EX-99.2
Published on September 18, 2026
Exhibit 99.2
Condensed Consolidated Financial Statements (Unaudited)
Camino Natural Resources Holdings, LLC and Subsidiaries
As of March 31, 2026 and December 31, 2025 and for the Three Months
Ended March 31, 2026 and 2025
See accompanying notes to unaudited condensed consolidated financial statements. |
1 |
Camino Natural Resources Holdings, LLC and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
March 31, 2026 | December 31, 2025 | ||
ASSETS | |||
Current assets | |||
Cash and cash equivalents ..................................................................................... | $43,232 | $33,293 | |
Accounts receivable, net of allowance for doubtful accounts of $637 and $696, respectively ............................................................................................................ | 92,791 | 87,403 | |
Derivative instruments ........................................................................................... | 9,808 | 60,841 | |
Prepaid and other current assets ............................................................................ | 1,557 | 1,562 | |
Total current assets .............................................................................................. | 147,388 | 183,099 | |
Oil and natural gas properties, other property and equipment | |||
Proved oil and natural gas properties, successful efforts method .......................... | 2,928,657 | 2,842,410 | |
Accumulated depreciation, depletion and amortization ........................................ | (1,028,183) | (985,265) | |
Unproved oil and natural gas properties ................................................................ | 314,192 | 318,364 | |
Other property and equipment, net of accumulated depreciation of $5,374 and $5,016 respectively ................................................................................................ | 1,527 | 1,724 | |
Total oil and natural gas properties, other property and equipment, net ............. | 2,216,193 | 2,177,233 | |
Noncurrent assets | |||
Investment in unconsolidated subsidiary ............................................................... | 51,606 | 50,626 | |
Derivative instruments ........................................................................................... | 3,294 | 14,269 | |
Operating leases right-of-use assets ....................................................................... | 26,057 | 42,402 | |
Other noncurrent assets .......................................................................................... | 8,160 | 8,619 | |
Total assets .............................................................................................................. | $2,452,698 | $2,476,248 | |
LIABILITIES AND EQUITY | |||
Current liabilities | |||
Accounts payable ................................................................................................... | $46,014 | $33,942 | |
Accrued expenses .................................................................................................. | 38,021 | 45,545 | |
Revenue and royalties payable ............................................................................... | 74,716 | 77,405 | |
Derivative instruments ........................................................................................... | 36,388 | – | |
Lease liabilities ...................................................................................................... | 22,217 | 45,215 | |
Deferred drilling incentive ..................................................................................... | 10,250 | 10,250 | |
Other liabilities ...................................................................................................... | 10,780 | 10,821 | |
Total current liabilities ......................................................................................... | 238,386 | 223,178 | |
Noncurrent liabilities | |||
Revolving credit facility ........................................................................................ | 420,000 | 415,000 | |
Asset retirement obligations .................................................................................. | 11,305 | 10,968 | |
Derivative instruments ........................................................................................... | 5,411 | 418 | |
Deferred drilling incentive ..................................................................................... | 115,217 | 117,780 | |
Lease liabilities ...................................................................................................... | 3,421 | 3,574 | |
Other liabilities ...................................................................................................... | 570 | 380 | |
Total liabilities ..................................................................................................... | 794,310 | 771,298 | |
Equity | |||
Members' equity .................................................................................................... | 1,550,283 | 1,593,165 | |
Non-controlling interest ......................................................................................... | 108,105 | 111,785 | |
Total equity ......................................................................................................... | 1,658,388 | 1,704,950 | |
Total liabilities and equity ..................................................................................... | $2,452,698 | $2,476,248 |
See accompanying notes to unaudited condensed consolidated financial statements. |
2 |
Camino Natural Resources Holdings, LLC and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands)
Three Months Ended March 31, | |||
2026 | 2025 | ||
Revenues | |||
Oil revenues ............................................................................................................ | $54,789 | $45,125 | |
Oil revenues with affiliate ....................................................................................... | 481 | 171 | |
Natural gas revenues ............................................................................................... | 9,786 | 12,401 | |
Natural gas revenues with affiliate .......................................................................... | 67,527 | 49,956 | |
Natural gas liquid revenues ..................................................................................... | 4,653 | 7,188 | |
Natural gas liquid revenues with affiliate ............................................................... | 36,963 | 34,235 | |
Total revenues ....................................................................................................... | 174,199 | 149,076 | |
Operating expenses | |||
Lease operating expenses ........................................................................................ | 16,898 | 9,654 | |
Transportation, processing, gathering and other operating expense ....................... | 2,671 | 4,585 | |
Transportation, processing, gathering and other operating expense with affiliate .. | 30,243 | 22,525 | |
Production taxes ...................................................................................................... | 8,015 | 6,953 | |
Depreciation, depletion, amortization and accretion of asset retirement obligations ............................................................................................................... | 43,478 | 42,704 | |
Leasehold expirations .............................................................................................. | 131 | 238 | |
