SM ENERGY COMPANY AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONSM Energy Co • July 18th, 2024 • Crude petroleum & natural gas
Company FiledJuly 18th, 2024 IndustryOn June 27, 2024, SM Energy Company, a Delaware corporation ("SM Energy", “Company”, or "we"), as purchaser, entered into a Purchase and Sale Agreement (“XCL Acquisition Agreement”) with XCL AssetCo, LLC, a Delaware limited liability company, XCL Marketing, LLC, a Delaware limited liability company, Wasatch Water Logistics, LLC, a Delaware limited liability company, XCL Resources LLC, a Texas limited liability company, and XCL SandCo, LLC, a Delaware limited liability company (collectively, “XCL Sellers”), and, solely for purposes of ratifying certain representations and warranties, interim covenants and interpretative provisions, Northern Oil and Gas, Inc., a Delaware corporation (“NOG”), pursuant to which we agreed to purchase all of the rights, titles and interests in the Uinta Basin oil and gas assets owned by the XCL Sellers (“Uinta Basin Assets”) for a combined unadjusted purchase price of $2.55 billion. Immediately prior to the closing of the transactions contemplated by the XCL