SM Energy Company (SM) Earnings Call Transcript & Summary

November 3, 2025

US Energy Oil, Gas and Consumable Fuels M&A Calls 41 min

Earnings Call Speaker Segments

Operator

Operator
#1

Greetings. Welcome to SM Energy Company and Civitas Resources Merger Joint Conference Call. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to Wade Pursell, Executive Vice President and Chief Financial Officer. Thank you. You may begin.

A. Pursell

Executives
#2

Thank you, Sherry. Good morning, everyone, and thank you for joining us on this very exciting day in the history of our companies. Our call today is to discuss SM Energy Company and Civitas Resources merger announcement. Earlier this morning, we issued a press release, posted a presentation to our website. We hope that you've had a chance to review both of those. So during today's call, we'll be making forward-looking statements, which consist of statements that cannot be confirmed by reference to existing information, including statements regarding our beliefs, goals, expectations, forecasts, projections and future performance and the assumptions underlying the statements. Please note, there are a number of factors that will cause actual results to differ materially from our statements. Also, please recognize that except as required by applicable law, we undertake no duty to update any forward-looking statements, and you should not place undue reliance on such statements. We may also refer to certain non-GAAP financial measures and metrics to help facilitate comparisons across periods and with peers. Please refer to Slides 2 and 3 in the presentation posted earlier this morning for additional discussion of forward-looking statements and non-GAAP measures. Today's prepared remarks will be given by SM Energy Company's Chief Executive Officer, Herb Vogel; and President and Chief Operating Officer, Beth McDonald; and Civitas Resources Interim Chief Executive Officer, Wouter van Kempen. I'll now turn the call over to Herb. Herb?

Herbert Vogel

Executives
#3

Thanks, Wade. Good morning, everyone, and thank you for joining us today. Earlier this morning, we announced that we've entered into a merger agreement with Civitas Resources. Wouter, Beth and I are excited to share how this transformational merger delivers superior value for both SM Energy's and Civitas' stockholders. This is more than just a combination of 2 companies. It's a remarkable opportunity that creates value-enhancing scale, value-driven synergies and value-accretive substance in the form of significant free cash flow generation. Before handing the call over to Wouter for a few remarks, I want to extend my congratulations to Wouter and the entire Civitas team for building Civitas into a leading sustainable energy producer. Today's transaction reflects the exceptional talent and operational excellence they've cultivated. I look forward to seeing what our 2 companies can achieve as stronger organization. I will now turn the call over to Wouter. Wouter?

Wouter van Kempen

Executives
#4

Thanks, Herb, and good morning, everyone. Thank you for joining us. Today marks a very significant milestone for both Civitas and SM Energy. We firmly believe this merger unlocks new potential to deliver enhanced shareholder value and achieve outcomes that neither company could reach independently. While our asset portfolios and operational practices share many advantages, it's the integration of our strong technical teams that will truly elevate our performance, bringing out the very best of both organizations to sharpen our competitive edge and drive increased returns. The advantages of scale are clear. Our industry continues to consolidate into larger, financially robust enterprises that lead with top-tier operational and environmental standards. This combined company will be well positioned to responsibly produce energy supplies, making people's lives better and contributing to energy security and prosperity while delivering sustainable value to our shareholders. We're confident that shareholders from both companies will recognize the meaningful synergies this merger affords, and we're eager to move swiftly through integration and earn market recognition for the value we see in our unified organization. Finally, I want to acknowledge our employees. Today's announcement would not have been possible without the dedication and talent of our people, Civitas's greatest assets. I extend my sincere thanks to each and every employee for your commitment to one another and our mission of delivering long-term shareholder value while advancing sustainable energy development. I will now turn it over to Beth to walk you through the highlights of the transaction.

