SM Energy Company (NYSE:SM) and Northern Oil and Gas, Inc. (NYSE:NOG) entered into an agreement to acquire the Uinta Basin oil and gas assets of XCL Resources, LLC for $2.6 billion on June 27, 2024. Under the agreement, SM Energy Company will acquire 80% stake and Northern Oil and Gas as 20% owner of the assets. Northern Oil and Gas will acquire an undivided twenty percent (20%) of the oil and gas assets of XCL for $510 million, resulting in a $2.04 billion purchase price net to the SM Energy for an undivided 80% interest of the assets. SM Energy intends to serve as the operator of substantially all of the assets currently operated by XCL. SM Energy plans to finance the acquisition through a combination of debt and cash on hand. To assist in financing this all-cash transaction, SM Energy has received firm commitments from J.P. Morgan, Bank of America and Wells Fargo for an aggregate $1.2 billion 364-day unsecured bridge facility.

SM Energy Company?s Board of Directors has approved the XCL acquisition. The transaction is subject to HSR Clearance. The effective date of the XCL Acquisition is May 1, 2024, and closing is anticipated to occur in September 2024, subject to customary closing conditions. This transaction is accretive to all key financial metrics. Kirkland & Ellis LLP is serving as legal counsel to SM Energy. David M. Castro Jr. and William C. Eiland II of Kirkland & Ellis LLP is serving as legal counsel to NOG. Bryan Loocke, Megan Menniti, Todd Way, Megan James, Mike Marek, Jackson O?Maley, Matt Strock, Dave Wicklund, Hill Wellford, Evan Miller, Sarah Mitchell and David D?Alessandro of Vinson & Elkins LLP is serving as legal counsel to XCL. RBC Capital Markets is serving as financial advisor to NOG for the acquisition. Jefferies LLC is serving as sole financial advisor to XCL.