Vitesse Energy Files 8-K: Material Agreement & Equity Sales

TL;DR

Vitesse Energy signed a big deal and sold some stock on Dec 15th. Check the filings.

AI Summary

Vitesse Energy, Inc. entered into a Material Definitive Agreement on December 15, 2024. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are for the period ending December 15, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for Vitesse Energy, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation into the specifics.

Key Players & Entities

• Vitesse Energy, Inc. (company) — Registrant
• December 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share VTS New York Stock Exchan
• $15,000,000 — ay the other party a termination fee of $15,000,000 and $10,000,000, respectively. Other T
• $10,000,000 — ty a termination fee of $15,000,000 and $10,000,000, respectively. Other Terms of the Arra

Filing Documents

• tm2431551d1_8k.htm (8-K) — 58KB
• tm2431551d1_ex2-1.htm (EX-2.1) — 1215KB
• 0001104659-24-130189.txt ( ) — 1685KB
• vitesse-20241215.xsd (EX-101.SCH) — 3KB
• vitesse-20241215_lab.xml (EX-101.LAB) — 33KB
• vitesse-20241215_pre.xml (EX-101.PRE) — 22KB
• tm2431551d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Arrangement Agreement The Arrangement On December 15, 2024, Vitesse Energy, Inc., a Delaware Corporation ("Vitesse"), and Lucero Energy Corp., a corporation organized and existing under the laws of the Province of Alberta, Canada ("Lucero"), entered into an Arrangement Agreement (the "Arrangement Agreement"), pursuant to which, on the terms and subject to the conditions set forth therein, Vitesse will acquire Lucero in an all-stock transaction, subject to satisfaction of certain closing conditions (the "Arrangement"). The Arrangement will be effected pursuant to, among other provisions, section 193 of the Business Corporations Act (Alberta) (the "ABCA"), and a plan of arrangement (as may be amended from time to time in accordance with the Arrangement Agreement, the "Plan of Arrangement"). Consideration On the terms and subject to the conditions set forth in the Arrangement Agreement, and in accordance with the ABCA and the Plan of Arrangement, at the effective time of the Arrangement (the "Effective Time"), each common share of Lucero (each a "Lucero Share") issued and outstanding immediately prior to the Effective Time (other than Lucero Shares with respect to which dissenters' rights have been validly exercised and not validly withdrawn) will be transferred to Vitesse in exchange for 0.01239 of a share of common stock, par value $0.01 per share ("Vitesse Common Stock"), as may be adjusted pursuant to the Plan of Arrangement, of Vitesse (the "Vitesse Share Issuance"). In no event shall any holder of Lucero Shares be entitled to fractional shares of Vitesse Common Stock. Governance The Arrangement Agreement provides that at the Effective Time, Vitesse will increase the number of directors (the "Board Increase") comprising the Board of Directors of Vitesse (the "Vitesse Board") by two persons and will, unless otherwise agreed in writing by Vitesse and Lucero, fill the vacancies created by the Board Inc

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Vitesse Share Issuance is incorporated by reference herein. The securities to be issued pursuant to the Arrangement Agreement will be issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"), which exempts from the registration requirements under the Securities Act any securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to grant such approval. No Offer or Solicitation This report does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transaction between Vitesse and Lucero or otherwise, nor shall there be any offer or solicitation in any jurisdiction in which such offer or solicitation would be unlawful under the securities laws of any such jurisdiction. Important Additional Information In connection with the proposed transaction, Vitesse intends to file materials with the Securities and Exchange Commission (the "SEC") and Lucero intends to file materials on the SEDAR+ system maintained by the Canadian Securities Administrators ("SEDAR+"). Vitesse intends to file a Proxy Statement with the SEC in connection with the solicitation of proxies to obtain Vitesse stockholder approval for the issuance of stock in the proposed transaction, and Lucero intends to file an information circular and proxy statement (the "Circular") with the TSX Venture Exchange ("TSXV") and on SEDAR+ in connection with the solicitation of proxies to o

Forward-Looking Statements

Forward-Looking Statements Certain statements in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include statements concerning the proposed transaction, including any statements regarding the expected timetable for completing the transaction, the results and effects of the transaction and any other statements regarding Vitesse's or Lucero's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. Forward-looking statements can be identified by words such as "anticipate," "believe," "expect," "if," "intend," "estimate," "probable," "project," "forecast," "predict," "outlook," "target," "aim," "will," "could," "should," "would," "potential," "may," "might," "likely" "plan," "positioned," "strategy," and similar words and expressions.

Forward-looking statements involve significant risks and uncertainties

Forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that stockholders of Vitesse may not approve the Vitesse Share Issuance in the transaction or that shareholders of Lucero may not approve the transaction; the risk that a condition to closing of the transaction may not be satisfied; that either party may terminate the Arrangement Agreement or that the closing of the transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships of Vitesse or Lucero, including those resulting from the announcement or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Vitesse and Lucero; the effects of the transaction, including Vitesse's future financial condition, results of operations, strategy and plans; the ability of Vitesse to realize anticipated synergies in the timeframe expected or at all; changes in capital markets; regulatory approval of the transaction; the effects of commodity prices, including any resulting impact on Vitesse's ability to sustain its anticipated dividend following the closing of the transaction; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the transaction. Additional factors that could cause actual results to differ materially from those anticipated can be found in Vitesse's Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent Quarterly Reports on Form 10-Q, which are on file with the SEC and available from Vitesse's website at ir.vitesse-vts.com, and in other documents Vitesse files with the SEC; and in Lucero's annual information form for the year ended December 31, 2023, whi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit Number Description 2.1* Arrangement Agreement, dated as of December 15, 2024, between Vitesse Energy, Inc. and Lucero Energy Corp. 10.1 Form of Lucero Voting Agreement (included in Exhibit 2.1). 10.2 Form of Vitesse Voting Agreement (included in Exhibit 2.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Vitesse hereby undertakes to furnish supplementally, copies of any of the omitted schedules upon request by the SEC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 19, 2024 VITESSE ENERGY, INC. /s/ James P. Henderson James P. Henderson Chief Financial Officer

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View this 8-K filing on SEC EDGAR