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Vital Energy Announces Conversion of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock

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Vital Energy (NYSE: VTLE) announced the mandatory conversion of its 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock into common stock. The conversion will take place on June 4, 2024, and will not require any action from the holders of the Series A Preferred Stock. As of May 28, 2024, there were 1,575,376 shares of Series A Preferred Stock outstanding. Each share of Series A Preferred Stock will convert into one share of common stock. Following the conversion, the Series A Preferred Stock will cease to exist, and all associated rights will terminate.

Positive
  • Conversion simplifies capital structure by eliminating Series A Preferred Stock.
  • No action required from shareholders, indicating a smooth transition.
  • Converts 1,575,376 shares of Series A Preferred Stock into common stock, increasing liquidity.
Negative
  • Potential dilution of existing common stockholders' equity due to the increase in common shares.
  • The fixed conversion ratio may not reflect the current market value, potentially undervaluing the preferred shares.

Insights

Vital Energy's announcement to convert its 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock into common stock signifies a notable shift in the company's capital structure. This move is particularly relevant for current holders of the preferred stock and potential investors in the company's common stock.

From a financial viewpoint, this conversion is generally a strategic effort to simplify the company's equity structure. Preferred stock often carries special rights and privileges, including fixed dividend payments. By converting these into common shares, Vital Energy might be aiming to reduce its dividend obligations, thereby potentially increasing free cash flow. This could be seen as a positive move for the company’s liquidity and financial flexibility in the long-term.

For existing holders of the preferred stock, the key consideration is the loss of the 2.0% cumulative dividend. While they will now own common shares, which might offer greater growth potential, they will no longer have the fixed income security provided by the preferred shares. This shift could be favorable or unfavorable depending on the individual investor's risk tolerance and income needs.

It's also important to consider the potential dilution effect. The conversion will increase the number of outstanding shares of common stock. Dilution can reduce the value of existing common shares, as the company’s earnings will now be spread over a larger number of shares. However, if the market perceives this conversion as a strategic move towards a more robust capital structure, the negative impact of dilution might be offset by positive sentiment and increased investor confidence.

Investors should monitor the stock's performance post-conversion to gauge market reaction and assess any changes in trading volume and volatility.

This conversion of Vital Energy’s Series A Preferred Stock to common stock can have several implications for the market dynamics and investor sentiment.

Firstly, the transition from preferred stock to common stock can be viewed as a step towards simplifying the company’s structure and making it more attractive to a broader pool of investors. Preferred stocks are a hybrid between bonds and common stocks and not all investors are comfortable with their complexities. Common stock, on the other hand, is more straightforward and widely understood, potentially increasing the stock's appeal.

Secondly, this move can impact the company’s market capitalization and liquidity. If the newly converted common shares are actively traded, it can lead to greater liquidity and potentially narrower bid-ask spreads. This can be beneficial for retail investors who value the ability to enter and exit positions with minimal slippage.

On the downside, the conversion could exert downward pressure on the stock price in the short term due to the increased supply of common shares. However, this impact might be mitigated if the market views the conversion positively, reflecting confidence in the company’s future growth prospects.

Investors should consider their own investment strategy and whether they prefer the potential growth of common stocks over the stable, albeit lower returns, of preferred stocks. Understanding the market sentiment and potential reactions will be key to making informed decisions.

TULSA, OK, May 28, 2024 (GLOBE NEWSWIRE) -- Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today announced its intention to mandatorily convert all outstanding shares of its 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), into shares of the Company’s common stock, par value $0.01 per share, on June 4, 2024 pursuant to the terms of the Certificate of Designations of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock. Holders of Series A Preferred Stock do not need to take any action. As of May 28, 2024, the Company had 1,575,376 shares of Series A Preferred Stock outstanding.

On June 4, 2024, each outstanding share of Series A Preferred Stock will automatically convert into one (1) share of common stock. The number of shares of common stock issuable on conversion was determined as set forth in the Certificate of Designations.