Elizabeth McDonald

Executives
#5

Thank you, Wouter. I'll begin on Slide 4. As Herb said, this is a remarkable opportunity, one that creates a company with value-enhancing scale consisting of a premier portfolio across the highest return U.S. basins, delivers a step change in free cash flow, enabling sustained capital returns and enhances trading liquidity with broader investor appeal. We have brought together 2 highly complementary portfolios and teams to generate value-driven synergies, which are identifiable, achievable and deliverable by proven management. The synergies are expected to drive greater accretion, accelerate debt reduction and deliver through-cycle returns. Our returns-based technical focus will unlock significant value, and our people, processes and infrastructure will work together to capture identified synergies and accelerate integration. Stockholders will benefit from accretion on key financial metrics and from the substance of this transaction, which is the expected significant free cash flow that the combined company will generate. On a per share basis, the transaction provides significant cash flow, debt adjusted cash flow, free cash flow and NAV accretion even before synergies. We will prioritize applying free cash flow, along with any proceeds from opportunistic divestitures we plan to pursue to debt reduction while maintaining a sustainable quarterly fixed dividend of $0.20 per share until we reach our leverage target of 1x. Upon reaching our target, we plan to direct our free cash flow towards growing our regular dividend and upholding a consistent stock repurchase program. Finally, but certainly not last, we are proud of the excellent safety and environmental track record of both companies and are committed to continuing that legacy. Turning to Slide 5. This combination results in a step change in scale showcasing a premier portfolio. Pro forma, as of June 30, 2025, the company holds over 800,000 net acres in 4 contiguous states and production totaled approximately 526,000 barrels of oil equivalent per day. Estimated net proved reserves pro forma as of year-end 2024 totaled nearly 1.5 billion barrels of oil equivalent. The combined company has approximately 50% of the production and remaining locations in the Permian Basin. This step change in scale across these top-tier assets will drive differentiated free cash flow and sustained stockholder value. On Slide 6, you can see the contribution to value enhancing scale that is provided by our positions and the highest return in U.S. shale basin. Each of these basins provides unique value and competitive returns, which will further strengthen our technical expertise and bolster our ability to deliver synergies across all assets. I'm now on Slide 7. As the combined company's cornerstone asset, the Permian position represents nearly half of the pro forma BOE production and just under half of the year-end 2024 estimated net proved reserves on an oil equivalent basis. This premier asset is also a source of potential inventory growth in new horizons that we are currently delineating. We are excited about each of our 4 core areas as they will deliver strong free cash flow, generate highly economic returns and collectively provide multiple opportunities for inventory growth. With Slide 8, we will showcase the value enhancing scale this combination provides through a relative size comparison. The transaction transforms the pro forma company into a top 10 U.S. independent oil-focused producer, better positioned as an attractive investment due to the step change in free cash flow, net equivalent production and enterprise value. We expect this expanded scale will appeal to a broader universe of institutional investors and will increase pro forma trading liquidity. We now turn our attention to the value-driven synergies that bolster this combination. The combined technical expertise is expected to unlock significant value and drive synergies. Our proven technical team has repeatedly demonstrated differentiated technical abilities, generating meaningful value across SM Energy's legacy core assets. By leveraging advanced technology and fostering a collaborative inquisitive culture that challenges paradigms and solves complex problems, we achieve operational excellence. Our recent integration success powered by exceptional talent, streamline process and robust technology instills confidence in our ability to deliver a cohesive outcome. We recognize the great performance of the Civitas team and a similar culture of technical excellence and look forward to welcoming members to collaborate and learn from each other to create value for our stockholders together. Moving to Slide 10. Let's spend a few minutes looking at our plans to enhance stockholder value by delivering identifiable and achievable annual synergies totaling $200 million with upside potential to $300 million. We believe the complementary operations lead to significant pro forma annual synergies that are achievable post integration. We have identified approximately $70 million of overhead and G&A synergies with $25 million of potential upside, driven by a streamlined corporate structure and optimized G&A across the combined asset base. On the drilling and completion side, we have identified approximately $100 million of synergies with a potential for an additional $50 million. We expect to achieve these synergies through improved capital efficiency, an optimized drilling program and lower LOE with integration and scale. The combined company will benefit from swapping learnings to lower drilling and completion costs while continuing to deliver highly economic wells. On the operations front, we expect the combined company to benefit from several opportunities from Civitas' low-cost operations and SM's technical focus to lower cost and increase performance. We anticipate gaining purchasing power, debundling services, bringing recurring costs in-house and optimizing our operations with machine learning and AI. Reducing our cost of capital is the next identifiable and achievable synergy that will enhance stockholder value. The previously mentioned cost and operating synergies will accelerate debt reduction and provide interest savings. And we also expect to be able to opportunistically refinance certain tranches of debt at a lower cost of capital due to an improved credit profile. We estimate achievable cost of capital savings at $30 million with potential upside for an additional $25 million. Neither of these estimates include the potential for cost of capital synergies if we achieve investment-grade status. As is apparent from our diligence to date, we believe the identified and achievable synergies will enhance stockholder value in the near term, reduce debt faster and create a sustainable return of capital program. Next, Slide 11 showcases how the combination of our 2 companies provides for value-accretive substance as we realize significant accretion across key financial metrics before synergies. The identified and achievable value-enhancing annual run rate synergies of $200 million to $300 million, meaningfully increased the free cash flow generation of the pro forma company. We plan to prioritize free cash flow to debt reduction with a path to 1x net leverage by year-end '27 at $65 WTI. At $60 WTI, leverage is expected to be slightly higher at 1.4x at year-end '27. While we are encouraged that leverage is at a manageable level, we will seek to reduce debt faster through opportunistic asset sales at the appropriate time. Scale, diversification and synergy enhanced free cash flow strengthen the pro forma company's credit profile. Several opportunities to accelerate the achievement of our leverage target exist through an optimized drilling program, and as mentioned before, potential asset sales. We will evaluate those as a part of our effort to continue to maximize free cash flow generation and improve the pro forma balance sheet. Turning to stockholder returns. We remain firmly committed to our sustainable quarterly dividend, fixed dividend at $0.20 per share. The previous Board authorized $500 million share repurchase program remains in effect. This transaction is highly accretive on a per share basis, which is why our near-term policy and priority is reducing debt and strengthening the balance sheet. Once we achieve our leverage target of near 1x, buybacks will become a larger part of our capital return program and even before them, we never rule out the possibility of opportunistically repurchasing shares. Taken together, this financial policy provides stockholders with value-accretive substance through an attractive mix of disciplined balance sheet prioritization, consistent capital returns through a sustainable fixed dividend and future share buybacks upon achieving our 1x leverage target. I'm now on Slide 12, looking at the manageable maturities of the pro forma debt profile. As of Q3, combined liquidity totaled $4.4 billion. The well-staggered maturities provide opportunity to reduce debt with the significant free cash flow generated pro forma through potential asset sales and through reduced interest costs upon refinancing enabled by an enhanced credit profile. Moving to Slide 13. The pro forma company will be recognized as a dependable leader of sustainability and stewardship, building stronger communities through responsible action. Each of the top-tier assets contributes to this recognition as a premier operator. Stepping back, I'm now on Slide 14. This strategic combination is transformational, delivering superior value to stockholders, immediate and significant per share accretion and long-term value creation. This merger is about creating something stronger together than either company would achieve on its own. Sherry, we are now ready to take questions.

