{"success":true,"data":{"pressRelease":{"id":"134542","rtpr_id":"nGNE56XjXQ","ticker":"DEC","exchange":"NYSE","all_tickers":["DEC"],"title":"REG-Diversified Announces Accretive Acquisition of Birch","author":"Globe Newswire","published_at":"2026-09-02T23:26:28.284Z","article_body":"Diversified Announces Accretive Acquisition of Birch\n\nCreates a Scaled, Vertically Integrated Position in the Permian Basin,\nAnchored by a High-Quality Producing Asset Base\n\nAcquisition Expected to Increase Production by ~35% and Adjusted EBITDA by\n~55%\n\nCarlyle and Diversified Expand Strategic Partnership to Pursue up to $10\nBillion in Future Opportunities, Supporting the Next Phase of Growth by\nCombining Attractive Financing and Operational Expertise\n\nBIRMINGHAM, Ala., Sept. 02, 2026 (GLOBE NEWSWIRE) -- Diversified Energy\nCompany (NYSE: DEC, LSE: DEC) (\"Diversified\", “DEC”, or the \"Company\"), is\npleased to announce the execution of definitive acquisition agreements to\nacquire Birch Permian Holdings, Inc. and certain affiliated companies\n(collectively \"Birch\"), a leading independent oil and gas producer with\noperations in the Permian Basin (the \"Acquisition\"), from affiliates of\nElliott Investment Management L.P. (the “Sellers”). The Acquisition\nrepresents a strategic expansion of Diversified’s Permian footprint, adding\na scaled, operated position of proved developed producing (“PDP”) assets\nin the heart of America’s most productive oil basin. The acquired assets are\nexpected to deliver strong, durable free cash flow and potential synergies\nfrom their contiguous location within Diversified’s existing footprint.\nImportantly, the Acquisition establishes Diversified as a premier operator of\nPermian assets, creating a core, concentrated position for potential future\nconsolidation of additional PDP assets as Permian Basin production continues\nto mature, representing a significant long-term opportunity for growth in PDP\nconsolidation and operations.\n\nAdditionally, the Acquisition represents a step change for Diversified and\nfurther solidifies the Company's vertically integrated, four-basin PDP\noperating model. With an estimated 35% increase in production(()(a)()) volume\nfrom relatively low decline assets, and estimated 55% increase in Adjusted\nEBITDA(()(b)()), Diversified expects to become an increasingly significant\noperator and marketer of oil and natural gas in the United States. Pro forma\ngross volumes under Diversified Energy’s operated control are expected to\nreach approximately 2.5 Bcfepd (~1.6 Bcfepd net). With the closing of the\nAcquisition, Diversified believes it will be well-positioned for meaningful\ncommercial opportunities across commodity streams.\n\nThe Board determined the Acquisition to be in the best interests of the\nshareholders of the Company.\n\nThe Acquisition is valued at approximately $1.8 billion, which will be\nprimarily funded through an issuance of an Asset Backed Securitization (\"ABS\")\nof approximately $1.5 billion through our partnership with Carlyle's\nAsset-Backed Finance and Capital Markets teams (“Carlyle”), along with\nother customary financing sources, including available liquidity under\nDiversified’s revolving credit facility. The Company expects to close the\nAcquisition during the fourth quarter of 2026, subject to customary closing\nconditions. Further, Carlyle and Diversified have agreed to expand the scale\nof their strategic partnership from the original $2 billion framework to a\nbroader collaboration through which the parties may pursue up to $10 billion\nof potential PDP acquisition opportunities over time, subject to mutual\nagreement and transaction-specific approvals.\n\nThe expansion of our partnership with Carlyle is a testament to the attractive\nand broad opportunity set in PDP consolidation, Diversified's operational\nexcellence, and the strong working relationship with the Carlyle organization.\n\nPermian Transaction Rationale\n* Building a Scaled Permian PDP Consolidation Platform: The Acquisition\ncreates a significant PDP asset base in the Permian Basin and establishes\nDiversified as a scaled operator within the basin. This enhanced operating\npresence is expected to provide an expanded platform for future consolidation\nas the Permian matures and an increasing inventory of long-life producing\nassets becomes available, well-suited to Diversified’s PDP-focused\nacquisition strategy.\n* High-Quality, Low-Decline Assets with Integrated Infrastructure: Birch\nprovides a geographically dense, mature, predictable production base of 480\nnet wells with lower decline characteristics, which closely align with\nDiversified’s operating model. The concentrated acreage position is further\nsupported by integrated production and water infrastructure, is expected to\nprovide greater operational control, lower unit costs, and opportunities to\ncapture margin across the value chain.\n* Accretive Acquisition with Durable, High-Margin Cash Flow: The Acquisition\nis expected to be immediately accretive on key per-share financial metrics and\nadd approximately $548 million of annualized Adjusted EBITDA(()(b)()) from a\nhigh-margin asset base. The combination of vertical integration, low operating\ncosts, ~80% EBITDA margins, and a mature production profile is expected to\nsupport durable free cash flow generation.\n* Increases Scale, Expands Commercial Opportunity: The Acquisition,\nDiversified’s largest acquisition to date, will represent another\nsignificant expansion in Diversified’s scale, increasing production(()(a)())\nby ~35% and Adjusted EBITDA(()(b)()) by ~55%, while bringing pro-forma gross\nsales volumes from Diversified to ~2.5 Bcfepd. This increased scale will\nmaterially enhance Diversified’s relevance as a producer and marketer of\noil, natural gas, and NGLs, creating opportunities for the Company’s\nin-house marketing organization to optimize pricing, transportation, market\naccess, and commercial arrangements.