General and administrative expenses ...................................................................... | 3,354 | 4,547 | |
Total operating expenses ...................................................................................... | 104,790 | 91,206 | |
Loss on sale of oil and natural gas properties ......................................................... | (180) | (629) | |
Total operating income ........................................................................................... | 69,229 | 57,241 | |
Other expense (income) | |||
Interest expense ....................................................................................................... | 8,465 | 6,714 | |
Net loss on derivative instruments .......................................................................... | 109,156 | 47,661 | |
Income from equity investments ............................................................................. | (980) | (3,803) | |
Other income ........................................................................................................... | (850) | (720) | |
Total other income expense .................................................................................. | 115,791 | 49,852 | |
Net (loss) income ...................................................................................................... | (46,562) | 7,389 | |
Net (loss) income attributable to non-controlling interest ...................................... | (3,680) | 191 | |
Net (loss) income attributable to Camino Natural Resources Holdings, LLC ... | $(42,882) | $7,198 | |
See accompanying notes to unaudited condensed consolidated financial statements. |
3 |
Camino Natural Resources Holdings, LLC and Subsidiaries
Unaudited Condensed Consolidated Statements of Equity
(in thousands)
Members' Equity | Non-Controlling Interest | Total Equity | ||||
Balance at December 31, 2025 ............................... | $1,593,165 | $111,785 | $1,704,950 | |||
Net loss .................................................................. | (42,882) | (3,680) | (46,562) | |||
Balance at March 31, 2026 .................................... | $1,550,283 | $108,105 | $1,658,388 | |||
Balance at December 31, 2024 ............................... | $1,610,003 | $100,200 | $1,710,203 | |||
Distributions .......................................................... | (49,275) | (3,750) | (53,025) | |||
Net income ............................................................. | 7,198 | 191 | 7,389 | |||
Balance at March 31, 2025 .................................... | $1,567,926 | $96,641 | $1,664,567 |
See accompanying notes to unaudited condensed consolidated financial statements. |
4 |
Camino Natural Resources Holdings, LLC and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended March 31, | |||
2026 | 2025 | ||
Cash flows from operating activities | |||
Net (loss) income ................................................................................................... | $(46,562) | $7,389 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Accretion of asset retirement obligations ............................................................ | 201 | 173 | |
Depreciation, depletion and amortization ........................................................... | 43,277 | 42,531 | |
Loss on sale of oil and natural gas properties ..................................................... | 180 | 629 | |
Leasehold expirations .......................................................................................... | 131 | 238 | |
Amortization of drilling incentive ....................................................................... | (2,563) | (2,522) | |
(Gain) loss on derivative instruments .................................................................. | 109,156 | 47,661 | |
Net received for derivative settlements ............................................................... | (5,766) | (966) | |
Income from equity investments ......................................................................... | (980) | (3,803) | |
Other .................................................................................................................... | 684 | 544 | |
Changes in operating assets and liabilities: | |||
Accounts receivable ............................................................................................ | (1,762) | (4,609) | |
Prepaid and other assets ...................................................................................... | 3 | 12 | |
Accounts payable and other liabilities ................................................................. | 5,156 | (1,320) | |
Net cash provided by operating activities ......................................................... | 101,155 | 85,957 | |
Cash flows from investing activities | |||
Acquisition of oil and natural gas properties ......................................................... | (8,325) | (707) | |
Development of oil and natural gas properties ...................................................... | (87,865) | (99,485) | |
Proceeds from sales of oil and natural gas properties and other assets ................. | 166 | 798 | |
Purchases of other property and equipment ........................................................... | (161) | (119) | |
Net cash used in investing activities .................................................................... | (96,185) | (99,513) | |
Cash flows from financing activities | |||
Distributions .......................................................................................................... | – | (49,275) | |
Distribution to non-controlling interest ................................................................. | – | (3,750) | |
Proceeds from revolving credit facility ................................................................. | 15,000 | 50,000 | |
Repayment of revolving credit facility .................................................................. | (10,000) | – | |
Deferred financing cost .......................................................................................... | (31) | (10) | |
Net cash provided (used) in financing activities ................................................. | 4,969 | (3,035) | |
Increase (decrease) in cash and cash equivalents ..................................................... | 9,939 | (16,591) | |
Cash and cash equivalents, beginning of period ...................................................... | 33,293 | 27,257 | |
Cash and cash equivalents, end of period ............................................................ | $43,232 | $10,666 | |
Supplemental schedule of additional cash flow information: | |||
Cash paid for interest ............................................................................................... | $7,364 | $5,534 | |
Lease liabilities ......................................................................................................... | $2,438 | $– | |
Change in accruals related capital expenditures ...................................................... | $6,964 | $(14,090) | |
5 |
Camino Natural Resources Holdings, LLC and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Organization
Camino Natural Resources Holdings, LLC, a Delaware limited liability company, together with its subsidiaries ("Camino
Holdings" or the "Company"), is an independent oil and natural gas company focused on the acquisition, development
and optimization of crude oil and liquids-rich natural gas reserves in the Merge, STACK and SCOOP plays of the
Anadarko Basin in Oklahoma.