Operator

Operator
#6

[Operator Instructions] Our first question is from Scott Hanold with RBC Capital Markets.

Scott Hanold

Analysts
#7

For my first question this morning, I was wondering if you could give us a little bit of color on the process in terms of how you all came up with the relative value allocation to each in the merger ratio. I guess I was a bit surprised that SM shareholders aren't a majority owner here.

Herbert Vogel

Executives
#8

Scott, I'll start and then see if Wouter wants to add anything on that. It was pretty much balanced based on the way the market traded over time. And we looked at the appropriate shares based on market trading and the values of the assets that both were contributing. So it was pretty logical, straightforward sort of approach.

Wouter van Kempen

Executives
#9

Yes, nothing to add.

A. Pursell

Executives
#10

And on a per share basis, the results are quite accretive.

Scott Hanold

Analysts
#11

Okay. And I guess my follow-up is on -- I guess, Beth, you had mentioned a few times potential asset divestiture to help get leverage down. I think, obviously, that's going to be an important aspect of this merger and seeing that leverage ratio get down faster than hopefully than you all provided here. So hopefully, that's a bit conservative. But can you give us a sense of like when you think about like divestitures, what would you consider as like noncore-type assets? What would be at the top of the [ pecking ] order?

Elizabeth McDonald

Executives
#12

I think it's a little bit premature or early to tell you specifics about what asset we would go after. I think if you look back what the assets are that we really value are ones that generate high free cash flow, but in turn, ones that have a runway of strong, highly economic returns. And so we'll balance those as well as the commodity price environment as we look to what assets we could potentially sell.

