(DEC)
Q1 2026 Earnings-Transcript
Operator: Greetings, and welcome to the Diversified Energy’s First Quarter 2026 Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Douglas Kris, Senior Vice President, Investor Relations and Corporate Communications. Thank you. You may begin.
Douglas Kris: Good morning, and thank you all for joining us today, and welcome to the First Quarter 2026 Results and Camino Acquisition Conference Call. With me today are Diversified’s Founder and Chief Executive Officer, Rusty Hutson; and President and Chief Financial Officer, Brad Gray. Before we get started, I will remind everyone that the remarks on this call reflect the financial and operational outlook as of today, May 7, 2026. Certain statements made on today’s call are forward-looking and may be subject to risks and uncertainties related to future events and the future financial performance of the company. Actual results could differ materially from those that are anticipated. The risk factors that may affect results are detailed in the company’s public filings with the SEC, including the annual report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 26, 2026.
During this call, we also make reference to certain non-GAAP financial measures. Our disclosures regarding those items are found in our earnings materials on our website and in our regulatory filings. I’ll now turn the call over to Rusty.
Robert Hutson: Thank you, Doug, and thank you all for joining the call today. For those of you following along with our acquisition and results slide deck, which we posted to our IR website last night, I plan to cover a few slides focusing on the acquisition of assets from Camino Natural Resources that we announced last night and then turn the call over to Brad to discuss highlights from our financial results. After Brad’s remarks, I will provide some closing thoughts before opening the call for your questions. Starting on Slide 4. Before we get into the quarterly results, I want to spend some time on what I believe is a truly defining moment for Diversified Energy, our acquisition with Carlyle of assets from Camino Natural Resources and our continued innovation in financing the acquisition of established energy assets.
Let me walk you through the structure because I think it speaks directly to how we think about capital allocation and value creation for our shareholders. In partnership with Carlyle, we are acquiring assets from Camino Natural Resources for $1.175 billion. The financing of the acquisition will consist of ABS debt facilitated by our partners at Carlyle and by cash contributions from both Carlyle and Diversified. A special purpose vehicle or an SPV will be established to jointly own the developed assets as well as issue the ABS notes. The initial ownership percentage in the SPV is 60% Carlyle, 40% Diversified. The acquired assets from Camino include production from PDP wells, of which Diversified will operate as well as undeveloped acreage. Notably, Diversified will own 100% of the undeveloped acreage and related proven undeveloped reserves.
Diversified’s total consideration paid for this acquisition is anticipated to be approximately $210 million or approximately only 20% of the transaction value. We plan to utilize existing liquidity to fund our contribution as we do not intend to issue equity for this acquisition. Based on the innovative financing structure with Carlyle owning 60% of the SPV, this acquisition is accounted for as an off-balance sheet transaction receiving equity method accounting treatment, which means the leverage associated with this acquisition stays at the SPV level and is not included in our consolidated balance sheet. Now that I’ve provided some details on the acquisition structure and financing, let me share a more straightforward explanation. Our partnership with Carlyle and this innovative financing structure allows us to acquire a $1.2 billion asset with a fraction of the balance sheet impact a traditional acquisition would carry.
Importantly, we can access an asset of this size and scale without the need to issue additional equity that could dilute our current shareholders. In terms of reporting, Diversified will receive 40% of the residual cash flow generated by the SPV. In addition, Diversified will receive a fee for the administration of the ABS and operation of the assets. And as I previously stated, Diversified retains full ownership and control of the valuable undeveloped acreage and all undeveloped locations. This upside sits entirely within our company. With our Carlyle partnership, we also have a future built-in pathway to buy out Carlyle’s equity interest as the asset matures and delevers. So not only are we benefiting on day 1, but this structure also sets up a natural future acquisition for us, which is fully consistent with our business model.
We expect the transaction to close in quarter three of 2026, subject to customary closing conditions. I want to go a level deeper on what this structure actually delivers for Diversified shareholders because there are multiple value levers in this transaction that I don’t want to get lost. First, 40% of the asset’s residual cash flow comes to the Diversified parent. The assets sit at the SPV level, so we receive the cash flow without the leverage. Second, and this is a point I want to reemphasize, 100% of the acreage in all undeveloped inventory stays with Diversified. The optionality and upside of that undeveloped position is entirely ours. Third, Diversified earns a management fee plus a future ownership percentage promote once Carlyle achieves certain return thresholds.
