v3.26.1
Acquisitions and Divestitures
6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
Acquisitions
IKAV Acquisition
On July 9, 2025, the Company entered into a membership interest purchase agreement (the “IKAV Purchase Agreement”) with VEPU Inc. and Simlog Inc. (collectively, the “IKAV Sellers”), pursuant to which the Company would acquire one hundred percent (100%) of the IKAV Sellers’ membership interests in certain rights, titles and interests in oil and gas properties, rights and related assets located in certain designated lands in the San Juan Basin of New Mexico and Colorado. The transaction closed on September 16, 2025 for consideration of approximately $759.6 million comprised of (i) $349.8 million in cash and (ii) 30.6 million common units (the “IKAV Unit Consideration”), subject to certain customary purchase price adjustments (the “IKAV Acquisition”). On May 15, 2026, 1.4 million common units from the IKAV Unit Consideration were cancelled as part of customary purchase price adjustments related to the final settlement, and the equity consideration had a final value of approximately $390.8 million.
This purchase was accounted for as a business combination, under the acquisition method, as the Company obtained control of a business by obtaining the legal right to use and develop the oil and natural gas properties included in the IKAV Purchase Agreement, as well as additional oil and gas related assets that can be used to enhance the value of the business. The table below reflects the fair value estimates of the assets acquired and liabilities assumed as of the acquisition date. See Note 8 for additional information regarding fair value measurements. Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):
Initial
IKAV Acquisition
AdjustmentsFinal
IKAV Acquisition
Consideration transferred:
Common units issued30,611,264 (1,422,476)(b)29,188,788 
Closing price of common units on September 15, 2025$13.39 $— $13.39 
Equity consideration$409,885 $(19,047)(b)$390,838 
Cash consideration349,763 1,749 (a)351,512 
Total acquisition consideration$759,648 $(17,298)$742,350 
Assets acquired:
Proved oil and natural gas properties$736,390 $18,925 (a)$755,315 
Accounts receivable66,232 (4,942)(a)61,290 
Short-term derivative assets5,470 — 5,470 
Inventories18,141 (4,993)(a)13,148 
Other current assets15,319 (3,709)(a)11,610 
Other property, plant and equipment113,867 (12,304)(a)101,563 
Other assets11,430 (10,032)(a)1,398 
Total assets acquired966,849 (17,055)949,794 
Liabilities assumed:
Outstanding checks in excess of bank balance1,574 (204)(a)1,370 
Accounts payable and accrued liabilities90,679 794 (a)91,473 
Revenue payable14,519 3,443 (a)17,962 
Other current liabilities331 — 331 
Asset retirement obligations86,948 — 86,948 
Long-term derivative liabilities2,187 — 2,187 
Other long-term liabilities10,963 (3,790)(a)7,173 
Total liabilities assumed207,201 243 207,444 
Net assets acquired$759,648 $(17,298)$742,350 
a.Adjustment reflects additional accounting data received and processed subsequent to the acquisition date. The initial purchase price allocation considered available data at the time of disclosure.
b.Adjustment reflects a cancellation of common units transferred. The initial purchase price allocation considered available data at the time of disclosure.
For the six months ended June 30, 2026, the Company has recognized $159.8 million in revenues and earnings of $47.7 million related to the IKAV Acquisition. For the three months ended June 30, 2026, the Company has recognized $70.2 million in revenues and earnings of $19.3 million related to the IKAV Acquisition. The Company has recognized total transaction and advisory related expenses of $14.4 million, of which $0.1 million were recognized as a reduction and are presented in general and administrative expense on the Company’s statement of operations during the the first quarter of 2026 and $14.5 million were recognized in general and administrative expense during the fourth quarter of 2025.
Additionally, the Company capitalized certain debt issuance costs associated with the Company’s New Credit Agreement in connection with the acquisition as discussed in Note 2.
Sabinal Acquisition
On July 9, 2025, the Company entered into a Purchase and Sale Agreement (the “Sabinal PSA”) with Sabinal Energy Operating, LLC, Sabinal Resources, LLC and Sabinal CBP, LLC, pursuant to which the Company would acquire certain oil and gas assets located in certain designated lands in the Permian Basin. The transaction closed on September 16, 2025 for consideration of approximately $444.4 million comprised of (i) $199.3 million in cash and (ii) 19.2 million common units (the “Sabinal Unit Consideration”), subject to certain customary purchase price adjustments (the “Sabinal Acquisition”). On February 7, 2026, 0.2 million common units were cancelled from the Sabinal Unit Consideration as part of customary purchase price adjustments related to the final settlement, and the equity consideration had a final value of approximately $253.9 million.