The Company owns a 92.5% membership interest in Camino Natural Resources, LLC ("Camino") and a 100%
membership interest in Land Run Minerals II, LLC ("Land Run"). The non-controlling interest in Camino is presented
separately within equity and net income in the accompanying unaudited condensed consolidated financial statements.
The Company also owns a 10.1% interest in Sterling Way Holdings, LLC ("Sterling Way"), which owns Iron Horse
Midstream Holdings, LLC ("Iron Horse"), a natural gas midstream business focused on gathering, transportation,
processing and treating assets. The investment is accounted for under the equity method.
The Company is indirectly owned by affiliates of Natural Gas Partners ("NGP"), third-party investors and management
members. Affiliates of NGP collectively own approximately 76% of the Company.
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States ("GAAP") applicable to interim financial information.
Accordingly, certain information and disclosures normally included in annual financial statements prepared in
conformity with GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements
should be read in conjunction with the Company's audited consolidated financial statements and related notes thereto as
of and for the year ended December 31, 2025.
In the opinion of management, all adjustments, consisting only of normal recurring adjustments and accruals, considered
necessary to present fairly, in all material respects, the Company's financial position, results of operations and cash flows
for the interim periods presented have been included. Operating results for the interim periods presented are not
necessarily indicative of the results that may be expected for the full year or any future period.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly and
majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Note 3 - Accounts Receivable and Accrued Expenses
Accounts receivable are comprised of the following for the periods indicated:
(in thousands) | March 31, 2026 | December 31, 2025 | |
Accrued oil, natural gas and NGL receivable ......................................... | $61,139 | $64,225 | |
Joint interest billings, net ........................................................................ | 22,520 | 16,988 | |
Receivables with entities under common control ................................... | 6,018 | 5,073 | |
Other ....................................................................................................... | 3,114 | 1,117 | |
Accounts receivable, net ......................................................................... | $92,791 | $87,403 |
Accrued expenses are comprised of the following for the periods indicated:
(in thousands) | March 31, 2026 | December 31, 2025 | |
Accrued capital expenditures .................................................................. | $26,023 | $35,349 | |
Accrued lease operating expenses .......................................................... | 3,310 | 3,432 | |
Other ....................................................................................................... | 8,688 | 6,764 | |
Total ........................................................................................................ | $38,021 | $45,545 |
6 |
Revenue and royalties payables are comprised of the following for the periods indicated:
(in thousands) | March 31, 2025 | December 31, 2025 | |
Revenue suspense ................................................................................... | $61,290 | $60,622 | |
Accrued production taxes ....................................................................... | 1,971 | 2,148 | |
Accrued revenue deductions ................................................................... | 11,159 | 13,750 | |
Other ....................................................................................................... | 296 | 885 | |
Total ........................................................................................................ | $74,716 | $77,405 |
Note 4 - Debt
Credit Agreement
Camino has a revolving credit facility with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative
agent, that provides for a secured revolving credit facility (the "Credit Agreement").
As of March 31,2026, the borrowing base to $800.0 million, increase elected commitments to $600.0 million, and the
maturity date to November 6, 2029.
Borrowing availability under the Credit Agreement is limited to the lesser of the borrowing base and elected
commitments. The borrowing base is subject to semiannual redeterminations based primarily on the value of the
Company's proved oil and natural gas reserves.
Borrowings under the Credit Agreement may be alternate base rate ("ABR") loans or term SOFR loans. ABR loans bear
interest at the greatest of the prime rate, the Federal Reserve Bank of New York rate plus 0.50%, or one-month adjusted
term SOFR plus 1.00%, plus an applicable margin ranging from 1.75% to 2.75%. SOFR loans bear interest at adjusted
term SOFR plus an applicable margin ranging from 2.75% to 3.75%, in each case based on utilization of the credit
facility.
The Credit Agreement is secured by substantially all of the Company's and its subsidiaries' assets, subject to customary
exceptions.
At March 31, 2026, outstanding borrowings under the Credit Agreement were $420.0 million, with available borrowing
capacity of $180.0 million. At December 31, 2025, outstanding borrowings under the Credit Agreement were $415.0
million, with $185.0 million of available borrowing capacity.
The Credit Agreement contains customary financial covenants, including leverage ratio and current ratio requirements.
As of March 31, 2026, the Company was in compliance with all financial covenants.
Note 5 - Derivative Instruments
Commodity Contracts
The Company uses derivative instruments to mitigate volatility in commodity prices. While the use of these instruments
limits the downside risk of adverse price changes, their use may also limit future cash flow from favorable price changes.
The Company may use commodity derivative instruments known as fixed price swaps to realize a known price for a
specific volume of production, basis swaps to hedge the difference between the index price and a local index price, or
collars to establish fixed price floors and ceilings. All transactions are settled in cash with one party paying the other for
the resulting difference in price multiplied by the contract volume.
7 |
The following table summarizes the approximate volumes and average contract prices of swap contracts the Company
had in place as of March 31, 2026:
2026 | 2027 | 2028 | ||||
Crude Oil Fixed Price Swaps: | ||||||
Notional volumes (Bbl) ................................................... | 1,657,781 | 1,676,231 | 592,580 | |||
Weighted average floor price ($/Bbl) (1) ......................... | $64.99 | $62.42 | $64.87 | |||
Natural Gas Fixed Price Swaps: | ||||||
Notional volumes (MMBtu) ............................................ | 39,343,821 | 54,177,820 | 31,377,558 | |||
Weighted average ceiling price ($/MMBtu) ................... | $3.83 | $3.90 | $3.77 | |||
Natural Gas Basis Fixed Price Swaps: | ||||||
Notional volumes (MMBtu) ............................................ | 44,512,879 | 54,177,820 | 31,377,555 | |||
Weighted average price ($/MMBtu) ............................... | $(0.56) | $(0.39) | $(0.40) | |||
Natural Gas Liquid Fixed Price Swaps: | ||||||
Notional volumes (Bbl) ................................................... | 4,228,612 | 4,163,456 | 868,328 | |||
Weighted average price ($/Bbl) ...................................... | $29.49 | $28.51 | $26.92 |
(1)These crude oil swap transactions are settled based on the NYMEX WTI oil price on each trading day within the specified monthly
settlement period versus the contractual swap price for the volumes stipulated.
Derivative Instrument Reporting. The Company's oil and natural gas derivative instruments have not been designated as
hedges for accounting purposes. Therefore, all gains and losses are recognized in the Company's unaudited condensed
consolidated statements of operations. All derivative instruments are recorded at fair value in the unaudited condensed
consolidated balance sheets, other than derivative instruments that meet the "normal purchase normal sale" exclusion,
and any fair value gains and losses are recognized in current period earnings.
The following table presents the impact of the Company's derivative instruments for the periods presented:
(in thousands) | Three Months Ended March 31, | |||
2026 | 2025 | |||
Loss on derivative instruments, net ..................................................................... | $109,156 | $47,661 | ||
Offsetting of Derivative Assets and Liabilities.
The Company's commodity derivatives are included in the accompanying unaudited condensed consolidated balance
sheets as derivative assets and liabilities. The Company nets its financial derivative instrument fair value amounts
executed with the same counterparty pursuant to ISDA master netting agreements, which provide for net settlement over
the term of the contract and in the event of default or termination of the contract.
The tables below summarize the fair value amounts and classification in the unaudited condensed consolidated balance
sheets of the Company's derivative contracts outstanding at the respective balance sheet dates, as well as the gross
recognized derivative assets, liabilities and offset amounts:
(in thousands) | Balance Sheet Classification | Gross Amounts | Netting Adjustments | Net Amounts Presented on the Balance Sheet | ||||
March 31, 2026: | ||||||||
Assets: | ||||||||
Derivative instruments ........ | Current assets | $37,411 | $(27,603) | $9,808 | ||||
Derivative instruments ........ | Non-current assets | 17,179 | (13,885) | 3,294 | ||||
Total assets ....................... | $54,590 | $(41,488) | $13,102 | |||||
Liabilities: | ||||||||
Derivative instruments ........ | Current liabilities | $(63,991) | $27,603 | $(36,388) | ||||
Derivative instruments ........ | Non-current liabilities | (19,296) | 13,885 | (5,411) | ||||
Total liabilities .................. | $(83,287) | $41,488 | $(41,799) |
8 |
(in thousands) | Balance Sheet Classification | Gross Amounts | Netting Adjustments | Net Amounts Presented on the Balance Sheet | ||||
December 31, 2025: | ||||||||
Assets: | ||||||||
Derivative instruments ........ | Current assets | $64,106 | $(3,265) | $60,841 | ||||
Derivative instruments ........ | Non-current assets | 18,762 | (4,493) | 14,269 | ||||
Total assets ....................... | $82,868 | $(7,758) | $75,110 | |||||
Liabilities: | ||||||||
Derivative instruments ........ | Current liabilities | $(3,265) | $3,265 | $– | ||||
Derivative instruments ........ | Non-current liabilities | (4,911) | 4,493 | (418) | ||||
Total liabilities .................. | $(8,176) | $7,758 | $(418) |
Additional Disclosures about Derivative Instruments
The use of derivative instruments involves the risk that the counterparties will be unable to meet their obligations under
the agreements. The Company mitigates its exposure to any single counterparty by contracting with a number of
financial institutions, each of which have a high credit rating and is a member of its bank credit facility. The Company's
member banks do not require it to post collateral for its hedge liability positions.
Counterparties to the Company's derivative instruments are also lenders under its Credit Agreement. The Company's
Credit Agreement and derivative instruments contain certain cross default and acceleration provisions that may require
immediate payment of the Company's liabilities thereunder if the Company defaults on other material indebtedness. The
Company also has netting arrangements with each of its counterparties that allow it to offset assets and liabilities from
separate derivative contracts with that counterparty.
As of March 31, 2026 and December 31, 2025, respectively the Company had commodity derivative contracts with nine
counterparties, all of which are members of the Company's credit facility lender group.
Note 6 - Fair Value Measurements
The Company has categorized its assets and liabilities measured at fair value, based on the priority of inputs to the
valuation technique, into a three-level fair value hierarchy. Level 1 inputs are the highest priority and consist of
unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices
that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or
liability.
Financial Assets and Liabilities
The following tables set forth by level within the fair value hierarchy the Company's financial assets and liabilities that
were accounted for at fair value on a recurring basis:
As of March 31, 2026 | As of December 31, 2025 | |||||||
(in thousands) | Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | ||||
Derivative assets/liabilities - current ............... | $9,808 | $(36,388) | $60,841 | $– | ||||
Derivative assets/liabilities - non-current ........ | 3,294 | (5,411) | 14,269 | (418) | ||||
$13,102 | $(41,799) | $75,110 | $(418) | |||||
Both financial and non-financial assets and liabilities are categorized within the fair value hierarchy based on the lowest
level of input that is significant to the fair value measurement. The following describes the valuation methodologies used
by the Company for instruments measured at fair value. There were no transfers between fair value hierarchy levels
during the periods presented.
9 |
Derivatives
The Company uses Level 2 inputs to measure the fair value of its oil and natural gas commodity derivatives. The
Company uses industry-standard models that consider various assumptions including current market and contractual
prices for the underlying instruments, implied market volatility, time value, nonperformance risk, as well as other
relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term
of the instrument and can be supported by observable data. The Company utilizes its counterparties' valuations to assess
the reasonableness of its own valuations. For additional discussion, please refer to Note 4 - Derivative Financial
Instruments for details of the gross and net derivative assets, liabilities and offset amounts as presented in the unaudited
condensed consolidated balance sheets.
Other Financial Instruments
The carrying amount of cash and cash equivalents, receivables, prepaid expenses and other current assets, payables and
other accrued liabilities approximate their fair value due to the short-term maturities and/or liquid nature of these assets
and liabilities. The carrying value of the amounts outstanding under the Credit Agreement approximate fair value
because the variable interest rates are reflective of current market conditions.
Note 7 - Commitments and Contingencies
Lease Commitments
The Company leases office space, equipment, compressor services, hydraulic fracturing services, and other assets under
operating lease arrangements. There have been no material changes to the Company's lease arrangements from those
disclosed in the audited consolidated financial statements as of and for the year ended December 31, 2025.
Commitments
The Company routinely enters into, extends or amends operating agreements in the ordinary course of business. There
has been no material, non-routine changes in commitments during the three months ended March 31, 2026.
Contingencies
The Company is subject to litigation and claims arising in the ordinary course of business. The Company accrues for
such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of management,
the anticipated results of any pending litigation and claims are not expected to have a material effect on the results of
operations, the financial position or the cash flows of the Company.
Note 8 - Related Party Transactions
Iron Horse Midstream Holding, LLC
On July 15, 2025, the Company entered into a Gathering, Processing and Transportation Agreement ("GGPA") with Iron
Horse, together with related side letter arrangements, which provide for potential drilling incentive payments associated
with certain qualifying wells through December 31, 2027. Any incentive payments received are deferred and recognized
as reductions of gathering, processing and transportation expense over the remaining term of the GGPA. During the three
months ended March 31, 2026, the Company did not receive any drilling incentive payments under these arrangements.
As of March 31, 2026 and December 31, 2025, accounts receivable included amounts due from Iron Horse of $29.7
million and $37.7 million, respectively, and accrued liabilities included amounts due to Iron Horse of $10.2 million and
$12.4 million, respectively.
Land Run Minerals II, LLC
Land Run, a wholly owned subsidiary of the Company, owns certain mineral interests operated by Camino. As of March
31, 2026 and December 31, 2025, revenue and royalties payable included $0.4 million and $0.5 million due to Land Run,
respectively.
10 |
WRC Energy Holdings, LLC and Shepherd Energy Holdings, LLC
The Company has a management services agreement with WRC Energy Holdings, LLC ("WRC") and Shepherd Energy
Holdings, LLC ("Shepherd"), entities affiliated with NGP, pursuant to which the Company is reimbursed for certain
direct and shared general and administrative expenses. Reimbursements are recorded as reductions of general and
administrative expense in the accompanying unaudited condensed consolidated statements of operations.
For the three months ended March 31, 2026, the Company recorded $4.8 million of reimbursements for direct and shared
general and administrative expenses from WRC and Shepherd, of which the majority was attributable to WRC. For the
three months ended March 31, 2025, the Company recorded $1.6 million of reimbursements for direct and shared general
and administrative expenses from WRC.
Note 9 - Subsequent Events
The Company has evaluated subsequent events through July 22, 2026, the date the unaudited condensed consolidated
financial statements were available to be issued.
On May 6, 2026, Diversified Gas & Oil Corporation, a wholly owned subsidiary of Diversified Energy Company
("Diversified"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain affiliates of
Camino Natural Resources Holdings, LLC pursuant to which Diversified agreed to acquire 100% of the equity interests
in certain affiliates of Camino that own (i) certain oil and natural gas wells, leasehold interests and related assets and (ii)
certain undeveloped acreage, associated leasehold interests and related assets. The Purchase Agreement provided for a
purchase price of $1.175 billion, subject to customary post-closing purchase price adjustments. The transaction closed on
July 2, 2026.
On July 1, 2026, the Company completed an internal reorganization under common control to facilitate the transaction.
As part of the reorganization, ownership of certain subsidiaries was transferred to a newly formed holding company. The
reorganization did not change the underlying operations of the business presented in the accompanying financial
statements.
On July 2, 2026, the transaction contemplated by the Purchase Agreement was completed. In connection with the
closing, the Company repaid $420.0 million of outstanding borrowings under its existing revolving credit facility, which
was terminated. Certain commodity derivative contracts were novated to the purchaser pursuant to the Purchase
Agreement. The final purchase price remains subject to post-closing adjustments in accordance with the terms of the
Purchase Agreement. In connection with the closing of the transaction, approximately $630.8 million was distributed to
the equity holders, and approximately $50.3 million was distributed to the noncontrolling interest holders.
Subsequent to the closing of the transaction, the Company paid approximately $19.7 million related to cash-settled
performance units and transaction bonuses awarded to employees.
On July 2, 2026, in connection with the closing of the transaction, Camino entered into a new senior secured revolving
credit facility with JPMorgan Chase Bank, N.A., as administrative agent. The facility provides for aggregate maximum
credit amounts of $500.0 million, with an initial borrowing base and aggregate elected commitments of $110.0 million.
The facility matures on July 2, 2030, is secured by substantially all of the Company's oil and gas properties and certain
other assets, bears interest at variable rates based on SOFR or an alternate base rate plus an applicable margin and
contains customary financial and other covenants.