That’s incremental high-margin cash flow from further — that further enhances our returns on what is already an attractively priced asset. And fourth, as I mentioned, the Carlyle agreement includes a pathway for Diversified to buy out Carlyle’s full interest in a future period. This feature is a built-in future acquisition. We get to operate the asset, integrate it, realize the synergies and then step into full ownership when the timing is right. This deal is exactly the kind of innovative, creative and very shareholder-friendly structure we’ve been developing our capabilities to execute. We believe it’s a template for how Diversified can access large, high-quality asset packages while minimizing potential shareholder dilution and balance sheet risk.
Turning to Slide 5. Moving to the asset itself. Camino is a transformative contiguous bolt-on to our leading Oklahoma position, and we think the strategic logic here is as clear as any deal we’ve done. Camino brings approximately 51,000 net BOE per day of production from approximately 200 net operated wells across roughly 101,000 net acres. And notably, these assets sit directly adjacent to our existing Oklahoma footprint. When you look at the map, you can see this is not a reach into a new basin. This is a density play in the heart of our core Oklahoma operating territory. The production mix is approximately 15% oil, 30% NGLs and 55% gas, which increases our overall liquids weighting and further adds commodity diversification to our portfolio.
From a financial standpoint, Camino carries an estimated next 12 months EBITDA of approximately $397 million with the reserves of approximately 1.5 Tcf equivalent. And we’re acquiring this asset at a valuation that we believe is meaningfully below what comparable Oklahoma transactions have commanded. The contiguous nature of these assets is also what makes the integration thesis so compelling. We have line of sight to approximately $7 million in operating synergies and more than $20 million in G&A synergies. Our track record of integration gives us high confidence in our ability to quickly achieve these numbers. Additionally, through our disciplined underwriting process, we have identified approximately 100 actionable drill-ready inventory locations on the Camino acreage.
These locations have been run through our in-house engineering process, which is the same rigorous review we apply to every development decision across our portfolio. Our engineering teams have high-graded these 100 locations by considering spacing, pricing and appropriate type curves. And now inclusive of the Camino inventory, Diversified holds 1,000 Oklahoma locations in total, including more than 450 that meet our robust investment hurdles at $65 oil. It is exciting for me to share this information that in our 25th year of business we are blessed to have a robust inventory of future reserves. 450 economic locations in the state of Oklahoma is real value that we have accumulated. That’s a significant inventory runway and at a 1-rig pace, for example, would equate to over 30 years of inventory.
Turning to Slide 6. I want to spend a moment on valuation discipline because it is a cornerstone of how we operate and how we evaluate every deal we bring to our shareholders. Since November of 2023, there have been eight comparable Oklahoma transactions. The peer average on an enterprise value per flowing BOE basis is approximately $28,100. The peak valuation paid in this period was $34,000 per flowing BOE. Camino was transacted at $23,030 per flowing BOE per day. Our Canvas acquisition came in at $22,925. That means we have consistently priced these deals approximately 18% below the prevailing market average and nearly 1/3 below the recent cycle peak, which was within the last quarter. And I’d note that when Reuters reported in January of 2025 that NGP was seeking a $2 billion valuation for Camino, market expectations were substantially higher than where we ultimately transacted.
While we are invited to participate then and throughout the on-again, off-again process, we stuck with our valuation methodology, and that discipline has delivered a great result. This acquisition valuation metric for us is not an accident. It reflects the relationships we’ve built, the speed and certainty we bring to the deal table and the discipline to walk away when a deal doesn’t meet our return thresholds. We are a proven buyer in this basin, and we believe that our reputation continues to create deal flow and pricing advantages for our shareholders. Turning to Slide 7. With Camino, our portfolio optimization program, what we call POP, takes another meaningful step forward. Our POP toolkit encompasses three primary value levers related to this asset, acreage sales, select nonoperated programs and operated drilling.
Together, these tools have historically generated more than $400 million in cash flow since the beginning of 2023, and we see a continued runway ahead with our Oklahoma assets. On the Camino acreage specifically, we’ve used our in-house engineering and land man expertise to high-grade approximately 300 sell-side locations down to 100 actionable drill-ready locations. These are locations that clear our investment hurdles at $65 oil after completing our internal upspacing analysis and after running risk type curves versus using the analysis provided by the seller. As an example, a 1-rig program from Camino’s assets, which is down from the 3-rig program Camino had been running, complements our existing high-return nonoperated drilling activity while keeping our reinvestment rate conservative and our capital discipline intact.
