Mach Natural Resources LP (NYSE:MNR) entered into an agreement to acquire Oil and Gas Properties, Rights and Related Assets Located in Blaine, Caddo, Canadian, Custer, Dewey, Grady, Kingfisher and McClain Counties, Oklahoma from Paloma Partners IV, LLC, Excalibur Resources, LLC, Paloma Resources, LLC, Travis Peak Resources, LLC, TPR Mid-Continent, LLC for $820 million on November 10, 2023. The total cash consideration of $815 million, subject to customary closing adjustments. In connection with, and concurrently with the entry into, the agreement, the Mach Natural entered into a debt commitment letter, dated November 10, 2023, with a syndicate of financial institutions, pursuant to which the Lenders have committed, subject to satisfaction of the conditions set forth therein, to provide the Mach Natural with a senior secured term loan facility in an aggregate principal amount of $825 million.

Under condition mentioned in the agreement in case of termination, the Mach Natural will receive $3 million. The acquisition is expected to close on December 29, 2023 with an effective date of September 1, 2023. As of December 7, 2023, the transaction is expected to complete in December 2023.

Cyril V. Ryan D. Phelps, Jennifer C. Cornejo, Jones, Christopher S.C. Heasley and Lindsey M. Jaquillard of Kirkland & Ellis acted as legal advisor for Mach. Bryan Edward Loocke, Joclynn Marsh, Matt Dobbins, Hill Wellford, Evan Miller, Sarah Mitchell, David D?Alessandro, Becky Baker, Mike Marek, Jackson O?Maley, Todd Way, John Lynch and James Longhofer of Vinson & Elkins is serving as legal advisor and RBC Richardson Barr is serving as financial advisor for Paloma Partners IV. Latham & Watkins is serving as legal advisor for the term loan participants.

Transaction is accretive to both total cash available for distribution, as well as expected cash distribution per unit.