Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

On August 30, 2024, the Company closed the previously announced acquisition of oil and natural gas properties in the Cherokee Play of the Western Anadarko Basin, pursuant to the Purchase and Sale Agreement signed on July 29, 2024, as amended on August 30, 2024 (the “Cherokee Play Acquisition”). The Company funded the acquisition with cash on hand. A portion of the purchase price has been held in escrow. The Cherokee Play Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by the Company and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on the Company’s books as of the date of the closing. Determining the fair value of the assets acquired and liabilities assumed requires judgment and certain assumptions to be made, the most significant of these being related to the valuation of oil and natural gas properties. The inputs and assumptions related to the oil and natural gas properties are categorized as Level 3 in the fair value hierarchy.

The following table represents the allocation of the total cost of the Cherokee Play Acquisition to the assets acquired and liabilities assumed as of the Cherokee Play Acquisition closing date:


	(in thousands)
Total Cost
Cash at closing	$	101,686
Holdback and escrow(1)	22,159
Total Consideration	$	123,845

Allocation of Total Consideration
Assets
Oil and natural gas properties	$	129,681
Total Assets	$	129,681

Liabilities
Accounts payable and accrued expenses	$	5,836



Total liabilities assumed	5,836
Net Assets Acquired and Liabilities Assumed	$	123,845

__________________

(1) Represents escrowed amounts for conveyed interest upon completion of well included in amended Purchase and Sale Agreement (the “PSA”), funds held in escrow pending title due diligence and funds held in escrow to satisfy Seller’s indemnification obligations under Article XII of the PSA.

As part of the Cherokee Play Acquisition, the Company entered a joint development agreement with the seller which provides an option for the Company’s participation in the drilling and completion operations of drilling spacing units. The joint development agreement terminates upon the earlier of a mutual agreement between each party or the conclusion of drilling and completion operations of the drilling spacing units.