Hello, welcome to the Civitas Resources call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star one on your telephone keypad. If you would like to withdraw your question, again, press star one. I will now turn the conference over to John Wren. Please go ahead. Thanks, operator. Good morning, everyone, thanks for joining us so early today and on short notice. I'm joined today by our CEO, Chris Doyle, CFO, Marianella Foschi, COO, Todd Walker, and Brian Kane, our Chief Sustainability Officer. This morning, we announced two concurrent and significant transactions and posted some detailed slides on our website that we plan to reference today. We will make forward-looking statements which are subject to risks and uncertainties that could cause actual results to differ materially from our projections. Please read our full disclosures regarding forward-looking statements in our 10-Q and other SEC filings. We may also refer to certain non-GAAP financial metrics. Reconciliations to certain non-GAAP metrics can be found in this morning's release, our recent earnings release, and our SEC filings. After Chris's brief prepared remarks, we will all be available to take your questions. As always, please limit your time to one question and one follow-up, as this allows us to get to more of your questions. I'll now turn the call over to Chris. Good morning, everyone. It's a great day for Civitas, and we're excited to share today's big news with you. Today's announcements to acquire a portion of Tap Rock's Delaware Basin assets and Hibernia Resources Midland Basin assets fundamentally transform Civitas into an organization with scale, diversity, and duration. We'll have a robust inventory of high-quality, low breakeven oil locations in the three top oil basins in the U.S. Simply put, these transactions make Civitas a better company, and we see tremendous opportunity to add value in the Permian that will complement our leading oil position in DJ Basin. I want to divide my brief remarks today into three key topics. First, I'll outline how these deals fit with our strategic pillars, how they make us stronger, more balanced, and more sustainable. Second, I'll discuss the quality of these assets and provide a few highlights on each package. We have tremendous confidence in the quality of the assets we're acquiring, our ability to develop them, and how they'll significantly enhance our outlook for cash flow and returns. Lastly, I'll cover our plan to finance the transactions to ensure we maintain a strong balance sheet and continue delivering one of the top shareholder return programs in the industry today. Let me start by outlining how these new assets fit with our existing business strategy and advance our strategic pillars. These deals add critical scale, which will allow us to extend the duration of our business model and enhance our peer-leading shareholder return program. Importantly, these deals were priced at an extremely attractive level, about 3 times 2024 estimated EBITDAX, and about 80% of the value at $70 and $3.50 is underwritten by the PV10 of PDP, plus wells in progress. Our pro forma 2024 free cash flow will increase 35% on a first fair basis, we expect to generate $1.1 billion of free cash flow in 2024 alone. Civitas has a very strong balance sheet. In fact, it's what allowed us to compete for and ultimately capture these two assets. Our commitment to a strong capital structure and deep liquidity is unwavering. At closing, our leverage ratio will increase, but we're taking actions to ensure we reduce debt and return to a leverage ratio less than one time in the second half of next year. I'll provide more on that shortly. As you know, Civitas' business model prioritizes free cash generation and drives significant and sustainable through-cycle cash returns to shareholders. Since early 2022, our dividend and buyback programs have returned more than $1 billion to our owners, and we maintain one of the highest dividend yields in the industry today. Based on our existing dividend formula, we expect that today's deals will allow us to increase our total dividends to shareholders in 2024 by roughly 20%. Lastly, Civitas has been executing extremely well in the DJ, one of the most scrutinized basins from a regulatory and compliance standpoint. Our experience can be successfully applied in the Permian, and our new positions in the Midland and Delaware will complement our ESG leadership through low emissions intensity, ongoing electrification efforts to improve our air quality. Importantly, we intend to achieve carbon neutrality on our acquired acreage by year-end 2024. Now, let's talk about the quality of these assets and high confidence we have in our ability to deliver our projections. Scale matters in today's E&P industry. With scale comes capital allocation flexibility across commodities and now across three top-tier basins. It also strengthens supply chains and ensures we command the best wellfield services at competitive pricing. Stated simply, scale is an effective hedge against many of the risks in our business. These deals will increase our current production by 60%, adding about 100,000 BOE per day from proven, ongoing development programs, requiring about 800 gross locations, with nearly two-thirds having an estimated IRR of more than 40% at $70 WTI. Importantly, these locations are in zones that are being actively developed. There are maps in our deck that show our new acreage and its proximity to peers. Even though the results from these specific assets outpace recent Permian transactions, these deals compare very favorably and are in line or feed on a flowing barrel basis, inventory value, and multiple to EBITDAX. Breakdown on each deal is in today's release. Before I talk about each asset, I want to recognize the teams at both Hibernia and Tap Rock. Having worked in the private space and ultimately running a private company in the Permian prior to Civitas, I know the challenges of building a business. I also know the pride that these teams have in what they've built. From the field organization to the