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SM Energy, Civitas Agree to $12.8 Billion All-Stock Merger

The deal now faces shareholder and regulatory reviews, with targets of up to $300 million in savings plus more than $1.4 billion in 2025 free cash flow.

Overview

  • Civitas shareholders will receive 1.45 shares of SM Energy for each Civitas share, with SM issuing about 126.3 million shares.
  • Post-close ownership is expected to be roughly 52% for Civitas investors and 48% for SM investors on a fully diluted basis.
  • The combined company will operate as SM Energy from Denver, led by CEO Herb Vogel with an 11-member board (six SM, five Civitas) and Julio Quintana as non-executive chair.
  • The portfolio covers about 823,000 net acres across the Permian and DJ basins, with pro forma second-quarter 2025 production near 526,000 barrels of oil equivalent per day.
  • Management details $200 million in identified annual cost synergies with upside to $300 million and projects 2025 free cash flow above $1.4 billion, with closing targeted for the first quarter of 2026 pending approvals.