Civitas Resources, Inc. (NYSE:CIVI) entered into a purchase and sale agreement to acquire Certain oil and gas assets in the Midland basin in Texas from Vencer Energy, LLC for approximately $2.2 billion on October 3, 2023. Total consideration for the Acquisition is approximately $2.1 billion, consisting of approximately 7,181,527 shares of common stock to be issued to Vencer and $1.55 billion of cash, of which $1 billion will be due at closing. The remaining $550 million will be payable on January 3, 2025. Civitas has the option to accelerate the deferred cash payment to the closing of the Acquisition, which would lower the total purchase price by $50 million to $2.05 billion. Civitas plans to fund the cash portion of the purchase price with a combination of debt and equity financings. Civitas Resources, subject to market conditions, intends to offer $987.5 million in aggregate principal amount of senior unsecured notes due 2030 in a private placement to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933. Subject to Buyer?s termination of the Permitted Buyer Hedges contemporaneously with Buyer?s termination of this Agreement, an amount equal to the Hedge Losses associated with the Permitted Buyer Hedges, in an amount up to, but not to exceed, $100,000,000. The transaction is subject to all waiting periods applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated. The Acquisition is expected to close in January 2024 with an effective date of January 1, 2024. BofA Securities is serving as lead financial advisor and J.P. Morgan Securities LLC and RBC Capital Markets are also providing financial advice. Thomas K. Laughlin, Lindsey Jaquillard, Will Bos, Shan Khan, Julian Seiguer, Bryan Flannery, Ieuan List, Mark Dundon and Ryan Phelps of Kirkland & Ellis is serving as legal advisor, and DrivePath Advisors is serving as communication advisor for Civitas. James Garrett, Michael King, John Greer, Adam Kestenbaum, Krisa Benskin, Jim Cole, Jason Cruise, Catherine Ozdogan of Latham & Watkins LLP acted as legal advisor to Vencer Energy, LLC.

Civitas Resources, Inc. (NYSE:CIVI) completed the acquisition of Certain oil and gas assets in the Midland basin in Texas from Vencer Energy, LLC on January 2, 2024. Civitas completed the acquisition for adjusted aggregate consideration of approximately $2.05 billion, which was comprised of (i) $1.0 billion in cash, subject to certain customary purchase price adjustments, (ii) 7,289,515 shares of common stock, par value $0.01 per share, valued at approximately $500.0 million, subject to certain customary anti-dilution and purchase price adjustments, and (iii) $550.0 million in cash to be paid on or before January 3, 2025.