Vitesse Energy, Inc. (VTS) Earnings Call Transcript & Summary

Greetings, and welcome to the Vitesse Energy's conference call to discuss the proposed acquisition of Lucero Energy Corp. [Operator Instructions] Please note, this conference is being recorded. I'd now like to turn the conference call over to the Director of Investor Relations and Business Development at Vitesse, Ben Messier. Thank you. You may begin.

Good morning, and thank you for joining. Today, we will be discussing the proposed acquisition of Lucero Energy Corp. by Vitesse. Our joint press release went out earlier today and an investor presentation regarding the transaction can be found on the Vitesse's website. With me today are Bob Gerrity, Vitesse's Chairman and CEO; our President, Brian Cree; and our CFO, Jimmy Henderson. Before we begin, please be reminded that this call may contain estimates, projections and other forward-looking statements. Please review the cautionary statements in the safe harbor language in our presentation. Now I will turn the call over to Vitesse's Chairman and CEO, Bob Gerrity.

Thanks, Ben, and good morning, everyone. Thanks for joining on such short notice. I am pleased to announce that Vitesse has entered into a definitive agreement to acquire Lucero Energy Corp, which is the parent of PetroShale, a U.S. entity that is focused exclusively on the Bakken play in North Dakota. The acquisition of Lucero is a stock-for-stock deal. We want to extend a very warm welcome to the Lucero's shareholders and employees, and we look forward to a long and prosperous relationship. This is an important transaction for Vitesse that supports our strategy of delivering value through return of capital to our shareholders, primarily through the dividend. Any larger deal that we contemplate needs to make sense on the back of an envelope and meet our rigorous hurdles. The Lucero deal does just that. Following closing, it is expected to be immediately accretive to key financial metrics and bolster the dividend, as both the dividend and coverage ratio are expected to increase following the closing, all while reducing our leverage. We expect to raise our dividend from $2.10 to $2.25 per share on an annualized basis following closing and subject to Board approval. Following the transaction, the Board of Directors will increase to 9 members with Gary Reaves and Bruce Chernoff joining our current Vitesse Board. Both Gary and Bruce are experienced, successful oil and gas investors, and we are thrilled to add them to our team. Vitesse's leadership team will continue to serve in their respective capacities. The transaction has been unanimously approved by both Boards, and we expect the transaction to close by the second quarter of 2025. Additionally, we have put hedges in place to protect the economics of this deal. We are all very excited to welcome Lucero and to this new chapter of Vitesse. And with that, I'll now hand the call over to our President, Brian Cree.

Good morning, everyone, and thanks, Bob. The Lucero team has put together an asset they should be proud of. The talent and hard work is apparent. This asset had approximately 6,400 barrels of oil equivalent per day of 2-stream net production during the third quarter of 2024. The transaction provides an operating leg to our strategy, allowing us additional control over our capital spending. The asset has more than 65 gross producing wells, 2 gross, 1.9 net drilled uncompleted wells and up to 50 gross, 25 net remaining drilling locations in the core of the Bakken and McKenzie and Dunn Counties. These locations will compete for capital along with our nonoperated asset base and funds will be allocated to the highest rate of return projects. As Bob mentioned this morning, we finished hedging a significant portion of the commodity risk associated with this transaction through 2026 at a weighted average price of $67.10 per barrel and have hedged a meaningful portion of our own production into 2026 at a weighted average price of $71.68 a barrel. This transaction creates a company that is stronger together with the asset base and financial resources to deliver strong results for years to come. Thank you for your time, and now I'll turn the call over to our CFO, Jimmy Henderson.

Good morning, everyone, and thanks for joining. We also want to extend thanks to the Vitesse team without who these kind of transactions would not be possible. It's not often that an acquisition can have all the positive impacts immediately like this transaction with Lucero. This all-stock transaction is expected to be immediately accretive to Vitesse's earnings, operating cash flow, free cash flow and net asset value, all of which support our ability to increase the dividend. Clearly, this deal checks all the boxes from a financial perspective. While not driving the economics, we do expect some synergies of around $3 million per year, primarily related to G&A. Equally important, the transaction is anticipated to reinforce and liquefy our balance sheet and expect it to reduce our net debt to adjusted EBITDA to around 0.3x at close. The Lucero asset has no borrowings against it currently, and Lucero has a net cash position of $56 million as of the end of the third quarter of 2024. Their reserves will increase our borrowing base at closing and provides us, obviously, with additional dry powder to pursue more acquisitions and support our ability to pay our dividend. From a corporate scale standpoint, this transaction does 2 things: First, our public float will increase by about 14%, and our trading volume should follow suit. This provides Vitesse access to a broader investor universe. Secondly, with Lucero shareholders owning about 20% of the pro forma company and 2 owners having meaningful insider ownership, our alignment with our shareholder base will increase with First Reserve and Bruce Chernoff adding to our Board, our inside ownership increases to about 30%. Building on the success that Lucero has created, along with Vitesse's asset base, we are well positioned to provide sustainable long-term value. With that, let me turn the call over to the operator for Q&A.

[Operator Instructions] Our first question is coming from Jeff Grampp from Alliance Global Partners.

Congrats on the transaction. Maybe I'll start first on the dividend and the increase that comes along with this. Can you guys talk at a high level, I know it's still subject to Board approval, but what was kind of the, I guess, rough math or thought process regarding what the "right" dividend increase is in the transaction like this? Was this based on targeting a certain payout ratio or what other kind of assumptions or kind of variables you guys take into consideration there?

Jeff, thanks. This is Jimmy. Yes, as Bob mentioned, this transaction is really nice that it both allows us to increase our dividend and increases the coverage ratio, so that we're in a really nice position. And that's really what we're looking at is how much kind of keeping close to our advertised a little over 1x coverage ratio, try to return as much as we can out of our free cash flow to shareholders. But at the same time, strengthening it with this transaction is very helpful. That's primarily what we're looking at.

Got it. Great. And for my follow-up, obviously, taking on an operated position is a bit different than what you guys have done historically, at least at Vitesse, although I think you guys all have operations backgrounds or experience. But can you talk about, I guess, getting comfortable with taking on an operated footprint, I guess, both operationally taking on an operations team and then how you guys think it fits in more strategically at a high level? And how you guys think about managing an operated drilling program going forward?

Yes. Thanks, Jeff. And you're right, we all have deep experience in operations. So our strategy is completely unchanged. Our strategy is to be a dividend payer. And everything that we do supports the dividend. We call it around here that the operated piece just is another arrow in the quiver. It opens up some other potential acquisitions. We did a deep dive on Lucero's operations, and we think they're wonderful. So we're thrilled to have them continue to operate. That team that is currently operating it will continue to operate it. This will allow us an opportunity to control our CapEx. It also allows us to look at different packages. So again, we do everything through the prism of strengthening and expanding our dividend, and this is just a perfect match for it.

Great. And if I can sneak one more in. Does Vitesse have any current exposure to Lucero in the non-op program? Is it material or is it much or if anything?

We do not.

[Operator Instructions] Our next question is coming from John White from ROTH Capital Partners.

Congratulations on your transaction. Looks attractive.