This purchase was accounted for as an asset acquisition as substantially all of the fair value of acquired assets could be allocated to a single identified asset group of proved oil and natural gas properties. The table below reflects the fair value estimates of the assets acquired and liabilities assumed as of the acquisition date. See Note 8 for additional information regarding fair value measurements. Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):
Initial
Sabinal Acquisition
AdjustmentsFinal
Sabinal Acquisition
Consideration transferred:
Common units issued19,187,581 (227,547)(b)18,960,034 
Closing price of common units on September 15, 2025$13.39 $— $13.39 
Equity consideration$256,922 $(3,047)(b)$253,875 
Cash consideration195,711 (4,737)(a)190,974 
Capitalized transaction costs3,589 99 (a)3,688 
Less: purchase price adjustment receivable(11,780)11,780 (a)— 
Total acquisition consideration$444,442 $4,095 $448,537 
Assets acquired:
Proved oil and natural gas properties$489,681 $5,852 (a)$495,533 
Accounts receivable – joint interest— 262 (a)262 
Inventories6,123 (2,058)(a)4,065 
Other property, plant and equipment— 353 (a)353 
Other assets144 — 144 
Short-term derivative assets5,793 — 5,793 
Long-term derivative assets3,933 3,313 (a)7,246 
Total assets acquired505,674 7,722 513,396 
Liabilities assumed:
Accrued liabilities2,876 3,741 (a)6,617 
Revenue payable1,336 (114)(a)1,222 
Asset retirement obligations57,020 — 57,020 
Total liabilities assumed61,232 3,627 64,859 
Net assets acquired$444,442 $4,095 $448,537 
a.Adjustment reflects additional accounting data received and processed subsequent to the acquisition date. The initial purchase price allocation considered available data at the time of disclosure.
b.Adjustment reflects a cancellation of common units transferred. The initial purchase price allocation considered available data at the time of disclosure.
XTO Acquisition
On March 25, 2025, the Company entered into an Equity Interest Purchase Agreement (“XTO EIPA”), pursuant to which the Company would acquire certain oil and gas assets located in Oklahoma, Kansas and Wyoming, for consideration of $60.0 million in cash, subject to certain customary purchase price adjustments (the “XTO Acquisition”).
The transaction closed on April 30, 2025. This purchase was accounted for as a business combination, under the acquisition method, as the Company obtained control of a business by obtaining the legal right to use and develop the oil and natural gas properties included in the XTO EIPA, as well as additional oil and gas related assets that can be used to enhance the value of the business. The table below reflects the fair value estimates of the assets acquired and liabilities assumed as of the acquisition date. See Note 8 for additional information regarding fair value measurements. Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):
Initial
XTO Acquisition
AdjustmentsFinal
XTO Acquisition
Consideration transferred:
Cash consideration$77,893 $364 (a)$78,257 
Less: purchase price adjustment receivable— (2,105)(a)(2,105)
Total acquisition consideration$77,893 $(1,741)$76,152 
Assets acquired:
Proved oil and natural gas properties$65,530 $5,498 (a)$71,028 
Accounts receivable – joint interest2,344 $(2,281)(a)63 
Other property and equipment6,417 $(782)(a)5,635 
Other assets9,576 (3,850)(a)5,726 
Total assets acquired83,867 (1,415)82,452 
Liabilities assumed:
Revenue suspense1,354 326 (a)1,680 
Accrued liabilities444 — 444 
Asset retirement obligations4,176 — 4,176 
Total liabilities assumed5,974 326 6,300 
Net assets acquired$77,893 $(1,741)$76,152 
a.Adjustment reflects additional accounting data received and processed subsequent to the acquisition date. The initial purchase price allocation considered available data at the time of disclosure
Flycatcher Acquisition
On December 20, 2024, the Company entered into a Purchase and Sale Agreement (the “Flycatcher PSA”) to purchase certain oil and gas assets near our recently acquired oil and gas assets located in the Ardmore Basin of Oklahoma for consideration of $29.8 million in cash, subject to certain customary purchase price adjustments (the “Flycatcher Acquisition”).
The transaction closed on January 31, 2025 and the Company borrowed $23.0 million on the Revolving Credit Agreement to fund the Flycatcher Acquisition. This purchase was accounted for as an asset acquisition as substantially all of the fair value of acquired assets could be allocated to a single identified asset group of proved oil and natural gas properties. The table below reflects the fair value estimates of the assets acquired and liabilities assumed as of the acquisition date. See
Note 8 for additional information regarding fair value measurements. Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):
Final
Flycatcher Acquisition
Consideration transferred:
Cash consideration$24,141 
Capitalized transaction costs182 
Less: purchase price adjustment receivable— 
Total acquisition consideration$24,323 
Assets acquired:
Proved oil and natural gas properties$26,566 
Other assets
Total assets acquired26,574 
Liabilities assumed:
Revenue suspense2,217 
Asset retirement obligations34 
Total liabilities assumed2,251 
Net assets acquired$24,323 
Business Combination Pro Forma Disclosures
The following table summarizes the unaudited pro forma consolidated financial information of the Company for the three and six months ended June 30, 2025 as if the IKAV Acquisition and XTO Acquisition had occurred on January 1, 2024 (in thousands):
Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Total revenues$362,214 $672,071 
Net income132,120 191,837 
The unaudited pro forma financial information is not necessarily indicative of the operating results that would have occurred had the business combinations been completed on the dates indicated and is not necessarily indicative of future results of operations of the combined company. The unaudited pro forma financial information for the three and six months ended June 30, 2025 is a result of combining the statements of operations of the Company with the pre-acquisition results of the acquired operations, with pro forma adjustments for revenues and expenses. The unaudited pro forma financial information excludes any anticipated cost savings as a result of the acquisitions.