Diversified Energy Company (DEC) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands asset base by nearly 1 million acres, increases production density, and enhances commodity and geographic diversification, including entry into the Permian and expansion in Western Anadarko, Appalachia, Ark-La-Tex, and Barnett.

• Adds significant liquids exposure, premium oil price access, and natural gas for LNG exports and data center demand.

• Combines complementary portfolios, supporting a proven roll-up model and providing optionality for targeted acquisitions, joint ventures, and low-risk development partnerships.

• Partnership with EIG as a core shareholder supports long-term value creation and strategic flexibility.

• Expands asset base to five core operated basins with a low-decline production profile and scalable platform.

Financial terms and conditions

• Total consideration is approximately $1.275 billion, including assumption of ~$700 million net debt, $207 million cash funded by a $900 million RBL facility, and 21.2 million new shares valued at ~$345 million.

• Combined entity ownership: ~70% existing shareholders, ~20% EIG, ~10% other Maverick holders; EIG to appoint two of eight directors.

• Acquisition price represents ~3.3x LTM EBITDA, a ~45% discount to peer multiples; combined enterprise value is ~$3.8 billion.

• $50 million break fee payable under certain termination scenarios.

• Transaction expected to close in H1 2025, subject to shareholder and regulatory approval.

Synergies and expected cost savings

• Significant and sustainable synergies expected from expanded asset density, operational overlap, supplier and expense consolidation, and back-office integration.

• Run-rate operating synergies anticipated in year one, with no incremental G&A from 2024 acquisitions.

• Integration playbook and workforce empowerment to enable rapid and effective synergy capture.

• Expense efficiencies and procurement solutions to drive increased free cash flow.