Prnewswireยท2025-11-03 11:15Core Viewpoint - SM Energy and Civitas Resources have announced a definitive merger agreement involving an all-stock transaction, creating a leading independent oil and gas company with significant free cash flow and enhanced stockholder value [2][3][5] Transaction Details - Each common share of Civitas will be exchanged for 1.45 shares of SM Energy common stock, resulting in a combined enterprise value of approximately $12.8 billion, inclusive of net debt [3][7] - Upon completion, SM Energy stockholders will own approximately 48% and Civitas stockholders will own approximately 52% of the combined company [7] Financial Metrics - Pro forma second quarter of 2025 production is projected to total 526 MBoe/d, with full-year 2025 consensus free cash flow expected to exceed $1.4 billion [1][4] - The merger is anticipated to be immediately accretive to key per share financial metrics, including operating cash flow and free cash flow [10] Synergies and Value Creation - Identified annual synergies of approximately $200 million, with potential upside to $300 million, are expected to enhance stockholder value and support accelerated debt repayment [5][10] - The combined company will operate a premier asset portfolio of approximately 823,000 net acres across high-return U.S. shale basins, positioning it as a top-10 independent oil-focused producer [4][5] Governance and Leadership - The Board of Directors will consist of 11 members, with 6 from SM Energy and 5 from Civitas, and Herb Vogel will serve as CEO of the combined company [8] - The merger has been unanimously approved by the boards of both companies and is expected to close in the first quarter of 2026, subject to customary closing conditions [11]