But I want to be clear, we view this inventory as an option, not a mandate. Our reinvestment rate remains disciplined, and we will continue to evaluate development against outright sale, M&A, partnerships and return of capital alternatives. Turning to Slide 8. Let me briefly address synergies as I know this is an area where we’ve established credibility with our shareholder base. We’ve identified approximately $7 million in field level operating synergies, primarily through integration of Camino’s wells into our Smarter Asset Management framework, which allows us to reduce LOE through centralized vendor management, optimized field operations and through our efficient technology platform. On the G&A side, we see more than $20 million in near-term synergies from deploying our integration playbook.
The contiguous nature of the Camino assets means we’re not standing up a new regional infrastructure nor are we adding administrative or back-office resources. We’re holding these wells into an operating machine that already exists. We have an experienced Oklahoma team that has integrated over $2 billion of assets recently. With approximately 200 net wells across contiguous acreage, we expect this integration to move quickly and carry low execution risk. Turning to Slide 9. Before moving to the results portion of the presentation, I thought I would just bring it all together on Camino. This transaction checks every box in our acquisition framework. It brings a best-in-class asset management opportunity across an expanded and contiguous Oklahoma footprint.
It demonstrates our innovative financing capabilities using the Carlyle partnership and ABS structure to access a $1.2 billion asset with no equity issuance and achieving off-balance sheet accounting treatment for the issued ABS debt. It keeps the undeveloped upside 100% with Diversified and further enhances our returns with the management fee structure and built it has a built-in future acquisition pathway structured into the Carlyle agreement. We are confident this deal strengthens the long-term cash flow generation and shareholder return yield of this company, and we are excited about the future cash flow generation it provides to our shareholders as that asset matures and delevers over the coming years. As we have stated before, the opportunity set in front of this company is larger today than it has ever been.
There are assets in every basin we operate along with other basins that are undermanaged, undercapitalized and underoptimized. There are sellers who need certainty, who need a buyer with operational expertise and financial credibility to close transactions quickly and effectively. That is our brand and reputation. The Carlyle partnership has supercharged us, giving the company the ability to reach up and acquire large assets without shareholder dilution or balance sheet strength, and we are just getting started with that capability. With that, let me turn to our first quarter results. Turning to Slide 11. This slide tells the story of our disciplined capital allocation priorities, which are core to our differentiated business model. Not only is our business model differentiated, it is proven.
Our model continues to deliver on our four key priorities for capital allocation, which are as follows: systematic debt reduction, return of capital through dividend distributions and share repurchases and growing our portfolio of cash-generating assets through accretive strategic acquisitions. We are off to a terrific start in the first quarter of our 25th year in business. I’m extremely proud of our team for delivering outstanding results in our year of celebration. As you can see on this page, we have reinforced our track record across all of our shareholder priorities during the first quarter of 2026. During the first quarter, we repaid approximately $92 million in debt principal. This is not just financial housekeeping, it’s strategic.
Every dollar of debt we retire strengthens our balance sheet, reduces our cost of capital and expands our capacity to execute the next acquisition. With our pro forma leverage at 2.2x, we have the confidence to move decisively on opportunities like Tamino without putting our balance sheet at unnecessary risk. We returned approximately $94 million to shareholders through dividends and strategic share repurchases. And I want to be clear about how we think about share repurchases because it’s opportunistic by design. When we believe the market significantly misprices our stock, we act because we know what the business is worth, and we are willing to back that conviction with capital. We don’t view market dislocations as a threat. They are a buying opportunity and shareholders benefit.
Worth noting, we have demonstrated a track record of robust and disciplined capital allocation with approximately $2.3 billion in shareholder returns and debt principal repayments since our IPO in 2017. Together, these actions demonstrate the power of our disciplined and flexible capital allocation priorities and the quality and consistency of the cash generation capabilities of our portfolio of assets. And as a result, our free cash flow engine is expected to generate approximately $430 million this year. I’ll now turn the call over to Brad to discuss our financial performance and portfolio optimization results in greater detail.
Bradley Gray: Thank you, Rusty. I share Rusty’s excitement for Diversified’s future and my confidence in our teams, in our assets and in our ability to generate consistent, reliable cash flow has never been higher. I appreciate the dedication and commitment of our teams to deliver quality results each and every day. Now turning to Slide 12. Before sharing the highlights of our financial and operational results for the first quarter of 2026, I would like to focus on the right side of this slide. This presentation very simply illustrates how our accretive growth of cash-generating energy assets paired with best-in-class operational and corporate infrastructure translates into material bottom line growth. For the first quarter of 2026, starting with production, the daily production exit rate for March was approximately 1.23 Bcfe per day, and our production for the quarter averaged approximately 1.2 Bcfe per day.
