v3.26.1
Acquisitions
6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Acquisitions
4.
Acquisitions

Pitcock Ranch Land Acquisition

On June 17, 2026, Shallow Valley EagleRock Holdco, LLC, a wholly owned subsidiary of OpCo, acquired approximately 642.8 fee surface acres and the related water-handling accessories from Jerrod Pitcock, an individual (the “Pitcock Ranch Land Acquisition”), for total cash consideration of approximately $2.0 million. The transaction was funded with cash on hand, and no third-party or related-party debt was incurred in connection with the Pitcock Ranch Land Acquisition.

 

The Company accounted for the Pitcock Ranch Land Acquisition as an asset acquisition under ASC 805, Business Combinations (“ASC 805”), having determined under the screen test that substantially all of the fair value of the gross assets acquired was concentrated in the acquired fee surface acreage and affixed accessories, a single identifiable asset, such that the acquired set did not meet the definition of a business. Under the cost accumulation model, the total cost of the acquisition was allocated to the assets acquired based on their relative estimated fair values as of the acquisition date, resulting in a recognition of $2.0 million within property, plant and equipment. No goodwill was recognized and no liabilities were assumed. The estimated fair value of the acquired land was determined using a market approach based on observable market data for comparable surface acreage in the region, which the Company considers a Level 2 input within the fair value hierarchy under ASC 820, Fair Value Measurement (“ASC 820”). Fair value estimates involve significant assumptions and judgment.

DE Flow Contribution and Shallow Valley Contribution

On May 15, 2026, as part of the IPO, Double Eagle contributed its interests in DE Flow, including the integrated water infrastructure system in the Midland Basin (the “DE Flow System”) and approximately 882 surface acres, to OpCo (the “DE Flow Contribution”), and the Shallow Valley Owners contributed their interests in the entities that own the Shallow Valley Ranch, including approximately 41,000 surface acres in the Midland Basin and associated assets, to OpCo (the “Shallow Valley Contribution”). The DE Flow Contribution and Shallow Valley Contributions provide the Company with a significant increase in total surface acreage as well as water infrastructure assets that both expand the Company's operating footprint and revenue-generating asset base. The DE Flow Contribution and the Shallow Valley Contribution were accounted for as business combinations under ASC 805, with the purchase price allocated to the acquired tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. The Company makes various assumptions in estimating the fair values of assets acquired and liabilities assumed. The most significant assumptions relate to the estimated fair values of the acquired intangibles, which were estimated utilizing a discounted cash flow model. These methods are considered Level 3 fair value estimates and include significant assumptions of future revenues and cost estimates, discounted using weighted average cost of capital for industry peers. The most significant input to the valuation was the weighted average cost of capital of 9.0%. Fair value estimates involve significant assumptions and are classified as Level 3 in the fair value hierarchy.

The purchase accounting for the DE Flow Contribution and Shallow Valley Contribution is considered preliminary. Certain data and assessments necessary to complete the purchase price allocation are still under evaluation, including, but not limited to, the valuation of property, plant and equipment, intangible assets, and goodwill. Additionally, identifiable intangible assets, liabilities, and transaction consideration, may be adjusted as the Company continues to gather and evaluate information about circumstances that existed as of May 15, 2026. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

The total transaction consideration attributable to the DE Flow Contribution was approximately $988.6 million, comprised of 45,873,930 OpCo Units at fair value of $21.55 per OpCo Unit as of May 15, 2026. The total transaction consideration attributable to the Shallow Valley Contribution was approximately $455.4 million, comprised of 21,134,331 OpCo Units at fair value of $21.55 per OpCo Unit as of May 15, 2026.

The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. A total of $467.4 million and $175.9 million in goodwill was attributed to the DE Flow Contribution and the Shallow Valley Contribution, respectively. The goodwill was primarily attributable to additional profitability and other synergies.

Revenues and operating income before taxes from DE Flow for the period from May 15, 2026 through June 30, 2026 amounted to approximately $5.1 million and $0.2 million, respectively. Revenues and operating income before taxes from the Shallow Valley Ranch for the period from May 15, 2026 through June 30, 2026 amounted to approximately $1.4 million and $0.5 million, respectively.

The following table summarizes the preliminary allocation of the purchase price at the date of acquisition for the DE Flow Contribution:

(in thousands)

 

 

 

Purchase price, net

 

$

988,583

 

Fair value of total consideration transferred

 

$

988,583

 

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Property, plant and equipment

 

 

78,175

 

Intangible assets

 

 

454,063

 

Asset retirement obligations

 

 

(2,642

)

Reimbursement payable

 

 

(8,418

)

Goodwill

 

 

467,405

 

Net assets acquired

 

$

988,583

 

 

Intangible assets acquired include customer contracts and customer relationships. See Note 2 – Summary of Significant Accounting Policies for further information.