engineers, geologists, landmen, accountants, regulatory folks, all of the supporting members at both Hibernia and Tap Rock, you have collectively built a fantastic business. We look forward to working with you and building upon your success. Let's start with the Midland Basin. Hibernia's Midland Basin assets comprise 38,000 net acres, surrounded by leading operators with active development programs. Production at the end of the first quarter was about 41,000 BOE per day, and it's about 56% oil. We gained about 450 potential development locations, of which 180 have an estimated IRR of greater than 40% at $70 WTI. About 95% of the value is underwritten by PDP, wells in progress, and development of the Wolfcamp A, the Upper and Lower B. There are additional targets emerging in the Jo Mill, Lower Spraberry, and Wolfcamp C and D in this area. Hibernia's well performance has been strong and ranks among the industry's highest in terms of well productivity in the Midland Basin. There's a slide in today's deck that compares both Hibernia's and Tap Rock's results against all other operators, and importantly, against recently acquired assets in both of these basins. As you can see, the long-term well performance for both of these is very compelling. Now, moving to the Delaware, I want to reiterate that we only purchased a portion of Tap Rock's assets. They're retaining their Olympus development area. Through the sales process, we worked with their team to carve out this area called Olympus and gain the assets that honestly best fit our business model. We now have a more stable but still scaled production base to go along with the remaining development. The assets acquired from Tap Rock cover about 30,000 net acres in the sweet spot of Eddy and Lea counties. Production in the first quarter was about 59,000 BOE per day, of which about half was oil. Under our upspace development assumptions, there are 350 potential development locations, with 85% of those having at least a 40% IRR at $70 WTI. Like Hibernia, substantially all of the value is underwritten by PDP, wells in progress, and ongoing developments in the highest value targets, in this case, Bone Spring and Wolfcamp A, Wolfcamp B. Again, this is core to core acres in the Delaware, one of the most prolific and historically economic basins in the world. We're extremely excited about this position as well as Hibernia. Finally, let me address how we plan to finance today's acquisition, to maintain a strong capital structure while continuing to return significant cash to our shareholders. We plan to fund the deals through $400 million of cash on hand, $600 million in borrowings under our undrawn credit facility, the issuance of thirteen and a half million shares of our common stock valued at about $950 million to Tap Rock, and the issuance of senior unsecured notes for approximately $2.7 billion, which we launched concurrently with today's announcement. Deals are expected to close in the 3rd quarter with a July one effective date. We estimate that our leverage ratio will be approximately 1.1 times at close. To prioritize debt reduction, we're adjusting our share buyback program to $500 million through year-end 2024. Additionally, we're targeting approximately $300 million in non-core asset sales by midyear 2024, and this is going to allow us to reduce leverage to less than 1 times over the next year. Ultimately, we see long-term optimal leverage about 0.75 times for what is a scaled, diversified business, which we're becoming through these transactions. I'll say it again, Civitas is committed to maintaining a strong balance sheet. Before taking your questions, I wanna reiterate today's big takeaways. We're entering the Permian with immediate scale through highly accretive transactions that are priced right and advance our strategic pillars. Very confident in the quality of the assets and our ability to deliver on our projections. These deals provide us with flexibility in how we allocate future capital. I'd also like to emphasize, we remain committed to delivering a huge value we see in the DJ Basin. Multiple basins, we can further optimize our development plans to yield stronger corporate returns. We'll have about 800 high-quality development locations in the Permian to complement our approximately 1,000 locations in the DJ. This equates to nearly a decade of inventory in the three highest return oil basins in the U.S. Here at Civitas, we have a demonstrated track record of successfully integrating large-scale acquisitions. We built this company by combining 4 to 5 other companies over the last 2 years alone. We know what it takes to combine teams, cultures, data. We know what it means to assimilate operations while also delivering exceptional results. Our operational leadership team, including myself, have extensive experience in the Permian and in large complex integrations. We look forward to onboarding members from both Hibernia and Tap Rock, learning from one another and building a strong team in the Permian to complement our already exceptional DJ team. Bottom line, these transactions fundamentally transform Civitas into a stronger, more balanced and sustainable enterprise. Scale, diversity, duration. Our portfolio will be comprised of core positions with significant runways across the lowest break-even domestic oil basins. This will allow us to increase free cash flow and expand our peer-leading dividend program. Future is bright for our company, and we look forward to recognizing the immense value we see in these assets in the months and years ahead. Operator, we're now happy to take questions. Thank you. If you have a question, please press star one on your telephone keypad. If you wish to remove yourself from the queue, simply press star one again. One moment for your first question. Your first question comes from the line of Neal Dingmann of Truist Securities. Please go ahead. Neal, perhaps your line is on mute. Oh, sorry about that. I would say congrats. Again, Chris, just maybe jumping right into the locations. I want to double-check, you mentioned 800 plus