Like others, our production was impacted by Winter Storm Fern and other regional weather events. But importantly, our deeply experienced operational teams were able to manage through those challenges and our production exit rate stands in line with our guidance. Total commodity revenue was $556 million, and adjusted EBITDA was a record $287 million for the quarter, with our adjusted EBITDA margin landing at 68%. Notably, our portfolio optimization processes or better known as our POP program allowed us to generate approximately $101 million in additional cash proceeds during the quarter. And I would note that approximately $50 million of the $101 million was an agreement sold working interest in acreage to a drilling program run by Continental Resources, receiving not only cash proceeds, but the opportunity to add production and overall reserves.
These results are exciting to reflect on, but the real excitement is about the opportunities in front of us and the capabilities of our team to capture those opportunities. Our adjusted free cash flow for the first quarter was $160 million and was burdened with approximately $11 million of transaction costs and also reflected some friction related to natural gas first of month and mid-month pricing volatility, specifically in the month of February. Our net debt stood at approximately $2.7 billion at the end of the first quarter, and we improved our overall pro forma leverage by approximately 20% to 2.2x. And that leverage ratio sits comfortably within our target level of 2.0 to 2.5x net debt to EBITDA. With approximately $529 million in liquidity our balance sheet is providing us the optionality and flexibility to navigate and take advantage of opportunities that we believe are available, including our recent Sheridan acquisition and notably the Camino acquisition.
Additionally, our investment-grade rated nonrecourse ABS notes help contribute to our financial resilience and ensure we maintain our discipline to consistently repay outstanding debt, of which we repaid $92 million during the first quarter. In summary, our team’s strong execution of our strategy to acquire and optimize stable, consistent cash-generating energy assets enables strong free cash flow generation and allow us to continue to prioritize returning capital to shareholders and paying down debt. This is what operational innovation looks like in the real world, a relentless, systematic compounding improvement in everything that we do, and our financial results reflect it. Now turning to Slide 13. I want to highlight the continued momentum in our joint venture nonoperated partnership program, which is adding high-return production with capital efficiency that we couldn’t otherwise achieve on a stand-alone basis.
We now have three active partnerships, the Mewbourne Anadarko program in Oklahoma and two new Permian Basin programs, one with a private operator on the Northwest Shelf in New Mexico and one with Continental Resources on the Central Basin Platform in Texas. The Oklahoma program continues to deliver greater than 60% program IRRs. The two new Permian programs are expected to begin initial drilling in the second and fourth quarters of this year, respectively. Our nonoperated development total production exit rate in 2026 is expected to be approximately 12,500 BOE per day, which meaningfully offsets our core business base production decline. And by contributing acreage into these JVs, we’re accessing well-level economics that aren’t otherwise available in our existing PDP portfolio.
It is worth noting that with the addition of Camino to our Oklahoma undeveloped inventory location count, we not only have the ability to expand our POP program, but further opportunity to expand the company’s underlying reserve value that can potentially facilitate the opportunity to expand our capital structure in the U.S. credit market and lower our cost of capital. Turning to Slide 14. We are reiterating our full year 2026 guidance today. We expect total production in the range of 1.17 MMcfe to 1.21 MMcfe per day with a mix of approximately 28% liquids and 72% natural gas. Adjusted EBITDA guidance remains in a range of $925 million to $975 million with adjusted free cash flow of approximately $430 million. Total capital expenditures are expected in the range of $205 million to $235 million, with nonoperated CapEx of $135 million to $155 million and maintenance CapEx in a range of $70 million to $80 million.
We remain committed to our leverage target of 2.0x to 2.5x. The recently closed Sheridan acquisition and the Camino transaction we announced last night are not fully reflected in these guidance figures. We look forward to providing further information on the combined financial profile as we approach our third quarter. And now turning to Slide 15. We believe Diversified Energy represents a truly compelling and differentiated investment. And when you look at our investment attributes, you see something that’s genuinely rare in the energy sector. We are a business that is simultaneously a growth story, a value story and an income story. And we believe the market is still in the early stages of fully recognizing these attributes — but the work that we are doing is closing the gap.
