the reinvestment on those assets with your existing philosophy of this, you know, going from four to one to two rigs? Is this also, you know, you're going to keep the best kind of projects? Is there an element of this that some of those projects, for rigs three and four, for example, aren't going to, you know, wouldn't compete in the combined company portfolio? Yeah, as a starting point, we would say we find this asset position really attractive. Just to confirm for you, we're going to bring it into our business strategy and operate it how Trusted Energy operates. That is different than others in the industry. First of all, I'd say that Vital Energy's strategy had included more growth through the Dilbert approach along with the acquisitions they were doing. That just hasn't been our style from the beginning. We're going to maximize cash flow and returns here. The other thing I think worth highlighting is we also like to take our time. We think there's great capital projects to do here. As we look at this business, we want to do this right. Taking your time and being able to high-grade inventory plan within the context of our broader portfolio and then also integrate and high-grade among the opportunities we have to develop is just the way we like to do things. I'm confident that we're going to be successful. We have high conviction around the quality of the inventory available to us here, but we're just going to take it slower, and we think that's going to be better for all shareholders. Great. Thanks for the detail. Our next questions are from the line of Michael Beyer with Stephens. Please raise your question. Good morning and congratulations. David, you mentioned some upside on the operations. I just wanted to see if you could provide any more color on things you might attack there to increase that synergy target number. Yeah, great question. Obviously, we've got a lot of confidence in the first $100 million, and we're really focused on that second $100 million. We didn't include these in the base underwriting, but what I would say is we've been able to get these same things in prior acquisitions, and the same potential exists here. Again, back to some of the comments about inventory high grading as well, we're going to give ourselves the time to get it right. I think it's across everything: LOE, DNC efficiencies. We've brought different completion practices to every acquisition, and I think it's the normal playbook, just going to take us some time to get things integrated and optimized. We're excited about the opportunity, but we know we need to go get after that. Thank you for that. I'm assuming, as you mentioned, you look at everything. I'm sure you've looked at other Permian opportunities. You've even owned some Permian assets in the past. I wanted to ask, what made Vital Energy the right one to transact on at this point? I mean, not every day you can obviously do an all-stock transaction that's accretive, but is there anything beyond valuation that you can point to that really tells us why this deal made sense at this time? Yeah, it's both from the entry point for us and the significant upside, just a really attractive, compelling investment opportunity. We think the combined company is great for all the shareholders. Everything with us starts with investment returns and no difference here. To your point, we do look at everything, but we also think about what's the ability for us to drive operational performance and future growth. We want to be scaled. The team at Vital Energy put together an attractive position that really lends itself to our operating strategy. We're excited about what we can do, just bringing it in again to how we like to operate from a free cash flow perspective. It's just a huge area and opportunity for further consolidation, just like we pursued in the Eagle Ford. We think the resource in this basin is tremendous. We've looked at it for a long time. I think we're very good at being disciplined and patient, and this was a great chance for us to get in with what I'll call a set of assets that fit us really well for our operating philosophy. Thank you, David. Our next question is from the line of John Abbott with Wolfe Research. Please receive your questions. Hey, good morning, and thank you for taking our question. I guess at this point in time, you're not really providing quote off pro forma guidance, but Vital really didn't have any sort of timeline to pay cash taxes. I guess the question for you, Brandi, is what is the potential benefit to Trusted Energy on the tax side from this transaction? Hi, John. Good morning. I would say at a high level, no anticipated changes to the guidance we've provided on our Q2 earnings with respect to cash taxes. As a pro forma business, we don't anticipate being a material cash tax payer over the next couple of years, with the caveat being that that's highly dependent on commodity prices and ultimate capital programs. I would say no change to what we would have talked about a couple of weeks ago. My follow-up question will be on the $1 billion in non-core asset divestitures. You have the $250 million card you've been able to execute on. There is commodity volatility out there. There is some concern prices for oil could be lower towards the end of the year. How do you think about divestitures and commodity volatility? When you look at your assets, does some sort of sale of your mineral business make sense at this point in time? Yeah, great question. The first thing, our three core areas where we see the most growth potential pro forma are the Eagle Ford, the Permian, and the Uinta. Everything else, we constantly evaluate for opportunities to maximize value. I think the most clear way I can answer your question on volatility and timing is, as I said earlier, we announced the divestiture program in the fourth quarter of last year. We have been very active in the market, and I would say feel very good and confident about the pipeline increase that we've announced today. I think our focus and ability to capture value sooner rather than later is something we're trying to convey. Thank you very much for taking our questions. Thank you. At this time, we appreciate our question and answer session. I'll hand the call to David Rockefeller for closing remarks. Great. Thanks, everybody. Again, we want to welcome the entire Vital Energy team, and I appreciate Jason Pigott sitting here with me today as we were able to share this great news with both of our shareholders. We look forward to getting the transaction closed appropriately and getting after the combined business together, making sure that investors get a great outcome across the board. We look forward to keeping you up to date, and thank you for joining us. This will conclude today's conference. Let me disconnect your lines at this time. We thank you for your participation and have a wonderful day.
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