CIVITAS RESOURCES (CIVI) Company Report

Civitas Resources, Inc. and SM Energy Company announced additional details regarding their planned merger, including the post-closing management team and Board of Directors, with Beth McDonald as President and CEO and Julio Quintana as Non-Executive Chairman of the Board.
The merger is expected to generate $200 million in identified annual synergies, with potential upside to $300 million, and an NPV-10 of $1.0 billion to $1.5 billion. These synergies are anticipated to be actioned in 2026, with at least $200 million realized in 2027.
The combined entity targets at least $1.0 billion in planned divestitures within the first year post-closing to strengthen the balance sheet and accelerate stockholder return of capital.
S&P Global Ratings and Fitch Ratings have placed SM Energy on CreditWatch Positive and Rating Watch Positive, respectively, indicating confidence in the post-merger outlook and a strengthened credit profile, with an accelerated path to an investment grade rating.

Nov 17, 2025, 10:06 PM

8-K

Civitas Resources Reports Strong Q3 2025 Results and Announces Merger with SM Energy

CIVI

Earnings

M&A

Share Buyback

Civitas Resources reported strong third quarter 2025 financial results, with net income of $177 million, operating cash flow of $860 million, Adjusted EBITDAX of $855 million, and Adjusted Free Cash Flow of $254 million.
Oil and total production increased six percent from the second quarter to 158 thousand barrels of oil per day (MBbl/d) and 336 thousand barrels of oil equivalent per day (MBoe/d), respectively, while cash operating expenses decreased by five percent to $9.67 per barrel of oil equivalent (BOE).
The company reduced net debt by $237 million and repurchased $250 million of its stock (approximately 8% of outstanding shares) in the third quarter of 2025.
Civitas Resources announced a merger with SM Energy Company and has discontinued providing quarterly and annual guidance due to the pending merger.
A quarterly dividend of $0.50 per share was declared, payable on December 29, 2025.

Nov 6, 2025, 9:24 PM

8-K

Civitas Resources Reports Strong Q3 2025 Results and Discontinues Guidance Due to Merger

CIVI

Earnings

M&A

Share Buyback

Civitas Resources reported strong third quarter 2025 financial results, including net income of $177 million, operating cash flow of $860 million, and Adjusted Free Cash Flow of $254 million.
For Q3 2025, oil production increased six percent to 158 MBbl/d and total production rose six percent to 336 MBoe/d, while cash operating expenses decreased five percent to $9.67 per BOE.
The company reduced net debt by $237 million and repurchased $250 million of its stock, representing approximately 8% of outstanding shares, during the third quarter.
Due to the pending merger with SM Energy Company, Civitas has discontinued providing quarterly and annual guidance.
A quarterly dividend of $0.50 per share was approved, payable on December 29, 2025.

Nov 6, 2025, 9:15 PM

Press Release

Civitas Resources Announces Merger Agreement with SM Energy, Secured by Voting Agreement

CIVI

M&A

Takeover Bid

Proxy Vote Outcomes

Civitas Resources, Inc. has entered into a Merger Agreement with SM Energy Company and Cars Merger Sub, Inc., which will result in Civitas Resources, Inc. merging into SM Energy Company.
A Voting Agreement was executed with Kimmeridge Chelsea, LLC, covering 4,148,022 shares of Civitas common stock, as a condition for the Merger Agreement.
The consummation of the mergers is subject to Company Stockholder Approval, requiring an affirmative vote from a majority of outstanding common stock.
As of October 31, 2025, there were 85,303,179 shares of Civitas Common Stock issued and outstanding.

Nov 3, 2025, 10:08 PM

8-K

SM Energy and Civitas Announce Transformational Combination

CIVI

M&A

Dividends

Share Buyback

SM Energy and Civitas announced a transformational stock-for-stock combination on November 3, 2025, with an estimated Transaction Enterprise Value of ~$12.8 billion.
Under the terms, 1.45 shares of SM Energy will be exchanged for each Civitas share, resulting in pro forma ownership of 48% for SM Energy and 52% for Civitas.
The transaction is expected to close in Q1 2026 and is projected to generate $200 - $300 million of annual synergies across G&A, operations, and cost of capital.
The combined company plans to maintain a fixed quarterly dividend of $0.20 per share and aims to achieve 1.0x net leverage by year-end 2027, while the previously authorized $500 million share repurchase program remains in effect.