locations that you highlighted. If that's the case, could you just discuss maybe how you're thinking about zone spacing and all that good stuff around that? Sure. Let me start with, let me start with Hibernia in Southern Midland. This is an area that was developed by some of the larger operators early on, and quite honestly, overdeveloped. It took some private capital and some readjustments of how to rethink development. Really, this acquisition is underwritten by very simply upspacing development in the Wolfcamp A and the Upper and Lower Wolfcamp B. Four wells per section in those three targets. Then what's interesting, Neal, as we think about the potential development runway here is, you've got local results in the Jo Mill, the Lower Spraberry, the C and D also coming up. It appears to be a really simple package on from an underwriting perspective with significant upside as industry continues to discover new and interesting ways to develop this resource out here. That's the Midland side. I want to start there. It's a bit cleaner. On the Delaware side, it's a very well-delineated position. You're talking about the core of the Delaware in AMB County. When we think about what's going on offset us in the Southern Midland, let's say, we've got one of the larger operators immediately adjacent to us at 18 wells per section. We're underwriting, call it 14, 15. On the Delaware side, Tap Rock and other operators are routinely drilling over 20 wells per section from this stack. Some companies are even underwriting, you know, 22 wells per section. What we underwrote and what we see is, I think, a conservative approach. Again, like we did in the, in the DJ and we've done in, past experiences, we believe you should really focus on cash-on-cash returns, upspace development, and so we'll underwrite 14-16 wells per section, which is about two-thirds, I guess, of what's being developed immediately offset this, acreage position. Great details. Chris, just one follow-up. You know, I appreciate the shareholder return you guys are gonna continue to have. I'm just wondering, you know, and I know a lot of investors don't want the, don't want the production growth out there. Could you maybe just talk about total rigs running in each and, you know, if you think that'll be enough rigs to have a fully efficient program? Sure. Currently, Tap Rock's running about 4 rigs on the acreage position. We'll ultimately get that down to 2 rigs. I think importantly, by carving off the Olympus asset, we're left with a very stable production base, where the overall asset had a decline of greater than 60%. We're retaining a production base at scale and a decline year-over-year of, like, 38%. We can be a lot more efficient on development. We think we'll peel 4 down to 2 rigs on the Delaware side. On the Midland side, Hibernia's got 3 rigs running currently. We believe that we'll peel that back to 2 rigs, and then that will complement the 2 rigs that we have in the DJ. Very simplistically, as we think about how do we optimize free cash flow, keep production broadly flat year-over-year, we think a couple of rigs in each of the basins is where we'll begin. The thing that gets me excited, you know this about me, Neal, this gives us tremendous flexibility to drive competition for capital and to optimize capital allocation across those three high-quality positions. Thank you. Your next question comes from the line of Timothy Rezvan of KeyBanc. Please go ahead. Good morning, folks. Quickly, on the acquired assets, you know, big debate on these acquisitions of privates is on the sort of the high growth and then the steep declines you're facing. Can you talk to the decline rates on both these assets? Sure. This was-- this really was the differentiator, I think, as we viewed Tap Rock as specifically there. When we looked at the initial, what was on the menu, it just, it didn't fit with our business model. Our business model is scale, stable production base, that we can then optimize the development program to keep production flat. When we carved Olympus out, not only reduced the acquisition price, but we also greatly reduced the base decline. On the, on the Tap Rock piece, we're dealing with a base decline of about 38%. That compares to the DJ, currently, it's about 31%. It's a little bit higher, but certainly manageable, given the high asset quality to maintain that production. On the Hibernia side, we're in the mid 30s as well. Both assets have manageable declines with the highest asset quality onshore U.S. to ensure that we can maintain relatively flat production and minimize reinvestment rates. Okay. Okay, that's great context. Then, on the sort of the free cash flow and CapEx side, I believe I saw in your deck, $10 million Delaware Basin well costs, $8.5 million in the Midland. Can you talk about, is that, is that point in time, is that start in the year, is that where you think you can get? You know, because we're starting to see some, you know, really strong signals that service cost deflation is underway. I'm just kind of curious how you get to that assumption and how confident you are in hitting those numbers on well costs. Sure. Thank you for the question, Tim. Those are based on current costs, point in time, what the team is delivering today. We believe, as do you, that there is deflation that is going to occur, and certainly accelerate on the back half of this year. What we've underwritten is the current cost structure, which is prior to significant deflation. I think importantly, you touch on the critical piece here. I talk a lot of times of the deadly sins of M&A, of not focusing on the right inventory, of overpaying or having the wrong team operate here. We're gonna be working with both the Tap Rock and Hibernia teams, not only on a six-month transition period where we can lock in our development and that capital, but at the same time, pulling over long term, many of the technical folks and field organization that are currently developing these assets. Thank you. Again, if you would like to ask a question, press the star and followed by 1 on your