| Schedule of Merger Consideration and Purchase Price Allocation |
The following tables present the consideration transferred and the final purchase price allocation of the assets acquired and the liabilities assumed in the Vencer Acquisition: | | | | | | Consideration (in thousands, except shares and per share amount) | | | Cash consideration | $ | 996,420 | | Deferred acquisition consideration(1)(3) | $ | 532,284 | | | | | Shares of common stock issued | 7,181,527 | | Closing price per share(2) | $ | 68.08 | | Equity consideration(4) | $ | 488,918 | | | | | Total consideration | $ | 2,017,622 | |
_______________________(1)Based on discounted fixed and determinable future payments of cash. (2)Based on the closing stock price of Civitas common stock on January 2, 2024. (3)Amounts represent non-cash investing activities until such time payments are made, as applicable. Refer to Note 5 - Debt for additional information. (4)Amounts represent non-cash financing activities. | | | | | | Final Purchase Price Allocation (in thousands) | | | Assets Acquired | | | Proved properties | $ | 1,858,909 | | | Unproved properties | 231,627 | | | Other property and equipment | 666 | | | Right-of-use assets | 4,049 | | | Total assets acquired | $ | 2,095,251 | | | | | Liabilities Assumed | | | Accounts payable and accrued expenses | $ | 5,000 | | | Crude oil and natural gas revenue distribution payable | 28,423 | | | Asset retirement obligations | 40,157 | | | Lease liability | 4,049 | | | Total liabilities assumed | 77,629 | | | Net assets acquired | $ | 2,017,622 | |
| | | | | | | | | Final Purchase Price Allocation (in thousands) | | | | Assets Acquired | | | | Cash and cash equivalents | | $ | 30,671 | | Accounts receivable - crude oil and natural gas sales | | 86,262 | | | Accounts receivable - joint interest and other | | 4,463 | | | Proved properties | | 2,150,872 | | | Unproved properties | | 115,802 | | | Other property and equipment | | 520 | | | Right-of-use assets | | 30,393 | | | Total assets acquired | | $ | 2,418,983 | | | | | | Liabilities Assumed | | | | Accounts payable and accrued expenses | | $ | 110,022 | | | Production taxes payable | | 10,320 | | Crude oil and natural gas revenue distribution payable | | 75,267 | | | Asset retirement obligations | | 8,299 | | | Lease liability | | 30,393 | | | Total liabilities assumed | | 234,301 | | | Net assets acquired | | $ | 2,184,682 | |
The following tables present the consideration transferred and final purchase price allocation of the assets acquired and the liabilities assumed in the Tap Rock Acquisition: | | | | | | | | | | Consideration (in thousands, except shares and per share amount) | | | | | Cash consideration | | $ | 1,502,880 | | | | | | | | Shares of common stock issued | | 13,538,472 | | | Closing price per share(1) | | $ | 73.14 | | | | Equity consideration | | $ | 990,204 | | | | | | | Total consideration | | $ | 2,493,084 | | |
_______________________(1)Based on the closing stock price of Civitas common stock on August 2, 2023. | | | | | | | | | Final Purchase Price Allocation (in thousands) | | | | Assets Acquired | | | | Cash and cash equivalents | | $ | 6,543 | | Accounts receivable - crude oil and natural gas sales | | 105,509 | | | Accounts receivable - joint interest and other | | 30,415 | | | Prepaid expenses and other | | 17,930 | | | Proved properties | | 2,334,678 | | | Unproved properties | | 300,859 | | | Other property and equipment | | 12,827 | | | Right-of-use assets | | 626 | | | Total assets acquired | | $ | 2,809,387 | | | | | | Liabilities Assumed | | | | Accounts payable and accrued expenses | | $ | 157,606 | | | Production taxes payable | | 9,692 | | Crude oil and natural gas revenue distribution payable | | 68,094 | | | Ad valorem taxes | | 1,407 | | | Asset retirement obligations | | 28,612 | | | Lease liability | | 626 | | | Deferred revenue | | 50,266 | | | Total liabilities assumed | | 316,303 | | | Net assets acquired | | $ | 2,493,084 | |
|