Scott Hanold

Analysts
#13

Okay. Is this a process that may take a while? Like when will you have identified those potential assets? Do you guys have something in mind? Or will it be something more into 2026 as you get the combined kind of entity together?

Elizabeth McDonald

Executives
#14

Yes, Scott, it will be more into 2026. Our focus right now is on successful integration of the 2 businesses and making sure that execution happens in a safe way as well. And so we'll be focused on that, but we'll also be looking at that prioritization at the same time.

Operator

Operator
#15

Our next question is from Leo Mariani with ROTH MKM.

Leo Mariani

Analysts
#16

I wanted to just follow up a little bit on the synergies here. So you guys identified kind of as your base case, $200 million. Can you provide a little bit of color kind of around the timing there? And then with respect to the basically kind of operational synergies of kind of $100 million to $150 million, which I guess is the upside case. Can you provide a little bit more color around kind of how you get there? I mean there's not too much in the way of asset overlap between the 2 companies. So I just wanted to dive a little bit more on the synergies here, please.

Herbert Vogel

Executives
#17

Leo, thanks for joining. I'll just start by saying we're not assuming any synergies for 2026. So this is really the run rate for 2027. And Beth can elaborate on all the synergies that we've assumed.

Elizabeth McDonald

Executives
#18

Yes. So I'll quickly hit on the fact that we think on the G&A front as well as the cost of capital front, those are -- the [ 70 ] and [ 30 ] are relatively low. We think we can reach the upside potential there. And then as it relates to the operational synergies, there's really quite a bit actually, when you look at the overall technical teams. Let's start with the fact that we'll combine the best people and the best practices among both of these great organizations. Beyond there, we know that we can do swap -- we can swap our learnings. We have joint learnings that we know that they drill some of the longest laterals in the DJ Basin. And with that, combined with our landing zones and completion designs, we think can be differential for performance. When you look across the planning side of the Permian and within the Midland Basin, we can really plan for efficiency. So when you look at our drilling rigs, our frac fleets and our drill-out crews, the faster that we go, the more efficient that we go and in a safe way, we can actually get to greater capital efficiency together with the combined activity levels. So there's those pieces as well as what I mentioned on the call, which were really bundling -- debundling services, bringing recurring costs in-house, I think chemicals, utilizing field gas and recycled water, those kind of things just continue to elevate with scale. And so we really see that there is differential operational synergies in this transaction.

A. Pursell

Executives
#19

I might add on the cost of capital just -- just to be clear on the cost of capital, I think we've been pretty modest on the assumption there, something like 100 basis point savings. And if you look at the combined the improvement of the credit profile and look at where the coupons are versus where we could be going in the market, that's pretty easy to see. We certainly haven't assumed anything in the investment-grade area. This is a path toward that, pretty good check mark on the scale side, now focused on getting leverage down below 1x and enhancing that further.

Herbert Vogel

Executives
#20

Leo, I'll just add one -- I'll add one other thing that it's just when we look at -- reflect back on our combination with XCL, we found that some teams can get quite complacent in the way they do things, and that gets challenged when you look really closely, and you're working together with another, and it's how much more shows up than you expect because of that fresh look. And we expect to see fresh looks from both sides here on this one.

Leo Mariani

Analysts
#21

Okay. Very thorough answer. Appreciate that. And then just also wanted to just kind of ask on the leverage side. So you guys kind of spoke to a couple of cases, kind of the $65 and $60 oil case. Obviously, Strip is unfortunately a little closer to $60 over the next couple of years. So as you're looking at it, in the $60 scenario, do you have a better sense of when you guys get to that kind of 1x leverage in your models here?

A. Pursell

Executives
#22

Yes. It will depend on several things, Leo. One is we don't -- we haven't put forth our plan for next year from an activity standpoint. If it stays down in that area, you know that we focus on free cash flow maximization, not -- certainly not production. So it would be -- I think it would be logical to assume that just putting the 2 companies together and if prices stay low, you might have an activity profile that's somewhat less than the combined looks right now, just again, based on free cash flow generation and that would certainly enhance the delevering effort. That will be one factor. And certainly, a big factor will be divestiture opportunities and when that happens. Other than that, it's hard to project too far ahead beyond next year at this point.

