Bolt-On to a Contiguous Operating Position that Contains Meaningful Identified Synergies and Potential Upside from Large Undeveloped Location Inventory
Innovative Asset-Backed Securitization (ABS) with Carlyle to Fund Purchase through Newly Created Special Purpose Vehicle (SPV) without Diversified Equity Issuance
Diversified Energy Company, in partnership with global investment firm Carlyle's Global Credit platform, are pleased to announce the execution of a purchase agreement for the acquisition of a bolt-on portfolio of certain oil and natural gas properties, along with related assets located within the Anadarko Basin of Oklahoma from Camino Natural Resources. Notably, the Acquisition provides an additional 100, high-quality undeveloped inventory locations in an active development area, with Diversified owning in excess of 450 locations in Oklahoma, pro forma for the acquisition. Camino will retain its ownership of the Chickasha development area.
The acquisition builds on the strategic partnership between Diversified and Carlyle announced in 2025, which combines Carlyle’s asset-backed finance capabilities with Diversified’s operating expertise to invest in proved developed producing ('PDP') energy assets across the United States.
The Acquisition will be financed through a bespoke asset-backed securitization ('ABS') structured and arranged by Carlyle. In connection with the acquisition, Carlyle and Diversified will establish a newly formed special purpose vehicle that will hold the producing assets and issue debt backed by the underlying cash flows. Carlyle will hold a majority ownership interest in the SPV that issues the ABS, with Diversified retaining a minority ownership stake and serving as operator of the assets and manager of the ABS. In addition, Diversified will retain the ownership of the undeveloped assets outside the SPV. Diversified will fund a net amount, inclusive of customary purchase price adjustments, of approximately of $210 million for the Acquisition through availability under the company's senior secured bank facility. The structure is designed to provide long-term, efficient financing aligned with the assets' profile, enabling scaled investment without reliance on traditional corporate financing or equity issuance. The Company expects to close the Acquisition in the third quarter of 2026, subject to customary closing conditions.
Acquisition Highlights
- Purchase price of $1,175 million before anticipated, customary purchase price adjustments
- Price per flowing Mboe of ~$23,000
- ~3.0x multiple of NTM EBITDA(a)
- Current net production of ~300 MMcfepd (~51 Mboepd)(b)
- Production mix of ~55% gas, ~30% NGL’s, and 15% oil
- Includes ~101,000 acres with commercially attractive leasehold in SCOOP/STACK/MERGE
- Over 100 identified, drill-ready inventory locations with high (~80%) working interest
- Estimated NTM EBITDA of ~$397 million(a)
- Total Proved Reserves of ~1,478 Bcfe(c)
- Assets are contiguous with Diversified's existing Oklahoma assets
- Proximity to existing assets creates an immediate line of sight to future operating efficiencies and General & Administrative (G&A) savings
Rationale for Diversified and Carlyle's Partnership
- Enables attractive and accelerated growth for larger-scale transactions without the use of Diversified equity while providing off-balance sheet financing
- Promoted interest and management fees enhance Diversified’s economic returns
- Diversified maintains a preferential asset buyback option providing the opportunity to retain de-levered assets
- Delivers a competitive advantage and line-of-sight for pre-acquisition financing certainty
Innovative ABS Financing Structure and Transaction Consideration
- Purchase price expected to be funded through an investment-grade rated bilaterally structured asset-backed securitization originated by Carlyle, cash from Carlyle related to its ownership percentage in the ABS SPV, and availability under Diversified's senior secured credit facility
- Producing assets, along with certain wells to be turned-in-line, will be held by the ABS SPV with an ownership split of ~60% Carlyle and ~40% Diversified
- Undeveloped acreage and other non-production related assets will be owned 100% by Diversified, providing additional upside outside of the securitized structure
- Diversified’s debt portion of the ABS SPV will be deconsolidated, off balance sheet financing, and its ownership percentage treated as a minority ownership structure
- Diversified will earn customary servicing and operating fees for managing the ABS and operating the assets
Commenting on the Acquisition, CEO Rusty Hutson, Jr. said:
'I am excited to again partner with Carlyle and work collaboratively to structure an innovative financing to acquire high-quality assets, grow our portfolio, and realize the long-term value associated with the Acquisition. The assets are a perfect fit with our existing Oklahoma operations and offer meaningful opportunities for material synergies upon completion of the Acquisition. The transaction adds scale to our regional footprint and remains consistent with our strategy of acquiring high-quality, producing assets at attractive valuations. These assets will benefit from our Smarter Asset Management approach, which we expect will improve production, enhance margins, and grow free cash flow.
Additionally, we anticipate incremental cash flow from our Portfolio Optimization Programs, given the significant number of drill-ready inventory locations identified as part of the Acquisition. Importantly, this added NAV value to our reserves provides the opportunity to potentially improve our production or generate meaningful added free cash flow in future periods. Our Company has a proven, demonstrated track record of delivering value to shareholders from our strategy of acquiring, operating, and optimizing established cash-generating energy assets.'
Akhil Bansal, Head of Asset-Backed at Carlyle said:
'This transaction demonstrates what's possible when structuring expertise and long-term capital are paired with a best-in-class operator. We're proud to work alongside Diversified to create a financing solution purpose-built for these assets, and we see this as a model for how Carlyle approaches asset-backed investing.'
Bolt-On Addition of Contiguous PDP Assets & Undeveloped Inventory
The Acquisition's estimated NTM EBITDA(a) is approximately $397 million. The Acquisition is expected to add approximately 300 MMcfepd (~51Mboepd) of production for the next twelve months and approximately 1,478 Bcfe of reserves(c). Additionally, the production profile of the Assets are highly complementary to the Company's existing portfolio and operational strategy.
The Assets include an approximate 101,000 acres with over 100 identified, drill-ready locations. When combined with the current undeveloped locations acquired from Diversified's recent Oklahoma acquisitions, the Company has identified an estimated over 450 highly economic development locations under conservative commodity pricing assumptions. This quality and depth of inventory equates to approximately 30+ years of inventory at a one-rig drilling pace (11-14 wells/year). Importantly, the undeveloped acreage presents potential upside opportunities in line with Diversified's demonstrated ability to unlock value from its vast portfolio of assets, and the Assets provide opportunities to realize synergies attributable to Diversified’s operating scale and asset density.
This investment is being led by Carlyle’s Asset-Backed Finance ('ABF') team within the Global Credit platform. Carlyle ABF focuses on private fixed income and asset-backed investments, leveraging the firm’s global platform to deliver tailored financing solutions to businesses, specialty finance companies, and asset owners. Carlyle ABF has deployed approximately $11 billion since 2021 and has more than $10 billion in assets under management as of December 31, 2025.
ADVISORS
Kirkland & Ellis LLP is serving as legal advisors, and Citi & Truist Securities are serving as financial advisors to Diversified on the Acquisition. Latham & Watkins and Paul Hastings are serving as legal advisors to Carlyle. Jefferies LLC is serving as lead financial advisor and RBC Richardson Barr is serving as co-financial advisor to Camino. Vinson and Elkins is serving as legal advisor to Camino.
Source: Diversified Energy