The following table summarizes the preliminary allocation of the purchase price at the date of acquisition for the Shallow Valley Contribution:

 

(in thousands)

 

 

 

Purchase price, net

 

$

455,445

 

Fair value of total consideration transferred

 

$

455,445

 

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Property, plant and equipment

 

 

244,872

 

Other noncurrent assets

 

 

1,499

 

Intangible assets

 

 

40,285

 

Reimbursement payable

 

 

(7,076

)

Goodwill

 

 

175,865

 

Net assets acquired

 

$

455,445

 

Intangible assets acquired include source water. See Note 2 - Summary of Significant Accounting Policies for further information.

Intrepid Acquisition

On April 1, 2026, the Predecessor acquired assets, including approximately 22,000 fee surface acres and 28,000 federal grazing lease acres and the related water rights, contracts and permits from Intrepid-Potash New Mexico, LLC (the “Intrepid Acquisition”) for total consideration of approximately $70.0 million, of which $8.0 million was paid in December of 2025. The transaction was funded with related party debt resulting in additional term loan principal of $70.0 million and associated debt discount and debt issuance costs of approximately $2.4 million, with a maturity date of December 31, 2027. The assets acquired in the Intrepid Acquisition were retained by Hydrosource in the Hydrosource Distribution and therefore were not contributed to the Company in connection with the IPO. Refer to Note 1 – The Company Hydrosource Distribution for more information on the Hydrosource Distribution. Refer to Note 14 – Subsequent Events for more information regarding the Intrepid Assets.

 

Accelerated Acquisition

On April 14, 2025, the Company acquired 100% of the equity interests in Accelerated Water Resources, LLC (“Accelerated”) from Basin Properties, LLC and NGL Water Solutions Permian, LLC (the “Accelerated Acquisition”) in exchange for cash. In connection with the Accelerated Acquisition, the Company acquired two ranches with an aggregate of approximately 72,000 acres consisting of fee acreage and leased acres. The Accelerated Acquisition was financed through long-term debt. The Accelerated Acquisition compliments the Company’s business by increasing the total acres owned by the Company and resource sales and royalties from water, caliche and other royalties from saltwater disposal.

The transaction was accounted for as a business combination under ASC 805, with the purchase price allocated to the acquired tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. The Company makes various assumptions in estimating the fair values of assets acquired and liabilities assumed. The most significant assumptions relate to the estimated fair values of the acquired intangibles, which were estimated utilizing a discounted cash flow model. These methods are considered Level 3 fair value estimates and include significant assumptions of future revenues and cost estimates, discounted using

weighted average cost of capital for industry peers. The most significant input to the valuation was the weighted average cost of capital of 20%. Fair value estimates involve significant assumptions and are classified as Level 3 in the fair value hierarchy.

The following table summarizes the allocation of the purchase price at the date of acquisition:

 

(in thousands)

 

 

 

Purchase price, net

 

$

191,684

 

Fair value of total consideration transferred

 

$

191,684

 

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Accounts receivable

 

 

9,748

 

Accrued revenue

 

 

4,984

 

Other current assets

 

 

350

 

Biological assets – cattle

 

 

737

 

Ranch properties

 

 

16,630

 

Property, plant and equipment

 

 

23,527

 

Intangible assets

 

 

138,894

 

Accounts payable

 

 

(1,402

)

Taxes payable

 

 

(887

)

Accrued liabilities

 

 

(897

)

Net assets acquired

 

$

191,684

 

 

Intangible assets acquired include permits, water rights, surface rights, and saltwater disposal rights associated with the operations of the oil and gas services. See Note 2 – Summary of Significant Accounting Policies for further information.

Pro Forma Financial Information

The following unaudited summary financial information for the three and six months ended June 30, 2026 as well as the three and six months ended June 30, 2025 gives effect to the DE Flow Contribution, the Hydrosource Distribution, the Shallow Valley Contribution, and the Accelerated Acquisition as if they had been completed on January 1, 2025. The unaudited pro forma financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of the Company would have been had the DE Flow Contribution, the Hydrosource Distribution, the Shallow Valley Contribution, and the Accelerated Acquisition and related financing occurred on the date noted above, nor is it indicative of future results. The operations related to the DE Flow Contribution and the Shallow Valley Contributions were included in the Company’s results as of May 15, 2026, and the operations related to the Accelerated Acquisition were included in the Company’s results as of April 14, 2025.

 

 

 

Three Months Ended June 30,

 

Six Months Ended
June 30,

 

(in thousands)

 

2026

 

2026

 

Total revenue

 

$

49,567

 

$

84,905

 

Net income (loss)

 

$

(36,683

)

$

(26,646

)

 

 

 

Three Months Ended June 30,

 

Six Months Ended
June 30,

 

(in thousands)

 

2025

 

2025

 

Total revenue

 

$

38,132

 

$

80,936

 

Net income (loss)

 

$

(64,190

)

$

(42,311

)