Leo Mariani

Analysts
#23

Okay. And your kind of assumptions on leverage, I assume don't assume any divestiture opportunities that's more just paying off debt with free cash flow over time.

A. Pursell

Executives
#24

That would be a base case, exactly.

Operator

Operator
#25

Our next question is from Phillip Jungwirth with BMO Capital Markets.

Phillip Jungwirth

Analysts
#26

In the Midland, SM has always operated in the north and western side of the basin. A lot of the Civitas acreage is going to be more south or east. How do you view the different trade-offs, opportunities and also challenges of this part of the basin versus where you've historically operated?

Elizabeth McDonald

Executives
#27

Yes. Phillip, it's Beth. Just wanted to have a little point of clarification there. One of our anchor assets that really was a foothold into the Midland Basin was Sweetie Peck. And so that's actually in the southern part of the Midland Basin, and we have an extreme amount of knowledge of the entire Midland Basin and how the geology changes across that, and so we'll continue to just look at that and really bolster our technical abilities by combining those teams together. So we look at it just like we would our Sweetie Peck acreage as well as complementary base for the Howard County acreage, and we see significant synergies there.

Phillip Jungwirth

Analysts
#28

Okay. Great. And then following up on the prior question. Just in the deck, you did now 1.4x expected leverage by year-end '27 at $60. It looked a little high versus our model, but just without getting into the details, is there any high-level framework or assumptions you're using here? I assume it's just kind of a maintenance production and CapEx outlook, but I want to make sure.

A. Pursell

Executives
#29

It's a very conservative that type of outlook, exactly.

Operator

Operator
#30

Our next question is from John Abbott with Wolfe Research.

John Abbott

Analysts
#31

My first question is back to the synergies. Now like Civitas had -- and it's really on -- are some of these sort of synergies driven also by the individual programs that the companies were already executing on, for example, Civitas was already executing on a $100 million optimization program, and then maybe they would expand upon that. But so I guess, when we come to that synergy number, how much of this is already being baked in on an individual company basis versus the pro forma basis?

Elizabeth McDonald

Executives
#32

Yes. John, there are none that are baked in from the Civitas plan. These are actually going forward with the new pro forma company and the synergies that we identified, and we believe are achievable together.

John Abbott

Analysts
#33

Appreciate it. And then my next question is really for Wouter. If we go back to second quarter results, there was a discussion of the desire for looking for more consistent operational performance, and that would drive value. I mean we haven't seen that as of yet. The deal has been announced before that. So why do the deal -- why was this the appropriate decision for Civitas at this time versus letting the execution operations side play out first?

Wouter van Kempen

Executives
#34

Yes. So thanks, John. And obviously, we're not announcing our earnings here today. We're announcing our earnings on Friday so can't talk about that. But in the end, you can't -- you can time deals in a perfect way, and you never know what shows up at what time. I can tell you that from our side and the Civitas side and the entire Civitas team, everybody's been working really, really hard on the third quarter to make sure that we deliver on the promises that we're making, and we had those discussions at our August conference call. And in the end, this is the right time to do this. This is the right opportunity. This makes both companies a lot stronger ourself. So we're very excited about it.

Operator

Operator
#35

Our next question is from Oliver Huang with TPH & Company.

Hsu-Lei Huang

Analysts
#36

For my first question, maybe just a follow-up in terms of just when we're thinking about each of your respective basins on a pro forma basis, is there one where you would potentially look to let oil volumes roll a bit more meaningfully if we're talking about oil prices being in the $50, $55 range next year?

Elizabeth McDonald

Executives
#37

I would say at this point, it's a little premature to answer that question. We love all 4 of our basins. And if you look at Slide 6 in the presentation, it really focuses on advantages and the unique value that each of those brings. And so we'll use that in conjunction as we build our 2026 pro forma plan.

Hsu-Lei Huang

Analysts
#38

Okay. That makes sense. And for my second question, just had a quick question around inventory. I was doing some rough math around your pro forma net locations highlighted in Slide 5. If we think about the SM and Civi stand-alone programs this year, I think it's roughly [ 400 ] net 10,000-foot equivalent locations of lateral turn-in-lines. That imply roughly 6 years of inventory. So trying to get a better understanding of what is included within the assumption of that [ 2,400 ] total shown in the slide and what you all feel might fall into the upside bucket that would not have been reflected in that figure?

