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Diversified Energy Company (DEC) plans a major expansion through definitive agreements to acquire Birch Permian Holdings, Inc. and related entities in the Midland Basin. The combined Transactions include a merger with BPHI, purchase of non-voting incentive interests in Birch Permian, and acquisition of Milkwater, LLC and Birch II EOC, LLC.
The Transactions would add approximately 46,000 net mineral acres, about 500 gross operated (480 net total) wells, plus integrated midstream and water infrastructure assets. The aggregate purchase price is about $1.8 billion including repayment of indebtedness, with closing targeted to occur simultaneously in the fourth quarter of 2026, subject to customary conditions.
DEC expects to fund the Transactions primarily via an approximately $1.5 billion asset-backed securitization arranged in advance of closing, together with other customary financing sources including available liquidity under its revolving credit facility. The agreements include a $50 million deposit, a Merger purchase price of about $1.1 billion, and separate consideration of about $281 million and $413 million for the MIP and Birch II acquisitions, respectively, all subject to adjustments.
Diversified Energy Company (DEC) announced definitive agreements to acquire Birch Permian Holdings, Inc. and affiliates, a Permian Basin PDP-focused oil and gas producer, in an approximately $1.8 billion transaction expected to close in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals.
The deal is expected to increase production by ~35% and Adjusted EBITDA by ~55%, adding about 68 Mboepd of net production and an estimated $548 million of annualized Adjusted EBITDA at roughly ~80% EBITDA margins. Pro forma gross operated volumes are expected to reach about 2.5 Bcfepd (~1.6 Bcfepd net).
The Acquisition will be funded primarily via an ~$1.5 billion Asset Backed Securitization arranged with Carlyle, plus other financing including DEC’s revolving credit facility. DEC and Carlyle also expanded their strategic partnership to pursue up to $10 billion of future PDP acquisitions, reinforcing DEC’s vertically integrated, multi-basin PDP consolidation strategy.
Ameriprise Financial, Inc. and its subsidiary Columbia Management Investment Advisers, LLC report beneficial ownership of Diversified Energy Company common stock on an amended Schedule 13G. AFI, as parent of CMIA, may be deemed to beneficially own the shares reported by CMIA, though both entities disclaim beneficial ownership.
AFI reports 4,570,807 shares of Diversified Energy Company common stock with shared dispositive power and 4,188,439 shares with shared voting power, representing 6.3% of the class. CMIA reports 4,540,266 shares with shared dispositive power and the same 4,188,439 shares with shared voting power, also representing 6.3% of the class. Neither entity reports sole voting or sole dispositive power over any shares.
Diversified Energy Company reported that it is in preliminary discussions regarding a possible acquisition of Birch Resources. The company stated that discussions are ongoing and at an early stage, no agreement has been reached, and there is no certainty any transaction will occur or on what terms.
Diversified highlighted that acquisitions are a core part of its strategy and that since its IPO in 2017 it has completed 35 acquisitions totaling over $7 billion of value. The announcement is designated as containing inside information under UK MAR.
Diversified Energy Company reported governance changes effective August 5, 2026. David Johnson resigned as Chairman of the Board and as a member of the Sustainability and Safety and Compensation Committees after more than nine years of service, and the Board reduced its size from six to five directors. The company stated that his resignation was not due to any disagreement regarding operations, policies, or practices.
In connection with this transition, the Board appointed founder and Chief Executive Officer Robert R. “Rusty” Hutson, Jr. as Chairman of the Board, and named David Turner, Jr. as Lead Independent Director. Martin Thomas was also appointed to the Compensation Committee. The company emphasized its continuing focus on maintaining a high-quality, complementary Board to support its long-term goals.
Diversified Energy Co director David Jackson Turner Jr. received a grant of 1,072 restricted stock units (RSUs) on August 5, 2026, in connection with his appointment as Lead Independent Director. The RSUs convert into common stock on a one-for-one basis and are part of 11,681 RSUs that vest on January 5, 2027, subject to his continued service. Following this award, he directly holds 59,768 shares and RSUs of the company.
Diversified Energy Company reported second quarter 2026 results, highlighting average production of 1,253 MMcfepd, total commodity revenue of $504M, net income of $248M, Adjusted EBITDA of $240M, operating cash flow of $89M, Adjusted Free Cash Flow of $115M, and capital expenditures of $40M. The quarter benefited from portfolio optimization, including $147M of non-core Barnett and Arkansas asset sales and year-to-date acreage sales of $126M, as well as the closing of the Camino acquisition in Oklahoma.
Financial strength and returns remained a focus, with liquidity of $678M, a leverage ratio of 2.45x, retirement of $233M of ABS debt in the first half, and a $0.29 2Q26 dividend. Year to date through August 5, 2026, the company returned roughly $136M to shareholders, including repurchase of 6,596,753 shares (about 9% of shares outstanding). Updated 2026 guidance calls for production of 1,180–1,210 MMcfepd, capital expenditures of $225–$255M, Adjusted EBITDA of $960–$1,010M, and Adjusted Free Cash Flow of about $440M, supported by a new operated development program in Oklahoma, ongoing non-operated JVs, and continued asset optimization.
Diversified Energy Company reported higher revenue and a return to profitability for the six months ended June 30, 2026. Total revenue was $ 839,052 (in thousands) versus $ 649,212 (in thousands) a year earlier, and net income attributable to DEC was $ 86,332 (in thousands) compared with a net loss of $ ( 25,460 ) (in thousands). Net cash provided by operating activities rose to $ 257,516 (in thousands).
During 2026 the company acquired Sheridan assets for cash consideration of $ 236,387 (in thousands) and completed several non-core divestitures, including Barnett assets for $ 116 million and undeveloped acreage for $ 126 million, generating gains on property sales. Capital structure remained debt-heavy, with total borrowings of $ 2,978,729 and interest expense of $ 124,723 (in thousands) for the six-month period; the Credit Facility borrowing base increased to $ 900 million with $ 669 million available. Subsequent to quarter-end, Diversified agreed to acquire Camino-related properties for a gross purchase price of approximately $1.2 billion and the board declared a $0.29 per share cash dividend payable December 31, 2026.
BlackRock, Inc. filed an amended Schedule 13G reporting a passive ownership stake in Diversified Energy Company common stock. BlackRock reports beneficial ownership of 5,626,432 shares, representing 7.8% of the outstanding common stock.
BlackRock has sole voting power over 5,535,847 shares and sole dispositive power over 5,626,432 shares, with no shared voting or dispositive power. Various underlying clients have rights to dividends or sale proceeds, but no single client holds more than five percent of the company’s outstanding common shares.
Diversified Energy Company amends a prior current report about its acquisition of oil and gas assets from Sheridan Holding Company III. The company obtained relief under Rule 3-13 of Regulation S-X, allowing it to omit historical and pro forma financial statements and instead provide unaudited reserve disclosures for the year ended December 31, 2025, filed as Exhibit 99.1.
The Sheridan transaction, completed April 30, 2026 through wholly owned subsidiaries, was treated as an asset acquisition, with cash consideration of approximately $236 million. As of December 31, 2025, the acquired properties had proved reserves of 340,009 MMcf of natural gas, 17,762 MBbls of NGLs, and 5,205 MBbls of oil. The standardized measure of discounted future net cash flows for these reserves was $344,200 (in thousands).