8-K
filed January 17, 2023, 6:59 PM ET
ticker VTS
CIK 0001944558
other material
confidence high
sentiment neutral
materiality 0.80
Vitesse Energy, Inc. (VTS): M&A transaction — Jefferies completes spin-off of Vitesse Energy; Vitesse begins trading independently on NYSE
Vitesse Energy, Inc.
- Jefferies distributed 26.6M shares of Vitesse (94.37% of outstanding) to JEF holders at 1 VTS per 8.49668 JEF shares.
- Vitesse common stock begins regular-way trading Jan 17, 2023 on NYSE under symbol VTS.
- Board expanded to 7 members; Bob Gerrity remains CEO, Brian Cree President, David Macosko CFO, Christopher Humber GC.
- Adopted Long-Term Incentive Plan authorizing up to 3.96M shares; entered into new revolving credit facility.
- Executives granted RSUs: CEO Gerrity 1.65M shares, President Cree 726K shares; 2023 salaries and bonuses set.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Vitesse Energy, Inc. incurred revolving credit.
- Instrument
- revolving credit
- Event
- incurrence
Exact text from the filing
On January 13, 2023, in connection with the Spin-Off, the Company entered into a new revolving credit facility (the “Revolving Credit Facility”), which amended and restated the revolving credit facility of Vitesse Energy, LLC, the predecessor of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Cree changed role as Chief Operating Officer at Vitesse Energy, Inc..
- Action
- will no longer serve
- Role
- Chief Operating Officer
Exact text from the filing
Mr. Cree will no longer serve as Chief Operating Officer following the Spin-Off.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel O'Leary was appointed as Director at Vitesse Energy, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
(i) effective upon the commencement of when-issued trading in Vitesse’s common stock on January 10, 2023, the size of the Board of Directors of the Company (the “Board”) was increased from one to two members and Daniel O’Leary was appointed to fill the vacancy created by the increase in the size of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Friedman was appointed as Director at Vitesse Energy, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
(ii) effective as of the Distribution Date, the size of the Board increased from two to seven members and each of Linda Adamany, Brian Friedman, Cathleen Osborn, Randy Stein and Joseph Steinberg were appointed to fill the vacancies created by the increase in the size of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cathleen Osborn was appointed as Director at Vitesse Energy, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
(ii) effective as of the Distribution Date, the size of the Board increased from two to seven members and each of Linda Adamany, Brian Friedman, Cathleen Osborn, Randy Stein and Joseph Steinberg were appointed to fill the vacancies created by the increase in the size of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bob Gerrity was appointed as Chairman of the Board at Vitesse Energy, Inc..
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
Mr. Gerrity was appointed Chairman of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randy Stein was appointed as Director at Vitesse Energy, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
(ii) effective as of the Distribution Date, the size of the Board increased from two to seven members and each of Linda Adamany, Brian Friedman, Cathleen Osborn, Randy Stein and Joseph Steinberg were appointed to fill the vacancies created by the increase in the size of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Linda Adamany was appointed as Director at Vitesse Energy, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
(ii) effective as of the Distribution Date, the size of the Board increased from two to seven members and each of Linda Adamany, Brian Friedman, Cathleen Osborn, Randy Stein and Joseph Steinberg were appointed to fill the vacancies created by the increase in the size of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Steinberg was appointed as Director at Vitesse Energy, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
(ii) effective as of the Distribution Date, the size of the Board increased from two to seven members and each of Linda Adamany, Brian Friedman, Cathleen Osborn, Randy Stein and Joseph Steinberg were appointed to fill the vacancies created by the increase in the size of the Board
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vitesse Energy, Inc.: Amended and Restated Bylaws became effective (effective 2023-01-13).
- Change
- bylaw amendment
- Effective
- 2023-01-13
Exact text from the filing
The Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”) became effective on January 12, 2023 and January 13, 2023, respectively.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vitesse Energy, Inc.: Amended and Restated Certificate of Incorporation became effective (effective 2023-01-12).
- Change
- charter amendment
- Effective
- 2023-01-12
Exact text from the filing
The Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”) became effective on January 12, 2023 and January 13, 2023, respectively.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vitesse Energy, Inc.: Adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines (effective 2023-01-13).
- Change
- code of ethics
- Effective
- 2023-01-13
Exact text from the filing
In connection with the Spin-Off, and effective on January 13, 2023, the Board adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Vitesse Energy, Inc. completed a disposition involving Jefferies Financial Group Inc. (closed 2023-01-13).
- Action
- disposition
- Counterparty
- Jefferies Financial Group Inc.
- Closing
- 2023-01-13
Exact text from the filing
On January 13, 2023 (the "Distribution Date"), Jefferies Financial Group Inc. ("Jefferies") completed the previously announced legal and structural separation and distribution to its shareholders of all of the outstanding shares of Vitesse Energy, Inc.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Vitesse Energy, Inc. entered into Revolving Credit Facility with Jefferies valued at new revolving credit facility (effective 2023-01-13).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Jefferies
- Value
- new revolving credit facility
- Effective
- 2023-01-13
Exact text from the filing
On January 13, 2023, in connection with the Spin-Off, the Company entered into a new revolving credit facility (the "Revolving Credit Facility"), which amended and restated the revolving credit facility of Vitesse Energy, LLC, the predecessor of the Company.
View on SEC.gov
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