We have a viable path and a plan to grow that valuation, supported by the recognition that our core business delivers durable, consistent cash generation, similar to cash generation attributes of sectors that receive much higher valuation multiples in the equity markets. The value is even more magnified in the credit markets. where quality cash flow is rewarded with investment-grade ratings and lower cost of capital. Our continued success in the ABS market illustrates a compelling path to close the current valuation gap and provide a higher long-term valuation. And finally, I would like to extend my congratulations to Rusty on the achievement of his 25th year leading Diversified Energy. The proven nature of our business model is one thing, but the resilience, dedication, grit and creativity of its leader is equally, if not more important.
Now back to Rusty.
Robert Hutson: Thanks, Brad. Before we take questions, I want to step back for a moment to provide some final thoughts on our investment thesis and our strategic outlook. On Slide 16, Today, we’re in a highly volatile geopolitical and commodity price environment where many producers are still evaluating or pulling back from M&A and new commitments. At Diversified, our entire history has been built on doing exactly the opposite. We step up when others step away. We did it when we built this company from the ground up in Appalachia when other operators were chasing the drill bit and moving away from conventional production operations. We did it with recent transactions like Maverick, Canvas and Sheridan, and we’re doing it now with Camino.
We didn’t inherit this model. We didn’t copy this model. We invented it, and the barrier to entry isn’t just capital. It’s operational muscle, institutional knowledge, technological innovation and relationship infrastructure that underpin everything we do. We don’t just generate cash flow, we engineer it, make it durable and make it consistent. The result, 25 years in is a company that has returned approximately $1.2 billion to shareholders in dividends and share repurchases since IPO that has grown EBITDA per share at a 12% compounded annual growth rate over the last 5 years, and that will control over 1,000 Oklahoma undeveloped drilling locations, over 38,000 miles of midstream pipeline, operations in four distinct basins, including high-quality Permian assets and a daily production platform of over 1.2 Bcf per day.
When I look at the execution and results displayed here, it is important to note that, that kind of consistency doesn’t just happen by accident. It happens because we have built something that most companies in this industry haven’t, a true operating platform. It’s not just a collection of wells. It’s a technology-driven, vertically integrated, continuously improving system that brings every dollar of value out of every asset and acquisition. In a volatile world and an industry filled with uncertainty, the market rewards stability, and we are the constant. 25 years in with more opportunity ahead of us than behind us, we are proven, and we are just getting started. With that, I’d like to turn it over to the operator for the Q&A portion of today’s call.
Operator?
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Operator: [Operator Instructions] Your first question comes from Neal Dingmann with William Blair.
Neal Dingmann: Nice quarter. My first question is on your potential operational activity. Specifically on Slide 7, you all mentioned the potential for a rig from on Camino’s assets to complement your non-op. And I’m just wondering, what will determine if and when you would bring in a rig like this? And then remind me, other areas where you also have optionality like this to potentially bring in a rig to sort of juice things?
Robert Hutson: Yes. No, Neal, we really look at it, we have alternatives. It’s optionality. So we can — we have the acreage — and I’ll just be frank, I’ve received multiple calls already regarding the acreage we’re picking up with this Camino transaction, wanting to partner, drill ever. So we’ve got options here. We can — acreage sales are always on the table. JVs with other partners like our Mewbourne operator relationship in the Cherokee, the one that we just announced with Continental in the Permian or to your point, adding a rig ourselves. All of those options are on the table. As we stated in here, we have 100 locations that are highly economic at $65 oil. So you can imagine one of those three options would be something we would be looking at doing fairly quickly after we close the transaction.
Bradley Gray: Neal, this is Brad. I would just add, as Rusty indicated in his comments, we do have 1,000 locations down in Oklahoma that we’ve accumulated with Canvas, Camino, Tapstone — and one other, but — and 450 of those locations are highly economic at a $65 oil price. So that number of opportunities really, as Rusty indicated, creates tremendous optionality for us.
Neal Dingmann: And Brad, that sort of leads me to my second question was going to be around Slide 5, where you classify, as you said, just with Diversified alone over 350,000, another 100,000 for Camino, which you all term actionable Oklahoma inventory. I’m just wondering what metrics are you using to put it in that to, call it as actionable? And what would be potential timing of development in this area?
Bradley Gray: Generally, we’ve underwritten these assets at $65 oil, $3.75 gas. That’s the primary. And then we’ve been, as also as Rusty indicated, running through our in-house engineering and rigorous process, we’ve really risk — derisked these locations. As we said, there’s 100, a 1,000 out there, but 450 are economic here. So it’s a big inventory. I mean if you ran 1 rig on that number of locations, you could have 30 years of inventory. So it’s a good opportunity for us.