telephone keypad. Your next question comes from the line of Nicholas Pope of Seaport Research. Please go ahead. Hey, good morning, everyone. Morning. Just kind of curious if you could talk about DJ Basin activity, if you anticipate this changing anything, or as you kind of go forward with these new assets, if the plan, the operating plan is kind of continuing status quo for what things have been looked at in that asset, no real change, and just kind of tacking this on. Is that right? Yeah, thank you for the question, Nick. I joke a lot of times, we're one of the easiest companies to model because we're gonna be between 160,000-170,000 BOE per day. We're gonna run 2-3 rigs, keep production as flat as we can, and peel off as much free cash as we can. That's been our model, right? That has been our true north for the DJ. We're taking that true north, and we're gonna apply it on both sides of the Permian. Our go-forward plan in the DJ remains the same. We're gonna be 160,000-170,000 BOE per day. We'll run a couple rigs, frac 2, a frac crew or 2, and how do we best optimize our capital allocation? The interesting piece here, Nick, that, you know, is TBD, is as you establish that competition for scarce capital amongst these teams and how you drive returns, and how do you optimize corporate level returns? When you have 3 of the highest quality oil basins, scale positions in each, you have a tremendous amount of leverage to further optimize. Maybe you lean in on the DJ, maybe you pull back or lean in on one of the other basins. We're excited about collectively 3 scale positions in 3 of the strongest basins in North America. Yeah, that's great. And then just kind of looking at, you know, on an ESG front, you guys have been, you know, one of the best in the industry, I think, in the DJ. As you look at these new assets and you think about emissions, flaring, and kind of the different operating environment down here in Texas and New Mexico relative to Colorado, curious how you're thinking about how that fits in, how you're thinking about that going forward, and how you plan to kinda tackle that relative to, I think, a, you know, pretty stringent environmental environment in Colorado. Yeah. Thanks, Nick. Thank you for the question there. You know, it's our fourth pillar. As this company was formed on those four strategic pillars, that fourth one is a super important one, which is, hey, we've got to build a business that's sustainable. In order to do that as a company, we have to lean in and really lead the way in terms of ESG. As you can imagine, as we're looking across opportunities within the DJ and in other basins, what we can bring to the table in terms of ESG is quite significant. It's significant, and it's a super important consideration. I do want to tip the cap and really call out the Hibernia and Tap Rock teams, because when we looked at these assets, yes, there's additional room that we can continue to drive down emissions, but the story of these two companies, how they've they set up the companies to perform in terms of ESG is really compelling. We're excited about taking where they are today and just driving additional improvements in terms of ESG. From electrification to reduced flaring, really driving emissions out of the system, both these companies, even though they're on the private side, have done a really good job, and we're just excited to bring them in under our tent and continue to lead the way in ESG. Thank you. We have a follow-up question from the line of Timothy Risser of KeyBanc. Please go ahead. Good morning. This may be for Marianella and Alan, just a couple quick follow-ups. You talked about the repurchase program going down to $500 million. Can you give any color on if you've been active, you know, in the open market on repurchases this year or in the last couple of months? Tim, not that we have to report at this time on the share buyback front. We did do the $300 million January repurchase. That was a substantial amount. Remember, that was at 61 bucks a share. Going forward, we will continue evaluating the most attractive opportunities to buy our equity, and as always, and our track record shows, we will continue to be flexible and opportunistic in executing that $500 million. Okay. Okay, fair enough. Then, you talked about $300 million of non-core asset sales. Can you give any details on where or what that might entail? Sure. I think as we get these assets, in under our umbrella, there could be additional opportunities to really just focus in on the highest quality assets in each of these three basins. When we look at our current assets that we operate, are there areas that we could monetize that are maybe more valuable in others' hands? I'm thinking non-operated acreage position. We love to have the ball in our hands. We can control execution, we can control development. In a non-op position, maybe it's more valuable in someone else's hands. There are other assets that have some scale that may just fall to the back of what is now, you know, nearly a decade of inventory. If it allows us to accelerate our deleveraging and get inside of that one turn faster than the second half of next year, we'll do that. But importantly, these transactions, the quality of the assets that we're acquiring, where we are in terms of leverage, pro forma, you know, it's going to have to be accretive to our deleveraging story for us to pull that trigger. Thank you. There are no further questions at this time. I will turn the call over to Chris Doyle for closing remarks. Please go ahead. Thank you again for your interest in Civitas. We're super excited about the path that's ahead for our companies, and we look forward to sharing our progress as we unlock the tremendous value that we see from these transformative transactions. I will certainly be reaching out to you and continuing the dialogue as we progress towards close and into many years of great execution. Thank you again, and please be safe. This concludes today's conference call. You may now disconnect.
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