M&A - Vitesse Energy, Inc.

Form Type: DEF 14A

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023979

Filing Summary: Vitesse Energy, Inc. filed a proxy statement for its 2025 Annual Meeting of Stockholders scheduled for May 1, 2025. The document details the agenda including the election of directors, ratification of the independent registered public accounting firm, and approval of an amendment to the Long Term Incentive Plan. Notably, it includes information about the recent acquisition of Lucero Energy Corp. in an all-stock transaction that closed on March 7, 2025, where Lucero shareholders received Vitesse common stock. This acquisition adds to Vitesse’s assets in the Bakken and Three Forks formations. The proxy statement outlines the voting procedures, the importance of proxies, and the requirements for a quorum. The company emphasizes the importance of voting both before and during the virtual meeting, and encourages participation in a format that allows for stockholder questions. Key management, including Chairman Robert W. Gerrity, have endorsed the proposals to be voted on.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925022548

Filing Summary: On March 7, 2025, Vitesse Energy, Inc. completed its acquisition of Lucero Energy Corp., with Lucero becoming a wholly-owned subsidiary of Vitesse. This acquisition was executed via a plan of arrangement under Alberta law, where each Lucero share was converted into a fraction of Vitesse common stock. As a result, the total outstanding shares of Vitesse increased significantly, with Lucero shareholders owning approximately 20% of the combined company on a fully diluted basis. Additionally, the document details a Credit Agreement Amendment that facilitated this transaction and increased Vitesse's borrowing capacity. The Board of Directors was also expanded with the appointment of two new directors as part of the arrangement.

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Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925020919

Filing Summary: On March 5, 2025, Vitesse Energy, Inc. held a special meeting of its stockholders where they voted on two proposals: the Stock Issuance Proposal and the Adjournment Proposal, both related to the acquisition of Lucero Energy Corp. Vitesse will issue shares of its common stock to Lucero shareholders as part of the transaction, making Lucero a wholly owned subsidiary of Vitesse. The Stock Issuance Proposal received approval from the majority of votes cast, as did the Adjournment Proposal. The meeting had a quorum with 20,984,923 shares present out of 30,395,464 outstanding shares. Further completion of the acquisition is subject to additional conditions, including approval from Lucero shareholders.

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Form Type: DEFM14A

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925007784

Filing Summary: Vitesse Energy, Inc. has proposed a strategic business combination transaction with Lucero Energy Corp. This acquisition will see Vitesse acquiring all issued and outstanding common shares of Lucero, which will subsequently become a wholly owned subsidiary of Vitesse. Each Lucero shareholder is set to receive 0.01239 of a share of Vitesse common stock for each Lucero share held, with certain adjustments as applicable. The transaction is governed under a Plan of Arrangement consistent with Alberta's Business Corporations Act and requires approvals from the Court of King’s Bench of Alberta, as well as from stockholders of both Vitesse and Lucero. It is estimated that post-completion, Vitesse stockholders will hold approximately 80% and Lucero stockholders will hold about 20% of the combined company on a fully diluted basis. A special meeting for Vitesse stockholders is scheduled for March 5, 2025, to vote on key proposals regarding this acquisition, including the Stock Issuance Proposal and an Adjournment Proposal. Vitesse’s Board of Directors has unanimously recommended voting in favor of these proposals, emphasizing the advantages of the arrangement while addressing associated risk factors. Proxy materials are being sent out, urging stockholders to vote promptly to ensure their shares are represented during the meeting.

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