Nov 3, 2025, 3:00 PM

Presentation

SM Energy Company and Civitas Resources Announce Merger

CIVI

M&A

Dividends

Share Buyback

SM Energy Company and Civitas Resources have entered into a merger agreement, aiming to create a combined entity with enhanced scale, synergies, and significant free cash flow generation.
The combined company will become a top-10 U.S. independent oil-focused producer, holding over 800,000 net acres and producing approximately 526,000 barrels of oil equivalent per day as of June 30, 2025. Estimated net proved reserves pro forma as of year-end 2024 total nearly 1.5 billion barrels of oil equivalent.
The merger is expected to deliver $200 million in identifiable and achievable annual run-rate synergies, with an upside potential to $300 million, fully realized as a run rate for 2027. These synergies encompass overhead, G&A, drilling and completion, and cost to capital savings.
The combined company will prioritize applying free cash flow to debt reduction, targeting one time net leverage by year-end 2027 at $65 WTI. A sustainable quarterly fixed dividend of $0.20 per share will be maintained, with future free cash flow directed towards growing the dividend and stock repurchases after the leverage target is met.

Nov 3, 2025, 3:00 PM

Transcript

Civitas Resources and SM Energy Announce Merger Agreement

CIVI

M&A

Dividends

Guidance Update

Civitas Resources, Inc. and SM Energy Company have entered into a definitive merger agreement in an all-stock transaction, forming a combined entity with an enterprise value of approximately $12.8 billion.
Under the terms, each Civitas common share will be exchanged for 1.45 shares of SM Energy common stock, with Civitas stockholders owning approximately 52% of the combined company on a fully diluted basis.
The merger is projected to deliver pro forma full-year 2025 consensus free cash flow exceeding $1.4 billion and identified annual synergies of approximately $200 million, with potential for $300 million.
The combined company will prioritize debt reduction, targeting 1.0x net leverage by year-end 2027, and will maintain a sustainable quarterly fixed dividend of $0.20 per share.

Nov 3, 2025, 11:25 AM

8-K

SM Energy and Civitas Resources Announce $12.8 Billion All-Stock Merger

CIVI

M&A

Dividends

SM Energy and Civitas Resources have agreed to an all-stock merger, forming a combined company with an enterprise value of approximately $12.8 billion. Each Civitas share will be exchanged for 1.45 shares of SM Energy, resulting in Civitas shareholders owning approximately 52% and SM shareholders approximately 48% of the combined entity, which will continue to trade as SM Energy.
The merged company is projected to have pro forma Q2 2025 production of about 526,000 boe/d and pro forma 2025 consensus free cash flow expected to exceed $1.4 billion.
The transaction is anticipated to generate roughly $200 million in annual synergies, with potential upside to $300 million, and the combined company plans a $0.20 quarterly fixed dividend.
Management aims for a net leverage target of approximately 1.0x by year-end 2027, based on specific commodity price assumptions, and the merger is expected to close in the first quarter of 2026.

Nov 3, 2025, 11:24 AM

Bloomberg

Civitas Resources Explores Strategic Alternatives, Including Potential Sale

CIVI

M&A

Takeover Bid

Civitas Resources, an independent oil and gas exploration and production company, is exploring strategic alternatives, including a potential sale or merger with peers of similar or larger size.
The company, valued at approximately $3.01 billion, operates in Colorado's Denver-Julesburg Basin and has a strong EBITDA margin of 71.21%.
Despite robust revenue growth over three years, Civitas has experienced a 1-year earnings decline of 38.1% and faces risks related to debt and market volatility.
Market reaction to the news has been positive, with its shares gaining over 2%, though no definitive decision has been made and the company may choose to remain independent.

Sep 30, 2025, 10:21 PM

Bloomberg

Earnings Transcripts

Quarterly earnings call transcripts for CIVITAS RESOURCES.

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