Upon conversion, the Series A Preferred Stock will no longer be outstanding and all rights with respect to the Series A Preferred Stock will cease and terminate following receipt of the number of shares of common stock issuable upon conversion of the Series A Preferred Stock.

About Vital Energy

Vital Energy, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Vital Energy's business strategy is focused on the acquisition, exploration and development of oil and natural gas properties in the Permian Basin of West Texas.

Additional information about Vital Energy may be found on its website at www.vitalenergy.com

Forward Looking Statements
This press release and any oral statements made regarding the contents of this release contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that address activities that Vital Energy assumes, plans, expects, believes, intends, projects, indicates, enables, transforms, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Such statements are not guarantees of future performance and involve risks, assumptions and uncertainties.

General risks relating to Vital Energy include, but are not limited to, continuing and worsening inflationary pressures and associated changes in monetary policy that may cause costs to rise; changes in domestic and global production, supply and demand for commodities, including as a result of actions by the Organization of Petroleum Exporting Countries and other producing countries (“OPEC+”) and the Russian-Ukrainian or Israeli-Hamas military conflicts, the decline in prices of oil, natural gas liquids and natural gas and the related impact to financial statements as a result of asset impairments and revisions to reserve estimates, reduced demand due to shifting market perception towards the oil and gas industry; competition in the oil and gas industry; the ability of the Company to execute its strategies, including its ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to its financial results and to successfully integrate acquired businesses, assets and properties, pipeline transportation and storage constraints in the Permian Basin, the effects and duration of the outbreak of disease, and any related government policies and actions, long-term performance of wells, drilling and operating risks, the possibility of production curtailment, the impact of new laws and regulations, including those regarding the use of hydraulic fracturing, and under the Inflation Reduction Act (the “IRA”), including those related to climate change, the impact of legislation or regulatory initiatives intended to address induced seismicity on our ability to conduct our operations; uncertainties in estimating reserves and production results; hedging activities, tariffs on steel, the impacts of severe weather, including the freezing of wells and pipelines in the Permian Basin due to cold weather, technological innovations and scientific developments, physical and transition risks associated with climate change, increased attention to ESG and sustainability-related matters, risks related to our public statements with respect to such matters that may be subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential sustainability-related benefits, risks regarding potentially conflicting anti-ESG initiatives from certain U.S. state or other governments, possible impacts of litigation and regulations, the impact of the Company’s transactions, if any, with its securities from time to time, the impact of new environmental, health and safety requirements applicable to the Company’s business activities, the possibility of the elimination of federal income tax deductions for oil and gas exploration and development and imposition of any additional taxes under the IRA or otherwise, and other factors, including those and other risks described in its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). These documents are available through Vital Energy’s website at www.vitalenergy.com under the tab “Investor Relations” or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at www.sec.gov. Any of these factors could cause Vital Energy’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, Vital Energy can give no assurance that its future results will be as estimated. Any forward-looking statement speaks only as of the date on which such statement is made. Vital Energy does not intend to, and disclaims any obligation to, correct, update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Investor Contact
Ron Hagood
918.858.5504
ir@vitalenergy.com 


FAQ

What is the date for Vital Energy's mandatory conversion of Series A Preferred Stock?

The conversion is set to take place on June 4, 2024.

How many shares of Series A Preferred Stock are being converted by Vital Energy?

Vital Energy is converting 1,575,376 shares of Series A Preferred Stock.

What is the conversion ratio for Vital Energy's Series A Preferred Stock?

Each share of Series A Preferred Stock will convert into one share of common stock.

Will holders of Vital Energy's Series A Preferred Stock need to take any action for the conversion?

No, holders of Series A Preferred Stock do not need to take any action.

What happens to the rights of Series A Preferred Stock after conversion in Vital Energy?

All rights associated with the Series A Preferred Stock will cease and terminate following the conversion.

Vital Energy, Inc.

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