LPI Laredo Petroleum Inc

Forge Energy Acquisition

On May 11, 2023, Vital Energy, Inc. (the “Company”) entered into a purchase and sale agreement (the “Forge Energy PSA”) with Northern Oil and Gas, Inc. (“NOG”) and Forge Energy II Delaware, LLC (the “Seller”), pursuant to which the Company and NOG agreed to purchase Seller’s oil and gas properties located in Pecos, Reeves and Ward Counties and related assets and contracts, for an aggregate purchase price of $540 million of cash, subject to customary closing price adjustments. The Company agreed to purchase 70% of the acquired assets for $378 million and will operate the assets, and NOG agreed to purchase the remaining 30% of the assets for $162 million. The Company currently expects to fund the purchase price and related transaction costs with borrowings under its senior secured credit facility.

The Forge 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 late second-quarter 2023, subject to customary closing conditions, with an effective date of March 1, 2023. There can be no assurance that all of the conditions to closing the acquisition will be satisfied. The foregoing description of the Forge Energy PSA does not purport to be complete and is qualified in its entirety by reference to the Forge Energy PSA filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Forge Energy PSA contains representations, warranties and other provisions that were made only for purposes of the Forge Energy PSA and as of specific dates and were solely for the benefit of the parties thereto. The Forge 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 Forge 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.