\n* EOR Adds a New Lever for Portfolio Optimization and Upside: Birch’s\nexisting enhanced oil recovery (“EOR”) capabilities provide Diversified\nwith an additional avenue to extend asset lives, improve recoveries, and\ngenerate incremental returns from its producing asset base as part of the\nCompany’s Portfolio Optimization Program (“POP”). With more than 150\npermitted EOR locations and encouraging results from initial pilot programs,\nDiversified believes these capabilities may provide meaningful upside\npotential beyond the value attributed to the assets’ existing production and\ncash flows.\nBirch Details\n* Gross purchase price of ~$1.8 billion * Net purchase price to reflect\ncustomary purchase price adjustments and effective date cash flows\n* ~PV-14(()(c)()) value of PDP reserves and ~3.3x(()(b)()) Adjusted EBITDA\nmultiple\n \n* Current net production of ~68 Mboepd (~409 MMcfepd)(()(a)()) * Production\nmix of ~38% oil, ~32% NGLs, ~30% gas\n* ~96% operated, ~77% avg. lease NRI\n* Proved reserves of ~1,168 Bcfe((d)) and PV-10 of ~$2.0 billion((c))\n \n* Estimated annualized Adjusted EBITDA of ~$548 million(()(b)()) * Integrated\noperating position delivers competitive LOE per barrel, estimated to deliver\n~80% EBITDA margins \n \n* Includes ~46,000 net mineral acres of commercially attractive core Permian\nBasin leasehold with additional opportunity for Portfolio Optimization Program\n(“POP”) * 500 gross operated (480 net total) wells\n* ~75% of wells with 2022 vintage or prior\n \n* Integrated midstream footprint across gathering, processing, and water\ninfrastructure * 12 primary central production facilities (\"CPF’s”), 9\nwell gathering facilities, 60+ miles of gathering pipeline\n* CPF’s able to process up to 345 Mbblpd of oil and 310 Mmcfpd of gas\n* 5 water disposal facilities and >80 miles of water disposal and recycling\npipeline\nCommenting on the Acquisition, Chairman and CEO Rusty Hutson, Jr. said:\n\n“I am thrilled to announce the acquisition of Birch, a premier Permian Basin\noperator that represents an important milestone in Diversified's evolution and\nlong-term growth strategy. This $1.8 billion acquisition is our largest in the\nCompany's 25-year history. Birch has assembled one of the highest-quality\noperated asset positions, combining a concentrated footprint in the core of\nthe Permian, substantial production scale, integrated infrastructure, and a\ntrack record of delivering predictable, high-margin cash flows. These assets\nalign exceptionally well with our disciplined approach to acquiring and\noptimizing long-life energy assets and provide a compelling platform for\nfuture value creation for our shareholders.\n\nThis transaction will establish Diversified as a scaled operator in the\nnation's most important oil-producing basin and creates a strategic position\nfrom which we can pursue future consolidation opportunities across the Permian\nBasin. The acquisition is expected to add approximately 68 Mboepd of\nproduction, further strengthening our position as a significant operator and\nmarketer of oil and natural gas in the United States, with ever expanding\ncommercial opportunities led by our in-house marketing organization. We\nbelieve Diversified's operational expertise, Smarter Asset Management, and\nPortfolio Optimization Program can further unlock value across this asset base\nwhile maintaining the disciplined capital allocation framework that has\ndefined our success.\n\nFor 25 years, Diversified has consistently proven our ability to acquire,\noptimize, and responsibly manage energy assets to create durable shareholder\nvalue. As North American resource development matures, we see significant\nopportunities emerging around long-life PDP assets and infrastructure-rich\noperated positions. Birch represents a perfect asset base for our focused and\nproven business model, providing immediate scale, strong cash returns, and a\nfoundation for continued growth in the Permian for many years to come.”\n\nTransaction Consideration\n\nThe Acquisition will be primarily funded through a combination of a privately\nrated asset-backed securitization originated and structured by Carlyle of\napproximately $1.5 billion, supported by the acquired PDP assets, and\ncustomary financing sources, including existing liquidity under the Company's\nrevolving credit facility. The Acquisition is subject to customary closing\nconditions, including receipt of regulatory approvals. The Acquisition is\nsubject to a $50 million break fee and is expected to close during the fourth\nquarter of 2026.\n\nConference Call Details\n\nThe Company will host a conference call on Wednesday, September 3, 2026, at\n8:00 AM ET to discuss the Birch Acquisition and will make an audio replay of\nthe event available shortly thereafter.\n\n US (toll-free)      +1 877-836-0271/+1 201-689-7805                       \n UK (toll-free)      +44 (0)800 756 3429                                   \n Web Audio           https://www.div.energy/news-events/ir-calendarevents  \n Replay Information  https://ir.div.energy/financial-info                  \n                                                                           \n\nAn investor presentation regarding the Acquisition will be available on the\nCompany's Investor Relations website at https://ir.div.energy/presentations in\nconnection with the conference call.\n\nAdvisors\n\nGibson, Dunn & Crutcher LLP is serving as legal advisor to Diversified. Truist\nSecurities, KeyBanc Capital Markets, and Citigroup are serving as lead\nfinancial advisors to Diversified on the Acquisition. Paul Hastings LLP is\nserving as legal advisor to Carlyle in connection with the Acquisition. TCG\nCapital Markets L.L.C. is serving as sole structuring agent and placement\nagent on Diversified’s ABS debt financing in connection with the\nAcquisition. Moelis & Co. is serving as sole financial advisor to Birch and\nAkin Gump Strauss Hauer & Feld LLP is serving as legal advisor to Birch. Huron\nTransaction Advisory LLC is serving as financial advisor to the Special\nCommittee of Birch Permian Holdings, Inc. and Hogan Lovells is serving as\nlegal advisor to the Special Committee.\n\nFootnotes:\n\n(a)   )Current production based on average daily production for Q2 2026 and\nestimated production for Birch as of July 2026.\n\n(b)   )Next 12 months Adj. EBITDA inclusive of G&A and hedges, calculated\nusing strip pricing as of 08/17/2026. Please see “Adjusted EBITDA” below\nfor the definition of Adjusted EBITDA and important information regarding its\ncalculation and use.\n\n(c)   )PDP reserves values (including volumes, PV-10 and approximate PV\nvalue) calculated using historical production data, asset-specific type curves\nand an effective date of July 1, 2026, and based on the NYMEX strip on August\n17, 2026, with terminal price assumptions of $3.50/MMBtu and $65.00/Bbl for\nnatural gas and oil, respectively.\n\n(d)   )Utilizes engineering reserves assumptions using historical cost\nassumptions and NYMEX pricing; does not include the impact of any projected or\nanticipated synergies that may occur subsequent to acquisition.\n\nThis announcement contains inside information for the purposes of Article 7 of\nthe UK version of Regulation (EU) No. 596/2014 on Market Abuse (“UK MAR”),\nas it forms part of the UK domestic law by virtue of the European Union\n(Withdrawal) Act 2018.\n\nFor further information, please contact:\n\n Diversified Energy Company                                           +1 973 856 2757        \n Doug Kris                                                            dkris@dgoc.com         \n Senior Vice President Investor Relations & Corporate Communications  www.div.energy         \n FTI Consulting                                                       dec@fticonsulting.com  \n U.S. & UK Financial Public Relations                                                        \n                                                                                             \n\nAbout Diversified Energy Company\n\nDiversified is a leading publicly traded energy company focused on acquiring,\noperating, and optimizing cash-generating energy assets. Through our unique\ndifferentiated strategy, we acquire established assets and invest in them to\nimprove environmental and operational performance until we retire those assets\nin a safe and environmentally secure manner. Recognized by ratings agencies\nand organizations for our sustainability leadership, this solutions-oriented,\nstewardship approach makes Diversified the Right Company at the Right Time to\nresponsibly produce energy, deliver reliable free cash flow, and generate\nshareholder value. \n\nForward-Looking Statements\nThis announcement contains forward-looking statements (within the meaning of\nthe U.S. Private Securities Litigation Reform Act of 1995). These\nforward-looking statements, which contain the words \"anticipate\", \"believe\",\n\"intend\", \"estimate\", \"expect\", \"may\", \"will\", \"seek\", \"continue\", \"aim\",\n\"target\", \"projected\", \"plan\", \"goal\", \"achieve\", \"opportunity\" and words of\nsimilar meaning, reflect the Company's beliefs and expectations and are based\non numerous assumptions regarding the Company's present and future business\nstrategies and the environment the Company will operate in and are subject to\nrisks and uncertainties that may cause actual results to differ materially. No\nrepresentation is made that any of these statements or forecasts will come to\npass or that any forecast results will be achieved. Expected benefits of the\nAcquisition may not be realized and the Acquisition may not close on the terms\ndescribed in this release at all. Forward-looking statements involve inherent\nknown and unknown risks, uncertainties and contingencies because they relate\nto events and depend on circumstances that may or may not occur in the future\nand may cause the actual results, performance or achievements of the Company\nto be materially different from those expressed or implied by such\nforward-looking statements. Many of these risks and uncertainties relate to\nfactors that are beyond the Company's ability to control or estimate\nprecisely, including the risk factors described in the \"Risk Factors\" section\nin the Company's Annual Report on Form 10-K for the year ended December 31,\n2025 and in the Company's Quarterly Report on Form 10-Q for the quarter ended\nJune 30, 2026, each filed with the United States Securities and Exchange\nCommission. The pro forma financial information in this announcement is for\ninformational purposes only, is not a projection of our future financial\nperformance, and should not be considered indicative of actual results should\nthe Acquisition be consummated. Forward-looking statements speak only as of\ntheir date and neither the Company nor any of its directors, officers,\nemployees, agents, affiliates or advisers undertakes any obligation to\nsupplement, amend, update or revise any of the forward-looking statements made\nherein, except where it would be required to do so under applicable law. As a\nresult, you are cautioned not to place undue reliance on such forward-looking\nstatements.\n\nAdjusted EBITDA\nAs used herein, EBITDA represents earnings before interest, taxes, depletion,\ndepreciation and amortization. Adjusted EBITDA includes adjustments for items\nthat are not comparable period-over-period, namely, finance costs, accretion\nof asset retirement obligation, other (income) expense, (gain) loss on fair\nvalue adjustments of unsettled financial instruments, (gain) loss on natural\ngas and oil property and equipment, (gain) loss on sale of equity interest,\nunrealized (gain) loss on investment, costs associated with acquisitions,\nother adjusting costs, loss on early retirement of debt, non-cash equity\ncompensation, (gain) loss on interest rate swaps, and items of a similar\nnature.\n\nAdjusted EBITDA should not be considered in isolation or as a substitute for\noperating profit or loss, net income or loss, or cash flows provided by\noperating, investing and financing activities. However, we believe such\nmeasure is useful to an investor in evaluating our financial performance\nbecause it (1) is widely used by investors in the natural gas and oil industry\nas an indicator of underlying business performance; (2) helps investors to\nmore meaningfully evaluate and compare the results of our operations from\nperiod to period by removing the often-volatile revenue impact of changes in\nthe fair value of derivative instruments prior to settlement; (3) is used in\nthe calculation of a key metric in one of our Credit Facility financial\ncovenants; and (4) is used by us as a performance measure in determining\nexecutive compensation. When evaluating this measure, we believe investors\nalso commonly find it useful to evaluate this metric as a percentage of our\ntotal revenue, inclusive of settled hedges, producing what we refer to as our\nAdjusted EBITDA margin. We are unable to provide a quantitative reconciliation\nof forward-looking Adjusted EBITDA to the most directly comparable\nforward-looking GAAP measure because the items necessary to estimate such\nforward-looking GAAP measure are not accessible or estimable at this time\nwithout unreasonable efforts. Reconciling items in future periods could be\nsignificant.\n\nPV-10\n\nPV-10 is a non-GAAP financial measure that differs from a financial measure\nunder GAAP known as \"standardized measure of discounted future net cash flows\"\nin that PV-10 is calculated without including future income taxes and\ndiscounted at 10 percent. The Company believes the presentation of PV-10\nprovides useful information because it is widely used by investors in\nevaluating oil and natural gas companies without regard to specific income tax\ncharacteristics of such entities. PV-10 is not intended to represent the\ncurrent market value of the Company's estimated proved reserves. PV-10 should\nnot be considered in isolation or as a substitute for the standardized measure\nas defined under GAAP. As used herein, PV-14 is the standardized measure of\ndiscounted future net cash flows, without including future income taxes,\ndiscounted at 14 percent.\n\nCertain operating and reserve information relating to Birch included in this\nannouncement was provided by Birch and/or the Sellers and has not been\nindependently verified by the Company in all respects.","article_body_html":"","raw_payload":{"data":{"id":"nGNE56XjXQ","title":"REG-Diversified Announces Accretive Acquisition of Birch","author":"Globe Newswire","ticker":"DEC","created":"2026-09-02T23:26:28.284Z","tickers":["DEC"],"exchange":"NYSE","article_body":"Diversified Announces Accretive Acquisition of Birch\n\nCreates a Scaled, Vertically Integrated Position in the Permian Basin,\nAnchored by a High-Quality Producing Asset Base\n\nAcquisition Expected to Increase Production by ~35% and Adjusted EBITDA by\n~55%\n\nCarlyle and Diversified Expand Strategic Partnership to Pursue up to $10\nBillion in Future Opportunities, Supporting the Next Phase of Growth by\nCombining Attractive Financing and Operational Expertise\n\nBIRMINGHAM, Ala., Sept. 02, 2026 (GLOBE NEWSWIRE) -- Diversified Energy\nCompany (NYSE: DEC, LSE: DEC) (\"Diversified\", “DEC”, or the \"Company\"), is\npleased to announce the execution of definitive acquisition agreements to\nacquire Birch Permian Holdings, Inc. and certain affiliated companies\n(collectively \"Birch\"), a leading independent oil and gas producer with\noperations in the Permian Basin (the \"Acquisition\"), from affiliates of\nElliott Investment Management L.P. (the “Sellers”). The Acquisition\nrepresents a strategic expansion of Diversified’s Permian footprint, adding\na scaled, operated position of proved developed producing (“PDP”) assets\nin the heart of America’s most productive oil basin. The acquired assets are\nexpected to deliver strong, durable free cash flow and potential synergies\nfrom their contiguous location within Diversified’s existing footprint.\nImportantly, the Acquisition establishes Diversified as a premier operator of\nPermian assets, creating a core, concentrated position for potential future\nconsolidation of additional PDP assets as Permian Basin production continues\nto mature, representing a significant long-term opportunity for growth in PDP\nconsolidation and operations.\n\nAdditionally, the Acquisition represents a step change for Diversified and\nfurther solidifies the Company's vertically integrated, four-basin PDP\noperating model. With an estimated 35% increase in production(()(a)()) volume\nfrom relatively low decline assets, and estimated 55% increase in Adjusted\nEBITDA(()(b)()), Diversified expects to become an increasingly significant\noperator and marketer of oil and natural gas in the United States. Pro forma\ngross volumes under Diversified Energy’s operated control are expected to\nreach approximately 2.5 Bcfepd (~1.6 Bcfepd net). With the closing of the\nAcquisition, Diversified believes it will be well-positioned for meaningful\ncommercial opportunities across commodity streams.\n\nThe Board determined the Acquisition to be in the best interests of the\nshareholders of the Company.\n\nThe Acquisition is valued at approximately $1.8 billion, which will be\nprimarily funded through an issuance of an Asset Backed Securitization (\"ABS\")\nof approximately $1.5 billion through our partnership with Carlyle's\nAsset-Backed Finance and Capital Markets teams (“Carlyle”), along with\nother customary financing sources, including available liquidity under\nDiversified’s revolving credit facility. The Company expects to close the\nAcquisition during the fourth quarter of 2026, subject to customary closing\nconditions. Further, Carlyle and Diversified have agreed to expand the scale\nof their strategic partnership from the original $2 billion framework to a\nbroader collaboration through which the parties may pursue up to $10 billion\nof potential PDP acquisition opportunities over time, subject to mutual\nagreement and transaction-specific approvals.\n\nThe expansion of our partnership with Carlyle is a testament to the attractive\nand broad opportunity set in PDP consolidation, Diversified's operational\nexcellence, and the strong working relationship with the Carlyle organization.\n\nPermian Transaction Rationale\n* Building a Scaled Permian PDP Consolidation Platform: The Acquisition\ncreates a significant PDP asset base in the Permian Basin and establishes\nDiversified as a scaled operator within the basin. This enhanced operating\npresence is expected to provide an expanded platform for future consolidation\nas the Permian matures and an increasing inventory of long-life producing\nassets becomes available, well-suited to Diversified’s PDP-focused\nacquisition strategy.\n* High-Quality, Low-Decline Assets with Integrated Infrastructure: Birch\nprovides a geographically dense, mature, predictable production base of 480\nnet wells with lower decline characteristics, which closely align with\nDiversified’s operating model. The concentrated acreage position is further\nsupported by integrated production and water infrastructure, is expected to\nprovide greater operational control, lower unit costs, and opportunities to\ncapture margin across the value chain.\n* Accretive Acquisition with Durable, High-Margin Cash Flow: The Acquisition\nis expected to be immediately accretive on key per-share financial metrics and\nadd approximately $548 million of annualized Adjusted EBITDA(()(b)()) from a\nhigh-margin asset base. The combination of vertical integration, low operating\ncosts, ~80% EBITDA margins, and a mature production profile is expected to\nsupport durable free cash flow generation.\n* Increases Scale, Expands Commercial Opportunity: The Acquisition,\nDiversified’s largest acquisition to date, will represent another\nsignificant expansion in Diversified’s scale, increasing production(()(a)())\nby ~35% and Adjusted EBITDA(()(b)()) by ~55%, while bringing pro-forma gross\nsales volumes from Diversified to ~2.5 Bcfepd. This increased scale will\nmaterially enhance Diversified’s relevance as a producer and marketer of\noil, natural gas, and NGLs, creating opportunities for the Company’s\nin-house marketing organization to optimize pricing, transportation, market\naccess, and commercial arrangements.\n* EOR Adds a New Lever for Portfolio Optimization and Upside: Birch’s\nexisting enhanced oil recovery (“EOR”) capabilities provide Diversified\nwith an additional avenue to extend asset lives, improve recoveries, and\ngenerate incremental returns from its producing asset base as part of the\nCompany’s Portfolio Optimization Program (“POP”). With more than 150\npermitted EOR locations and encouraging results from initial pilot programs,\nDiversified believes these capabilities may provide meaningful upside\npotential beyond the value attributed to the assets’ existing production and\ncash flows.\nBirch Details\n* Gross purchase price of ~$1.8 billion * Net purchase price to reflect\ncustomary purchase price adjustments and effective date cash flows\n* ~PV-14(()(c)()) value of PDP reserves and ~3.3x(()(b)()) Adjusted EBITDA\nmultiple\n \n* Current net production of ~68 Mboepd (~409 MMcfepd)(()(a)()) * Production\nmix of ~38% oil, ~32% NGLs, ~30% gas\n* ~96% operated, ~77% avg. lease NRI\n* Proved reserves of ~1,168 Bcfe((d)) and PV-10 of ~$2.0 billion((c))\n \n* Estimated annualized Adjusted EBITDA of ~$548 million(()(b)()) * Integrated\noperating position delivers competitive LOE per barrel, estimated to deliver\n~80% EBITDA margins \n \n* Includes ~46,000 net mineral acres of commercially attractive core Permian\nBasin leasehold with additional opportunity for Portfolio Optimization Program\n(“POP”) * 500 gross operated (480 net total) wells\n* ~75% of wells with 2022 vintage or prior\n \n* Integrated midstream footprint across gathering, processing, and water\ninfrastructure * 12 primary central production facilities (\"CPF’s”), 9\nwell gathering facilities, 60+ miles of gathering pipeline\n* CPF’s able to process up to 345 Mbblpd of oil and 310 Mmcfpd of gas\n* 5 water disposal facilities and >80 miles of water disposal and recycling\npipeline\nCommenting on the Acquisition, Chairman and CEO Rusty Hutson, Jr. said:\n\n“I am thrilled to announce the acquisition of Birch, a premier Permian Basin\noperator that represents an important milestone in Diversified's evolution and\nlong-term growth strategy. This $1.8 billion acquisition is our largest in the\nCompany's 25-year history. Birch has assembled one of the highest-quality\noperated asset positions, combining a concentrated footprint in the core of\nthe Permian, substantial production scale, integrated infrastructure, and a\ntrack record of delivering predictable, high-margin cash flows. These assets\nalign exceptionally well with our disciplined approach to acquiring and\noptimizing long-life energy assets and provide a compelling platform for\nfuture value creation for our shareholders.\n\nThis transaction will establish Diversified as a scaled operator in the\nnation's most important oil-producing basin and creates a strategic position\nfrom which we can pursue future consolidation opportunities across the Permian\nBasin. The acquisition is expected to add approximately 68 Mboepd of\nproduction, further strengthening our position as a significant operator and\nmarketer of oil and natural gas in the United States, with ever expanding\ncommercial opportunities led by our in-house marketing organization. We\nbelieve Diversified's operational expertise, Smarter Asset Management, and\nPortfolio Optimization Program can further unlock value across this asset base\nwhile maintaining the disciplined capital allocation framework that has\ndefined our success.\n\nFor 25 years, Diversified has consistently proven our ability to acquire,\noptimize, and responsibly manage energy assets to create durable shareholder\nvalue. As North American resource development matures, we see significant\nopportunities emerging around long-life PDP assets and infrastructure-rich\noperated positions. Birch represents a perfect asset base for our focused and\nproven business model, providing immediate scale, strong cash returns, and a\nfoundation for continued growth in the Permian for many years to come.”\n\nTransaction Consideration\n\nThe Acquisition will be primarily funded through a combination of a privately\nrated asset-backed securitization originated and structured by Carlyle of\napproximately $1.5 billion, supported by the acquired PDP assets, and\ncustomary financing sources, including existing liquidity under the Company's\nrevolving credit facility. The Acquisition is subject to customary closing\nconditions, including receipt of regulatory approvals. The Acquisition is\nsubject to a $50 million break fee and is expected to close during the fourth\nquarter of 2026.\n\nConference Call Details\n\nThe Company will host a conference call on Wednesday, September 3, 2026, at\n8:00 AM ET to discuss the Birch Acquisition and will make an audio replay of\nthe event available shortly thereafter.\n\n US (toll-free)      +1 877-836-0271/+1 201-689-7805                       \n UK (toll-free)      +44 (0)800 756 3429                                   \n Web Audio           https://www.div.energy/news-events/ir-calendarevents  \n Replay Information  https://ir.div.energy/financial-info                  \n                                                                           \n\nAn investor presentation regarding the Acquisition will be available on the\nCompany's Investor Relations website at https://ir.div.energy/presentations in\nconnection with the conference call.\n\nAdvisors\n\nGibson, Dunn & Crutcher LLP is serving as legal advisor to Diversified. Truist\nSecurities, KeyBanc Capital Markets, and Citigroup are serving as lead\nfinancial advisors to Diversified on the Acquisition. Paul Hastings LLP is\nserving as legal advisor to Carlyle in connection with the Acquisition. TCG\nCapital Markets L.L.C. is serving as sole structuring agent and placement\nagent on Diversified’s ABS debt financing in connection with the\nAcquisition. Moelis & Co. is serving as sole financial advisor to Birch and\nAkin Gump Strauss Hauer & Feld LLP is serving as legal advisor to Birch. Huron\nTransaction Advisory LLC is serving as financial advisor to the Special\nCommittee of Birch Permian Holdings, Inc. and Hogan Lovells is serving as\nlegal advisor to the Special Committee.\n\nFootnotes:\n\n(a)   )Current production based on average daily production for Q2 2026 and\nestimated production for Birch as of July 2026.\n\n(b)   )Next 12 months Adj. EBITDA inclusive of G&A and hedges, calculated\nusing strip pricing as of 08/17/2026. Please see “Adjusted EBITDA” below\nfor the definition of Adjusted EBITDA and important information regarding its\ncalculation and use.\n\n(c)   )PDP reserves values (including volumes, PV-10 and approximate PV\nvalue) calculated using historical production data, asset-specific type curves\nand an effective date of July 1, 2026, and based on the NYMEX strip on August\n17, 2026, with terminal price assumptions of $3.50/MMBtu and $65.00/Bbl for\nnatural gas and oil, respectively.\n\n(d)   )Utilizes engineering reserves assumptions using historical cost\nassumptions and NYMEX pricing; does not include the impact of any projected or\nanticipated synergies that may occur subsequent to acquisition.\n\nThis announcement contains inside information for the purposes of Article 7 of\nthe UK version of Regulation (EU) No. 596/2014 on Market Abuse (“UK MAR”),\nas it forms part of the UK domestic law by virtue of the European Union\n(Withdrawal) Act 2018.\n\nFor further information, please contact:\n\n Diversified Energy Company                                           +1 973 856 2757        \n Doug Kris                                                            dkris@dgoc.com         \n Senior Vice President Investor Relations & Corporate Communications  www.div.energy         \n FTI Consulting                                                       dec@fticonsulting.com  \n U.S. & UK Financial Public Relations                                                        \n                                                                                             \n\nAbout Diversified Energy Company\n\nDiversified is a leading publicly traded energy company focused on acquiring,\noperating, and optimizing cash-generating energy assets. Through our unique\ndifferentiated strategy, we acquire established assets and invest in them to\nimprove environmental and operational performance until we retire those assets\nin a safe and environmentally secure manner. Recognized by ratings agencies\nand organizations for our sustainability leadership, this solutions-oriented,\nstewardship approach makes Diversified the Right Company at the Right Time to\nresponsibly produce energy, deliver reliable free cash flow, and generate\nshareholder value. \n\nForward-Looking Statements\nThis announcement contains forward-looking statements (within the meaning of\nthe U.S. Private Securities Litigation Reform Act of 1995). These\nforward-looking statements, which contain the words \"anticipate\", \"believe\",\n\"intend\", \"estimate\", \"expect\", \"may\", \"will\", \"seek\", \"continue\", \"aim\",\n\"target\", \"projected\", \"plan\", \"goal\", \"achieve\", \"opportunity\" and words of\nsimilar meaning, reflect the Company's beliefs and expectations and are based\non numerous assumptions regarding the Company's present and future business\nstrategies and the environment the Company will operate in and are subject to\nrisks and uncertainties that may cause actual results to differ materially. No\nrepresentation is made that any of these statements or forecasts will come to\npass or that any forecast results will be achieved. Expected benefits of the\nAcquisition may not be realized and the Acquisition may not close on the terms\ndescribed in this release at all. Forward-looking statements involve inherent\nknown and unknown risks, uncertainties and contingencies because they relate\nto events and depend on circumstances that may or may not occur in the future\nand may cause the actual results, performance or achievements of the Company\nto be materially different from those expressed or implied by such\nforward-looking statements. Many of these risks and uncertainties relate to\nfactors that are beyond the Company's ability to control or estimate\nprecisely, including the risk factors described in the \"Risk Factors\" section\nin the Company's Annual Report on Form 10-K for the year ended December 31,\n2025 and in the Company's Quarterly Report on Form 10-Q for the quarter ended\nJune 30, 2026, each filed with the United States Securities and Exchange\nCommission. The pro forma financial information in this announcement is for\ninformational purposes only, is not a projection of our future financial\nperformance, and should not be considered indicative of actual results should\nthe Acquisition be consummated. Forward-looking statements speak only as of\ntheir date and neither the Company nor any of its directors, officers,\nemployees, agents, affiliates or advisers undertakes any obligation to\nsupplement, amend, update or revise any of the forward-looking statements made\nherein, except where it would be required to do so under applicable law. As a\nresult, you are cautioned not to place undue reliance on such forward-looking\nstatements.\n\nAdjusted EBITDA\nAs used herein, EBITDA represents earnings before interest, taxes, depletion,\ndepreciation and amortization. Adjusted EBITDA includes adjustments for items\nthat are not comparable period-over-period, namely, finance costs, accretion\nof asset retirement obligation, other (income) expense, (gain) loss on fair\nvalue adjustments of unsettled financial instruments, (gain) loss on natural\ngas and oil property and equipment, (gain) loss on sale of equity interest,\nunrealized (gain) loss on investment, costs associated with acquisitions,\nother adjusting costs, loss on early retirement of debt, non-cash equity\ncompensation, (gain) loss on interest rate swaps, and items of a similar\nnature.\n\nAdjusted EBITDA should not be considered in isolation or as a substitute for\noperating profit or loss, net income or loss, or cash flows provided by\noperating, investing and financing activities. However, we believe such\nmeasure is useful to an investor in evaluating our financial performance\nbecause it (1) is widely used by investors in the natural gas and oil industry\nas an indicator of underlying business performance; (2) helps investors to\nmore meaningfully evaluate and compare the results of our operations from\nperiod to period by removing the often-volatile revenue impact of changes in\nthe fair value of derivative instruments prior to settlement; (3) is used in\nthe calculation of a key metric in one of our Credit Facility financial\ncovenants; and (4) is used by us as a performance measure in determining\nexecutive compensation. When evaluating this measure, we believe investors\nalso commonly find it useful to evaluate this metric as a percentage of our\ntotal revenue, inclusive of settled hedges, producing what we refer to as our\nAdjusted EBITDA margin. We are unable to provide a quantitative reconciliation\nof forward-looking Adjusted EBITDA to the most directly comparable\nforward-looking GAAP measure because the items necessary to estimate such\nforward-looking GAAP measure are not accessible or estimable at this time\nwithout unreasonable efforts. Reconciling items in future periods could be\nsignificant.\n\nPV-10\n\nPV-10 is a non-GAAP financial measure that differs from a financial measure\nunder GAAP known as \"standardized measure of discounted future net cash flows\"\nin that PV-10 is calculated without including future income taxes and\ndiscounted at 10 percent. The Company believes the presentation of PV-10\nprovides useful information because it is widely used by investors in\nevaluating oil and natural gas companies without regard to specific income tax\ncharacteristics of such entities. PV-10 is not intended to represent the\ncurrent market value of the Company's estimated proved reserves. PV-10 should\nnot be considered in isolation or as a substitute for the standardized measure\nas defined under GAAP. As used herein, PV-14 is the standardized measure of\ndiscounted future net cash flows, without including future income taxes,\ndiscounted at 14 percent.\n\nCertain operating and reserve information relating to Birch included in this\nannouncement was provided by Birch and/or the Sellers and has not been\nindependently verified by the Company in all respects."},"type":"article","timestamp":"2026-09-02T23:26:28.401366111Z","server_sent_at_ms":1788391588401},"received_at":"2026-09-02T23:26:28.462Z","source_url":null},"analysis":{"id":"123431","press_release_id":"134542","analysis_json":{"industry":{"label":"Oil, Gas & Consumable Fuels","sector":"Energy"},"redFlags":["Acquisition is primarily debt-funded via a ~$1.5 billion asset-backed securitization, increasing leverage","$50 million break fee applies if the transaction does not close","Closing subject to regulatory approvals and not expected until Q4 2026","Birch operating and reserve data was provided by Birch/the Sellers and has not been independently verified by Diversified in all respects"],"eventType":"m_and_a","narrative":"Diversified Energy (NYSE: DEC) signed definitive agreements to acquire Birch Permian Holdings from affiliates of Elliott Investment Management for approximately $1.8 billion — its largest deal in 25 years.\n\nBirch brings ~68 Mboepd of net Permian production across 480 net wells, ~1,168 Bcfe of proved reserves with a ~$2.0 billion PV-10, and an estimated ~$548 million of annualized Adjusted EBITDA, implying an attractive ~3.3x purchase multiple.\n\nThe deal lifts DEC production by ~35% and Adjusted EBITDA by ~55% (pro forma ~2.5 Bcfepd gross volumes), and management expects it to be immediately accretive on key per-share metrics.\n\nFunding centers on a ~$1.5 billion asset-backed securitization structured by Carlyle, whose strategic partnership is expanding from a $2 billion framework to up to $10 billion of future PDP opportunities; closing is expected in Q4 2026 subject to regulatory approvals.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Transformational $1.8B Permian acquisition — DEC's largest ever — pairs accretive PDP scale-up with an expanded up-to-$10B Carlyle partnership."},"keyFigures":{"dealValueUsd":1800000000,"customDimensions":{"wells":"500 gross operated (480 net total)","break_fee":"$50 million","birch_pv10":"~$2.0 billion","abs_financing":"$1.5 billion","ebitda_margin":"~80%","expected_close":"Q4 2026","production_mix":"~38% oil, ~32% NGLs, ~30% gas","net_mineral_acres":"~46,000","production_increase":"~35%","birch_net_production":"~68 Mboepd (~409 MMcfepd)","birch_proved_reserves":"~1,168 Bcfe","pro_forma_gross_volumes":"~2.5 Bcfepd gross (~1.6 Bcfepd net)","adjusted_ebitda_increase":"~55%","adjusted_ebitda_multiple":"~3.3x","original_carlyle_framework":"$2 billion","carlyle_partnership_ceiling":"$10 billion","birch_annualized_adjusted_ebitda":"~$548 million"}},"quotedText":"track record of delivering predictable, high-margin cash flows.","namedEntities":{"people":[{"name":"Rusty Hutson, Jr.","role":"Chairman and CEO of Diversified Energy"}],"products":[],"companies":[{"name":"Diversified Energy Company","ticker":"DEC","relationship":"filer/acquirer"},{"name":"Birch Permian Holdings, Inc.","relationship":"target"},{"name":"Elliott Investment Management L.P.","relationship":"seller"},{"name":"Carlyle","relationship":"financing partner / ABS structurer"},{"name":"Truist Securities","relationship":"financial advisor to Diversified"},{"name":"KeyBanc Capital Markets","relationship":"financial advisor to Diversified"},{"name":"Citigroup","relationship":"financial advisor to Diversified"},{"name":"Gibson, Dunn & Crutcher LLP","relationship":"legal advisor to Diversified"},{"name":"TCG Capital Markets L.L.C.","relationship":"ABS structuring and placement agent"},{"name":"Moelis & Co.","relationship":"financial advisor to Birch"}],"dollarAmounts":[{"amount":"$1.8 billion","context":"gross purchase price of Birch acquisition"},{"amount":"$1.5 billion","context":"planned asset-backed securitization funding via Carlyle"},{"amount":"$10 billion","context":"ceiling of expanded Carlyle-Diversified PDP acquisition partnership"},{"amount":"$2 billion","context":"original Carlyle partnership framework"},{"amount":"$548 million","context":"estimated annualized Adjusted EBITDA added by Birch"},{"amount":"$2.0 billion","context":"PV-10 of Birch proved reserves"},{"amount":"$50 million","context":"transaction break fee"}]},"materialImpact":{"score":5,"reasoning":"Largest acquisition in Diversified's 25-year history: a ~$1.8 billion purchase of Birch Permian Holdings that lifts production ~35% and Adjusted EBITDA ~55%, funded primarily through a ~$1.5B asset-backed securitization, alongside an expanded up-to-$10B Carlyle partnership. Transformational M&A for a mid-cap filer."},"tickerRelevance":{"others":[],"primary":"DEC"},"globalImportance":58,"audienceRelevance":35,"eventTypeSecondary":["partnership","debt_offering"],"importanceComponents":{"tickerTier":"mid-cap","dealValueUsd":1800000000,"eventGravity":"transformational-acquisition-largest-in-company-history","sectorWeight":"energy-PDP-consolidation","issuerAuthored":true,"dealSizeRelativeToFiler":"very large (adds ~35% production, ~55% EBITDA)"}},"event_type":"m_and_a","event_type_secondary":["partnership","debt_offering"],"sentiment":"bullish","material_impact_score":5,"narrative":"Diversified Energy (NYSE: DEC) signed definitive agreements to acquire Birch Permian Holdings from affiliates of Elliott Investment Management for approximately $1.8 billion — its largest deal in 25 years.\n\nBirch brings ~68 Mboepd of net Permian production across 480 net wells, ~1,168 Bcfe of proved reserves with a ~$2.0 billion PV-10, and an estimated ~$548 million of annualized Adjusted EBITDA, implying an attractive ~3.3x purchase multiple.\n\nThe deal lifts DEC production by ~35% and Adjusted EBITDA by ~55% (pro forma ~2.5 Bcfepd gross volumes), and management expects it to be immediately accretive on key per-share metrics.\n\nFunding centers on a ~$1.5 billion asset-backed securitization structured by Carlyle, whose strategic partnership is expanding from a $2 billion framework to up to $10 billion of future PDP opportunities; closing is expected in Q4 2026 subject to regulatory approvals.","key_figures":{"dealValueUsd":1800000000,"customDimensions":{"wells":"500 gross operated (480 net total)","break_fee":"$50 million","birch_pv10":"~$2.0 billion","abs_financing":"$1.5 billion","ebitda_margin":"~80%","expected_close":"Q4 2026","production_mix":"~38% oil, ~32% NGLs, ~30% gas","net_mineral_acres":"~46,000","production_increase":"~35%","birch_net_production":"~68 Mboepd (~409 MMcfepd)","birch_proved_reserves":"~1,168 Bcfe","pro_forma_gross_volumes":"~2.5 Bcfepd gross (~1.6 Bcfepd net)","adjusted_ebitda_increase":"~55%","adjusted_ebitda_multiple":"~3.3x","original_carlyle_framework":"$2 billion","carlyle_partnership_ceiling":"$10 billion","birch_annualized_adjusted_ebitda":"~$548 million"}},"named_entities":{"people":[{"name":"Rusty Hutson, Jr.","role":"Chairman and CEO of Diversified Energy"}],"products":[],"companies":[{"name":"Diversified Energy Company","ticker":"DEC","relationship":"filer/acquirer"},{"name":"Birch Permian Holdings, Inc.","relationship":"target"},{"name":"Elliott Investment Management L.P.","relationship":"seller"},{"name":"Carlyle","relationship":"financing partner / ABS structurer"},{"name":"Truist Securities","relationship":"financial advisor to Diversified"},{"name":"KeyBanc Capital Markets","relationship":"financial advisor to Diversified"},{"name":"Citigroup","relationship":"financial advisor to Diversified"},{"name":"Gibson, Dunn & Crutcher LLP","relationship":"legal advisor to Diversified"},{"name":"TCG Capital Markets L.L.C.","relationship":"ABS structuring and placement agent"},{"name":"Moelis & Co.","relationship":"financial advisor to Birch"}],"dollarAmounts":[{"amount":"$1.8 billion","context":"gross purchase price of Birch acquisition"},{"amount":"$1.5 billion","context":"planned asset-backed securitization funding via Carlyle"},{"amount":"$10 billion","context":"ceiling of expanded Carlyle-Diversified PDP acquisition partnership"},{"amount":"$2 billion","context":"original Carlyle partnership framework"},{"amount":"$548 million","context":"estimated annualized Adjusted EBITDA added by Birch"},{"amount":"$2.0 billion","context":"PV-10 of Birch proved reserves"},{"amount":"$50 million","context":"transaction break fee"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-02T23:28:39.856Z","global_importance":58,"audience_relevance":35,"importance_components":{"tickerTier":"mid-cap","dealValueUsd":1800000000,"eventGravity":"transformational-acquisition-largest-in-company-history","sectorWeight":"energy-PDP-consolidation","issuerAuthored":true,"dealSizeRelativeToFiler":"very large (adds ~35% production, ~55% EBITDA)"}},"durationMs":131377,"modelName":"glm-4.7"}}