The
following table presents the preliminary allocation of the Bayswater Purchase Price to the net assets acquired on March 26, 2025, the
closing date of the Bayswater Acquisition, as adjusted for the closing of the Additional Working Interest Acquisition and the interim settlement statement
on June 6, 2025:
Schedule of Purchase Price Allocation
Preliminary Purchase Price Allocation: | |
(In thousands) | |
Consideration: | |
| | |
Cash consideration (1) | |
$ | 466,402 | |
Common stock issued to the sellers (2) | |
| 16,000 | |
Deposits on oil and natural gas properties | |
| | |
Direct transaction costs (3) | |
| 7,094 | |
Total consideration | |
$ | 489,496 | |
| |
| | |
Assets acquired: | |
| | |
Oil and natural gas properties (4) | |
$ | 526,163 | |
Other assets | |
| 20,246 | |
Acquisition receivable (5) | |
| 14,685 | |
Prepaid expenses, third-party JIB receivable, and other | |
| | |
Assets acquired | |
$ | 561,094 | |
Liabilities assumed: | |
| | |
Accounts payable and accrued expenses (6) | |
$ | (69,270 | ) |
Asset retirement obligation, long-term | |
| (2,328 | ) |
Liabilities assumed | |
$ | (71,598 | ) |
(1) |
Includes
customary purchase price adjustments. |
(2) |
Represents
approximately 3.7 million shares of Common Stock issued to Bayswater. |
(3) |
Represents
transaction costs associated with the Bayswater Acquisition, which have been capitalized in accordance with ASC 805, $6.0 million of which are unpaid as of June 30, 2025 and are presented
in accrued liabilities on the consolidated balance sheet as of June 30, 2025 and as non-cash on the consolidated statement of cash flows
for the six months ended June 30, 2025. |
(4) |
Includes
the asset retirement obligation asset associated with the proved oil and natural gas properties. |
(5) |
Represents
the remaining February 1 through March 25, 2025 revenue, net of operating expenses, due to the Company from Bayswater at final
settlement. |
(6) |
Represents
the amounts associated with the assets acquired in the Bayswater Acquisition unpaid at the closing date and primarily relates to
ad valorem tax liabilities of $27.1 million and suspended revenues of $40.8 million. |
|