Elizabeth McDonald

Executives
#39

Yes. So really, when you're looking at the Enverus inventory, we all kind of know that that's backward looking. So that's really the minimum amount of inventory that we would expect going forward. It doesn't include a lot of the upside that we're excited about and that we've talked about as far as Woodford, Barnett, Upper Cube. So there's multiple zones that we're delineating now that aren't reflected in that amount right now. And so we see upside there. Also, as you heard, we talk about future, and we look at the current commodity price environment and the activity level there will probably slow down a bit. Again, we're focused on free cash flow generation and maximization of that free cash flow to increase time to debt reduction, but a resulting factor that comes out of that is that your inventory is prolonged a bit.

Operator

Operator
#40

Our next question is from David Deckelbaum with TD Cowen.

David Deckelbaum

Analysts
#41

Congrats, Herb, Wouter and Beth. I'm curious, as you look at the synergies, particularly just given the increased scale in areas like the Midland, do the announced synergies envision any capital optimization between assets, perhaps emphasizing capital allocation to the Midland versus perhaps some other areas? Or should we mostly assume that those slides are kind of combining the current plans as we see them today?

Elizabeth McDonald

Executives
#42

It's a combination of both, David. So it's a combination of combining the plan to an optimal drilling program, but it's also really around capital efficiency and learnings, right? So we also think that we have price negotiation, potential purchasing power with scale and that we can really plan for efficiency through our drilling completions and drill-out crews, keeping those busy within the Midland Basin among all of our acreage will just help drive those efficiencies even further.

David Deckelbaum

Analysts
#43

Appreciate that. And I know you've been asked a few times already about asset sales, and you mentioned them earlier. You also laid out, obviously, the priority on deleveraging post this deal perhaps at the expense of returns of capital to shareholders. So I guess how do you think about the priority of divesting noncore assets and you already internally have sort of an absolute dollar target that you would be looking to pursue?

Elizabeth McDonald

Executives
#44

No, not at this time. We -- it's really early in the process. And like I said before, we're really focused on the execution and the integration of the deal. In the meantime, we'll prioritize what assets really make sense, especially as we go into the current commodity price environment. So we just -- we have more work to do, and there's not a specific dollar amount that we're targeting. You could back into dollar amounts that could show you what asset sales are needed with these synergies to get us to 1x faster.

A. Pursell

Executives
#45

Wouldn't be a lot.

Elizabeth McDonald

Executives
#46

Yes. It's not a lot.

Operator

Operator
#47

Our next question is from Noel Parks with Tuohy Brothers.

Noel Parks

Analysts
#48

I just had a couple. I think one thing I found interesting is that in the Permian, the degree of overlap is not particularly high between the 2 companies. So it's a nicely larger combined footprint. Any thoughts on, I guess, just as you looked at various Permian opportunities, just what your thinking was in terms of whether you're looking more for an expansion of the footprint or consolidation of footprint? And also, I'm not really familiar with your gas infrastructure strategy in the Permian. I was wondering if you could talk a little bit about that and how that might shift with the merger.

Elizabeth McDonald

Executives
#49

Yes. I'll start with just talking high level about the synergies that we see from the combined footprint. And I know I'm repeating myself a little bit, but we have joint learnings that we have between the 2 companies. We know that in certain zones, we outperform each other so we can combine those learnings as well as the Civitas longer lateral learnings. And we think that, that will really drive down our cost on the drilling side. As far as our technical expertise, we think SM Energy really can unlock value on the performance side. So we think the combined operational excellence as well as the scale, purchasing power, debundling, bringing in chemicals in-house, those kinds of things can really drive that efficiency. As far as the gas infrastructure, we've really been focused on increasing our margins there and getting that gas to market as much as we can, right? So you're very familiar probably with WAHA prices. And so we've been doing a great job there on the hedging side to really cover us as far as WAHA is concerned, but we've never had any takeaway issues. So we don't expect those to continue.

