XML 24 R9.htm IDEA: XBRL DOCUMENT
v3.24.3

Acquisition | 6 Months Ended
--- | ---
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisition | Note 3 — Acquisition On the Sable-EM Closing Date, in connection with the consummation of the transactions contemplated by the Sable-EM Purchase Agreement, the Company entered into a $625.0 million five year Senior Secured Term Loan with Exxon (the “Term Loan”) and paid additional consideration of $204.2 million in cash to Exxon (which excludes an $18.8 million cash deposit on the Term Loan paid to Exxon on the Closing Date). Refer to Note 6 — Debt for additional details regarding the Term Loan. The following table presents the preliminary adjusted purchase consideration (in thousands):
Consideration: |  |  |  |
Purchase consideration as per Sable-EM Purchase Agreement |  | $ | 625,000 |
Plus: |  |  |  |
Paid-in-kind interest from effective date to closing* |  |  | 140,018 |
Materials and supplies* |  |  | 16,637 |
Cash consideration paid |  |  | 204,154 |
Preliminary adjusted purchase consideration |  | $ | 985,809 |
* | Included in the initial principal associated with the Term Loan.
The acquisition of the SYU Asset’s is accounted for under the scope of FASB’s ASC Topic 805, Business Combinations (“ASC 805”). Pursuant to ASC 805, Sable was determined to be the accounting acquirer. The Company is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management and is preliminary and subject to change. To assist management in the allocation, the Company engaged valuation specialists. The Company will finalize the amounts recognized as the information necessary to complete the analysis is obtained. The Company expects to finalize these amounts as soon as possible but no later than one year from the acquisition date. The following table represents the allocation of the total purchase price for the acquisition of the identifiable assets acquired and the liabilities assumed at the acquisition date (in thousands):
Total consideration |  | $ | 985,809 |
Fair value of assets acquired: |  |  |  |
Oil and gas properties |  | $ | 1,060,583 |
Materials and supplies |  |  | 16,637 |
Other assets |  |  | 4,621 |
Amount attributable to assets acquired |  | $ | 1,081,841 |
Fair value of liabilities assumed: |  |  |  |
Asset retirement obligations |  | $ | 90,073 |
Other current liabilities |  |  | 827 |
Deferred tax liability |  |  | 1,209 |
Other long term liabilities |  |  | 3,923 |
Amounts attributable to liabilities assumed |  |  | 96,032 |
Net assets acquired and liabilities assumed |  | $ | 985,809 |
The Company assumed contractual agreements for warehousing space and for surface use rights. For leases with a primary term of more than 12 months, a right-of-use (“ROU”) asset and the corresponding ROU lease liability is recorded. The Company recorded an initial asset and liability of $4.6 million associated with the assumed leases. The Company determines at inception if an arrangement is an operating or financing lease. The Company also paid transaction costs in connection with the acquisition and the related Business Combination totaling $49.1 million, of which $24.7 million was recognized in Selling, general, and administrative expenses in the condensed consolidated statement of operations as of the Closing Date, $22.9 million was recognized as a charge to Additional paid-in-capital, and $1.5 million was capitalized as debt issuance costs on the condensed consolidated balance sheet as of February 14, 2024.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration