Matador Resources Company Announces Successful Closing of San Mateo’s Acquisition of Cardinal Midstream

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flow assurance technical

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DALLAS--(BUSINESS WIRE)-- Matador Resources Company (NYSE: MTDR) (“Matador” or the “Company”) today announced that San Mateo Midstream, LLC (“San Mateo”), Matador’s 51%-owned midstream joint venture with 49% co-owner Five Point Infrastructure (“Five Point”), has successfully completed the acquisition of the operating subsidiaries of Cardinal Midstream Partners, LLC (“Cardinal”), a portfolio company of EnCap Flatrock Midstream, for total cash consideration of $752 million, subject to customary post-closing adjustments (the “Cardinal Acquisition”).

Cardinal’s assets include a natural gas processing plant complex in Loving County, Texas (just across the southern border of New Mexico), which has a designed inlet capacity of approximately 320 million cubic feet of natural gas per day. Cardinal also has approximately 145 miles of gathering pipelines, which together with the processing plant will provide increased processing capacity and future expansion opportunities.

The Cardinal Acquisition increases San Mateo's integrated natural gas gathering and processing infrastructure across the northern Delaware Basin. With the addition of Cardinal’s assets, San Mateo now has designed natural gas processing capacity exceeding one billion cubic feet per day and more than 800 miles of natural gas gathering pipelines, further strengthening its ability to provide reliable flow assurance to both Matador and third-party customers.

Cardinal Acquisition Highlights

• Complementary Midstream Assets. Cardinal’s assets include a natural gas processing plant complex in Loving County, Texas (just across the southern border of New Mexico), which has a designed inlet capacity of approximately 320 million cubic feet of natural gas per day. Cardinal also has approximately 145 miles of gathering pipelines, which together with the processing plant will provide increased processing capacity and future expansion opportunities (see map, Exhibit A).
• Stronger Team. Notably, San Mateo offered employment to the 26 field employees of Cardinal, and all 26 of these experienced individuals accepted their employment offers. These employees further bolster San Mateo’s talented team of field employees, who are critical to San Mateo providing reliable flow assurance for its customers.
• Increased Scale. San Mateo is now the largest private natural gas processor in the northern Delaware Basin with more than one billion cubic feet per day of processing capacity.
• Third-Party Customer Relationships and Volumes. The acquisition adds nine new natural gas customers and increases San Mateo’s third-party customer base, volume throughput and revenue generation. With nearly 100 drilling rigs currently located within ten miles of its combined natural gas gathering and processing system, San Mateo anticipates further opportunities to add to its third-party business (see rig locations, Exhibit B).
• Enhanced Flow Assurance. The combined natural gas system provides greater operational flexibility by allowing natural gas volumes to move more easily throughout the northern Delaware Basin while enhancing reliable transport and processing for producers.
• Immediately Accretive. The Cardinal assets are expected to contribute meaningful Adjusted EBITDA¹ and cash flow to San Mateo as the assets are fully integrated and utilized. Adjusted EBITDA from the Cardinal assets is expected to increase to up to $110 million on an annualized basis by 2028 when the Cardinal natural gas processing plant complex is anticipated to be completely full.

Midstream Funding Midstream

San Mateo financed the Cardinal Acquisition through a combination of a new $650 million term loan under its existing credit facility, cash on hand, and capital contributions from its partners. The new term loan will become due and payable in July 2027. Matador has received $92.3 million in distributions from San Mateo during 2026 and used a portion of this money to fund its $51 million capital contribution to San Mateo in connection with the Cardinal Acquisition.

Matador adheres to the policy that midstream money should fund midstream acquisitions. Such a policy allows Matador to use its own cash flows to operate its business, make land acquisitions, repay debt and pay dividends to its shareholders without having to additionally fund this acquisition. It also reflects Matador’s confidence in the individual financial strength of Cardinal, San Mateo and Matador.

Management Comments

Joseph Wm. Foran, Matador’s Founder, Chairman and CEO and San Mateo’s Founder, commented, “We are very pleased to announce the successful closing of San Mateo’s acquisition of Cardinal Midstream. This acquisition represents another important catalyst and milestone in building one of the premier integrated midstream businesses in the Delaware Basin. The Cardinal system complements our existing infrastructure, provides another important connection across our natural gas gathering network, enhances the flow assurance San Mateo provides to Matador and other third-party customers and positions San Mateo for future strategic transactions.

“The completion of the Cardinal Acquisition was a true team effort—a hallmark of both Matador and San Mateo since their respective formations. We appreciate the professionalism and cooperation of the Cardinal team and their sponsor, Encap Flatrock Midstream. Matador’s relationship with the team at EnCap Investments L.P. (“EnCap”) and its affiliated entities goes back decades. We also express our gratitude to PNC Bank, Truist Bank and each of San Mateo’s other lenders who helped provide the financing for this acquisition.

“Matador is pleased that the transaction was financed through a combination of a new $650 million term loan under San Mateo’s credit facility, cash on hand and capital contributions from Matador and Five Point. Matador is not a guarantor under San Mateo’s credit facility, and such credit facility is non-recourse to Matador and its subsidiaries (other than San Mateo and its subsidiaries). As such, Matador is not responsible for this new term loan or any other amounts borrowed under San Mateo’s credit facility. Each entity stands on its own financial strengths. Notably, Matador’s capital contribution to San Mateo in connection with closing the Cardinal Acquisition was funded by distributions that Matador had already received from San Mateo in 2026.

“The closing of the Cardinal Acquisition is the second of four important catalysts for Matador during 2026—the successful Federal lease sale in May, the Cardinal Acquisition, the Paloma acquisition (announced on July 23, 2026) and the Ridge Runner acquisition (also announced on July 23, 2026). We look forward to discussing these catalysts further during our second quarter 2026 earnings call scheduled for Thursday, August 6, 2026 at 10:00 am Central Time. We express gratitude for the continued support of our shareholders and eagerly anticipate the next chapter for Matador as we continue to expand our upstream and midstream businesses.”

Advisors

Baker Botts L.L.P., led by Preston Bernhisel, and O’Melveny & Myers LLP, led by Jason Schumacher, acted as counsel to San Mateo on the Cardinal Acquisition. Willkie Farr & Gallagher LLP, led by Nathan Meredith, acted as counsel to Cardinal on the acquisition.

About Matador Resources Company

Matador is an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas shale and other unconventional plays. Its current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. Matador also operates in the Haynesville shale and Cotton Valley plays in Northwest Louisiana. Additionally, Matador conducts midstream operations in support of its exploration, development and production operations and provides natural gas processing, oil transportation services, natural gas, oil and produced water gathering services and produced water disposal services to third parties.

For more information, visit Matador Resources Company at www.matadorresources.com.

About San Mateo Midstream, LLC

San Mateo is a midstream joint venture owned 51% by Matador and 49% by an affiliate of Five Point Infrastructure LLC. San Mateo provides natural gas gathering, treating and processing, produced water gathering and disposal, and oil gathering and transportation services to Matador and third-party customers in the Delaware Basin in Southeast New Mexico and West Texas.

About Five Point Infrastructure

Five Point Infrastructure LLC is a private equity and infrastructure investor focused on investments within the North American water management, surface management, powered land, and sustainable infrastructure sectors. The firm was founded by industry veterans with demonstrated records of success investing in, building, and running infrastructure companies. Headquartered in Houston, Texas, Five Point has approximately $7.2 billion of assets under management across multiple investment funds. For more information, please visit www.fpinfra.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking statements” are statements related to future, not past, events. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “could,” “believe,” “would,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “should,” “continue,” “plan,” “predict,” “potential,” “project,” “hypothetical,” “forecasted” and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements include, but are not limited to, statements regarding the expected benefits, opportunities and results of the Cardinal Acquisition, the Paloma acquisition and the Ridge Runner acquisition (collectively, the “Acquisitions”), including the expected impact on cash flows and Adjusted EBITDA, third-party volumes, system connectivity, flow assurance, expansion opportunities and other anticipated impacts of the Acquisitions; other aspects of the Acquisitions, including guidance, projected or forecasted financial and operating results, future liquidity, the payment of distributions and the integration of the Acquisitions; and San Mateo’s future growth and potential strategic alternatives. Actual results and future events could differ materially from those anticipated in such statements, and such forward-looking statements may not prove to be accurate. These forward-looking statements involve certain risks and uncertainties, including, but not limited to, the ability of the applicable parties to consummate the Paloma acquisition or the Ridge Runner acquisition in the anticipated timeframe or at all; risks related to obtaining the requisite regulatory approvals; the ability of Matador and San Mateo to integrate the applicable Acquisitions and realize the anticipated benefits of the applicable Acquisitions; the availability and terms of financing; commodity price volatility; operational risks; regulatory changes; disruption from the Acquisitions making it more difficult to maintain business and operational relationships; significant transaction costs associated with the Acquisitions; the risk of litigation and/or regulatory actions related to the Acquisitions, as well as the other factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. For further discussions of risks and uncertainties, you should refer to Matador’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of Matador’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Matador undertakes no obligation to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

(1) Adjusted EBITDA is a non-GAAP financial measure. Matador and San Mateo define Adjusted EBITDA as earnings before interest expense, income taxes, depletion, depreciation and amortization, accretion of asset retirement obligations, unrealized derivative gains and losses, non-recurring transaction costs for certain acquisitions, non-cash stock-based compensation expense, loss on debt extinguishment, net gain or loss on asset sales and impairments and certain other non-cash items. The most comparable GAAP measures to Adjusted EBITDA are net income or net cash provided by operating activities. Estimated Adjusted EBITDA attributable to the Cardinal assets is presented on an asset-level basis and reflects earnings before interest expense, income taxes, depreciation, depletion, amortization and certain other non-cash or non-recurring items. Matador and San Mateo are unable to provide a reconciliation of this forward-looking non-GAAP financial measure to the most directly comparable GAAP measure without unreasonable effort due to the inherent difficulty in forecasting certain reconciling items.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260803900404/en/

Mac Schmitz
Senior Vice President – Investor Relations
Matador Resources Company
(972) 371-5225
investors@matadorresources.com

Source: Matador Resources Company