Robert Hutson: And Neal, from our perspective, everything we do, we have acquisitions that IRR hurdles that we have to look at. This would have to compare to it. And so everything is obviously compared on an IRR basis. So those 100 would obviously fit that mold. And so the one thing for us now is how do we leg into it and which degree that we leg into it outright sale, JV or with our own rig. But I would say that from a timing perspective, it’s not something we would sit on for a year or two, that’s for sure.
Neal Dingmann: That make sense guys. A great time to have massive acreage.
Operator: Next question, Charles Meade with Johnson Rice.
Charles Meade: I wanted to ask about the — I know there’s probably more details than we could or should get into on this call, but about the Camino SPV and the mechanics of it and how Diversified owns the — I guess, the undeveloped portions. Does the SPV just own an interest in the existing wellbores? And if that’s the case, then what’s the structure and the mechanism whereby Diversified kind of owns the rest? And is there any kind of duration on this SPV that you could point us to?
Bradley Gray: Neal, first of all, as we indicated in our comments, the undeveloped inventory, the undeveloped acreage is 100% owned by Diversified. It is not included within the SPV. So we have full ability to benefit from the value there. The SPV does own the wellbores of the producing PDP wells. And then the ownership percentage of that SPV is 60% Carlyle, 40% Diversified Energy. The SPV will also have the debt. We’ll issue the ABS debt. And as we indicated, it will not be consolidated on our balance sheet. So really, I mean, you could look at this transaction in two different transactions, one with an undeveloped component and one with a PDP component. The SPV has the PDP Diversified as the undeveloped, along with its equity interest in the SPV.
Charles Meade: Got it, Brad. You understood where I was going with that. And then if I could actually go back to what Neal was just asking about because I want to make sure I understand. is Diversified now considering running an operated — I mean it sounds like you are considering running an operated drilling program, but you’re not committed to it. And I know in the past, you’ve talked about it’s like if you’re going to run an operated drilling program, that means there’s a whole set of professional competencies that you have to have in your organization, which historically, I believe you haven’t. But you picked up a lot of talent with Maverick and it’s possible you’re picking up more talent here with Camino. So could you just elaborate on that?
Robert Hutson: Yes, Charles. I’ll call you Charles. Brad called you Neal. I’ll call you Charles.
Bradley Gray: Oh, I am sorry.
Charles Meade: I caught that too.
Bradley Gray: Sorry.
Robert Hutson: No. Yes, you’re absolutely right. But again, keep in mind, we have three options here, okay? The one that will make the most economic viability to us is the one we would take. We can sell the acreage. We can JV it, which we’ve done twice now with Mewbourne and then also now with Continental and the Permian, which in both of those cases, as you know, that brings their expertise to the table, and we’re just participating alongside of them. They’re paying us for that value and then we’re participating alongside of them. Or in some cases, we could consider bringing on a rig ourself. All three of those options are viable. For us, it will just be evaluating which one makes the most sense, most economic sense to us as we move forward.
Bradley Gray: And Charles, I got to write this down, yes. You did mention an accurate statement that we did pick up a lot of very solid strong talent in our Maverick Natural Resources acquisition. And Rick Gideon, who’s our Chief Operating Officer, has extensive experience in the Lower 48, including in Oklahoma in developing wells. We picked up some very capable technical talent from an engineering perspective at all different parts — and we’ve got experience with our employees that have worked in drilling programs, drilling and completion programs in the past. So we’re not starting from scratch if that’s the path that we decide to go down.
Robert Hutson: Yes. And Charles, I will also just to elaborate just further, that experience that Rick and his team and the engineering team and such brought to the table from the Maverick deal was also one of the reasons why you have seen us be so successful in our POP program, being able to, for the first time, really get behind the scenes, evaluate all of our acreage position across the company and really determine value that we can then go out and extract for things that we didn’t pay for when we did these transactions. And so Rick and his team have helped us tremendously from that standpoint.
Operator: Next question, Jonathan Mardini with KeyBanc Capital Markets.
Jonathan Mardini: You alluded to this a little bit, but in the prepared remarks and just broadly, historically, you’ve talked about the potential to buy out Carlyle’s equity interest, in this case, in the Camino assets as they mature and the ABS within the SPV delevers over time. Just curious how you would think about the various milestones or the timing that could drive a potential buyout of the structure?
Robert Hutson: Yes, it’s really — I wouldn’t say that there’s any specific thing that we would put our finger on to say that’s the time to do it. But for us, there are a lot of variables in there. There’s obviously the delevering, the asset maturity, the reversion aspect of the SPV that to be triggered where we would automatically receive a reversion. And so all of those things will be coming into play. And a lot of it just goes back to the one thing that’s really attractive about this partnership is we’re able to really accumulate a lot more assets at a much faster pace than we would if we were trying to do all this on our own balance sheet, but it’s setting up a massive inventory that we can acquire. As we sit here every so often when you hear questions, they say, well, what — how are you going to grow the business long term, acquisitions, whatever.
This is going to be a big inventory of assets that we can continue to acquire back from Carlyle just by buying out their residual equity value in the SPV and bringing it on balance sheet. So I don’t think there’s any triggering moment. It’s really based on just from Diversified’s perspective, what’s the right timing and the need to grow the business on a going-forward basis.
Bradley Gray: And Jonathan, one other aspect. We have a track record of issuing ABS notes, allowing them to delever and then creating equity value in those structures. And then we’ve been able to refinance and tap into that equity value, just like you would in your home mortgage that you’re paying down. We’ve been able to tap into that equity value and use that liquidity to continue to grow the business. And so there would be some similar characteristics that we would look at in this Carlyle structure with the ABS notes that we’re putting on that.
Jonathan Mardini: Okay. Yes, that’s clear. I appreciate the detail. If I could just pivot on your non-op JVs. You referenced asset sales to Continental this year related to a joint development program starting in 4Q. Can you just maybe talk about or help frame the scope of that JDA, whether in terms of well or rig commitments or maybe expected contribution to production over time?
Robert Hutson: Yes, it’s an ongoing — to be fair, we just signed it up. I mean, literally just a couple of — yes. And so sitting down with them, walking through the drill schedule that they have anticipated, they paid us for 50% of that acreage position upfront, and then we’ll participate alongside them on a going-forward basis. Most of that contribution will be in ’27, obviously, because they’re not really picking up a rig until the end of the year. But they’re still working through the mechanics of the timing and how many wells and when they’re going to drill them.
Bradley Gray: And then on top of that, we’ve talked about in the past that we’ve got noncore acreage we don’t really consider this acreage position that we had that we contributed to Continental as noncore. I mean it’s very proven acreage. We just believed through our analysis by Rick and his team that the best way to generate value for Diversified was to contribute, receive cash and then utilize the expertise of Continental in that area. So this is very good acreage, and we just, through our economic analysis, believe that this was the best path.
Operator: Next question, Jarrod Giroue with Stephens.
Jarrod Giroue: So my first one is just on the Camino acquisition. Thank you, Rusty, for the details on why you’re funding the acquisition, utilizing the off-balance sheet equity method of accounting. So I guess my question is for future acquisitions, how do you guys decide if that’s the route will go if utilizing the off-balance sheet financing? And could you just give an update on your partnership with Carlyle? I believe the original agreement was for up to $2 billion in PDP acquisitions. So I guess after the Camino, what’s still remaining? Or can you guys go higher than the total $2 billion?
Robert Hutson: Yes. Let me address the first question in terms of forward acquisitions, whether we use the Carlyle partnership or not. I would say a lot of the transactions that we’re looking at sitting here to date the Carlyle structure would be highly utilized through that acquisition opportunity set. For us, we’re seeing a very robust market right now. I think just the overall market for divestitures has opened up quite a bit in the last 30 days, and I think we’re going to be involved in several of those. And so I think that off-balance sheet nondilutive structure to us is very attractive. We’re able to do more without stressing the balance sheet. So I would say that’s probably going to be a majority of what we do moving forward here over the next several months.
On the other hand, as it relates to their — the agreement we had with them stated a $2 billion commitment — but there — the opportunity is way bigger, and they have made the commitment that they don’t really — it was $2 billion. We put it in our agreement just because we had to put a number. It’s unlimited. I mean they have capital. We have opportunity set. They’re ready to put money to work as we are. And I would say that there’s no restrictions at least right now in terms of the opportunities and what they’re willing to step up for.
Jarrod Giroue: That’s great color. Yes. And then just my second question, just on capital return priorities. If you had to rank debt reduction, share repurchases, the fixed dividend acquisitions, how would you rank those most important to least important to Diversified?
Robert Hutson: It’s — look, they’re all very, very important. And I wouldn’t rank them. I would say we would always put them in the order of which one makes the most sense at that specific time. And so we’re on a systematic debt reduction process with the ABSs. So every quarter or really every month, we have debt reduction. So that’s ongoing. That’s a very important factor in our business. We obviously, as Brad said earlier, these ABSs, we want them to pay down. We want them to create equity value that we can then utilize to grow the business going forward. So that one is probably — if I had to rank them as I sat here today, that one is always going to be right at the top because you’re doing it every quarter. But as it relates to dividends, that’s a very, very important piece of our business.
We’ve set that dividend. We’ve said that it’s stable and it’s very dependable. And no one should worry about that fixed dividend. And then share repurchases, as I said in my comments, they really just kind of factor on are the shares being mispriced. And when they are, we’re going to be opportunistic to step in there and buy them because we believe that’s a very, very good use of our cash to reduce our share count and create value for the ones that are still holding it. So all in all, I think we’re all in a — all four of them are important, but as is growing the business because you have to grow. So I think it’s really just based on that specific moment, which one makes the most sense.
Bradley Gray: And what I like about the business model and the business that we’ve built is the fact that we do have flexibility on all of those. The durability and consistency of our cash flows give us — and the way we’ve capitalized the business give us the ability to balance all four.
Operator: [Operator Instructions] Next question comes from Sam Wahab with Peel Hunt.
Sam Wahab: Actually, a lot of mine have already been answered, but one that I do have is that just in terms of the off-balance sheet SPV, I mean, what sort of differences in terms of return hurdles have you applied to the Camino deal that you wouldn’t necessarily do or you would do more if it was on your balance sheet?
Robert Hutson: Well, the only thing that would — if it was on our balance sheet, the biggest restriction would be, Sam, is that it would really tie us up from being able to do more transactions of that size in the future. Because when you bring it on the balance sheet, you’ve got the debt, you’ve got the — all the other things that come along with the balance sheet transaction. That’s something that we wanted to limit. We didn’t want the, number one, the leverage on our balance sheet, but we also didn’t want to result in any kind of dilution to our existing shareholders. That was the big thing. We want to grow the business. We want to grow the free cash flow profile of the business with as little to no dilution to our shareholders as possible. And so that would probably be the only difference.
Bradley Gray: Sam, I’ll also add that with our Carlyle partnership, it’s not just a financing partnership. It’s a true partnership to really look for value because they’re taking an equity interest in the SPV like we are. And so we’re definitely aligned as it relates to the valuing of the assets.
Sam Wahab: Yes. Understood. So should we start thinking that, that sort of structure will be the dominant funding route for your sort of larger deals that you remain optimistic as and when you see good fits and synergies potential in your existing sort of on-balance sheet format?
Robert Hutson: Yes. I mean the larger deals for sure would be things that we would look at with them. I would say as it relates to our on balance sheet, smaller bolt-ons, corporate transactions that may not fit the structure would be the things that we would look at from that standpoint.
Bradley Gray: And if you just play this answer forward into the future, and we’ve — if we’re fortunate enough to be able to stack 4 or 5 of these type of transactions over the next couple of years, what does that mean 3 years and 4 years down the road? Well, it creates an inventory of acquisitions that we can bring back on to the balance sheet, bring that cash flow, as we’ve mentioned, high-margin cash flow back on to our financial statements, and that just provides, again, stability — future stability for our company.
Sam Wahab: Great. And just finally, more broadly, you mentioned, Rusty, that you’re seeing a lot more activity up until recently, a lot of divestitures — could you just talk a little bit about what’s driving that, where you’re seeing the opportunity in terms of geography? And also comment on — is it more gas related? Is it more liquid related and where your preference lie?
Robert Hutson: Yes. No, I think, obviously, liquids have become to the forefront here. — obviously, the oil price escalation in the next month or two, I think what people aren’t really focused on is you just think, well, oil is up in the front month. But if you look out over the curve, it’s not really that substantially higher than it was 6 months ago. But that $2 difference in that curve going forward has caused some of these more liquid-rich plays or assets to come to market. We still are seeing gas. There’s some gas out there that’s in the market. It’s just not as much as you’re seeing on the liquid side right now.
Sam Wahab: Congrats again on another impressive deal.
Operator: Thank you. I would like to turn the floor over to Rusty Hutson for closing remarks.
Robert Hutson: I just want to say thank you all again for joining today. If you have any further questions, obviously, reach out to Doug and on our Investor Relations group, and he’ll have all the answers you need. Thank you again.
Operator: This concludes today’s teleconference. You may disconnect your lines at this time, and thank you for your participation.
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