Herbert Vogel

Executives
#50

Noah, I'll just chime in and just say that if you can -- thought of the Southern Midland Basin 5, 6 years ago, people underestimated how good the economics were there. And over time, people have recognized there's more zones there that are economic, and we can actually do better in them, and that's partly technology and partly lateral length. So that's the way to look at it is there's opportunity to improve on historical Southern Midland Basin potential for the industry as a whole.

Noel Parks

Analysts
#51

Got it. And I'm just wondering in terms of post-deal accounting, is there anything for us to be aware of as far as tax carryforwards? We're, of course, going to have some tax legislative changes for 2026. But just wondering if there are any considerations there?

A. Pursell

Executives
#52

Yes, it's a great question in this environment, especially. Nothing significant to answer your question about the impact the tax NOL carryforwards or anything like that. We're both benefiting from the -- from the big, beautiful bill, no question as far as how much federal taxes we both have. Civitas is very similar to us in that regard. So minimal taxes in the foreseeable future, I would say, a similar story on a combined basis.

Operator

Operator
#53

Our next question is from Bill Dezellem with Tieton Capital Management.

William Dezellem

Analysts
#54

Would you please discuss your strategy for production growth and what goals you do or do not have and how that interrelates with cash flow generation, please?

Herbert Vogel

Executives
#55

Yes. Bill, this is Herb. Just briefly if you've followed us for a long time, you know we plan each year looking forward the next 2 to 3 years and maximize free cash flow generation. So production is not an input or a goal. It's an output of that maximization and it's driven by commodity price and commodity price mix. And we continue to drive that, and that's been very successful for us in achieving our targets on the debt side, free cash flow generation and return of capital. So that's the way to look at it. Don't think of production targets, think of maximizing free cash flow generation.

A. Pursell

Executives
#56

To the point. I mean, we target -- we shoot for flattish. I mean, obviously, we could generate a ton of free cash by letting it fall. So it's not -- looking at it over a multiyear period, I think, is the key to that.

Operator

Operator
#57

[Operator Instructions] Our next question is from [ Geoff Jay ] with Daniel Energy Partners.

Unknown Analyst

Analysts
#58

Just one for me. As I look at the D&C synergy number, I'm just wondering -- and I'm sorry if I missed it, but is there a reduction in activity that's kind of contemplated in that figure? Or is it purely efficiency, pricing, et cetera?

Elizabeth McDonald

Executives
#59

Geoff, it's efficiency and pricing only. So we have not baked in anywhere, any sort of change in activity.

Operator

Operator
#60

Our final question is from Scott Hanold for the follow-up with RBC Capital Markets.

Scott Hanold

Analysts
#61

Appreciate the follow-up. And just a question on the management structure moving forward. Obviously, in the first part of next year, this merger is expected to happen, and Beth will be taking over the CEO role. Can you discuss what are the plans to backfill the COO role? And with Beth, like, look, you're stepping up into a new role and -- and certainly, with the merger, it's going to create a lot of work and potential complexities. Can you talk to your priorities as you take the reins?

Herbert Vogel

Executives
#62

Let me just start with that, that we haven't announced the leadership fully. We got in mind where we're going to go and really be focused on getting the synergies and having an effective integration. And Beth, do you want to...

Elizabeth McDonald

Executives
#63

Yes. And I would just say that -- the priorities of where we're taking us in energy haven't changed. They're long lasting, and they're really focused, especially as it relates to this deal on debt reduction, keeping our fixed dividend and then growing that over time once we get back to that 1x level and then going back to the share repurchases. And so that is the continuation of what we've been doing as well as adding to our inventory for a sustainable and repeatable program long term.

Scott Hanold

Analysts
#64

Okay. I appreciate that. We'll look forward to seeing that. And just real quick one. I think you kind of inferred this or said this, but just to make sure I got my thoughts straight. But the way we should look at the combined company moving forward in terms of allocation of activity between the basins, it should be very similar to what individual companies have at this point, pending any decisions you make later on?

Elizabeth McDonald

Executives
#65

Yes, I think that's a good assumption right now, Scott.

Operator

Operator
#66

There are no further questions. I would like to turn the conference over to Herb Vogel for closing remarks.

Herbert Vogel

Executives
#67

Thank you, Sherry, and thank you all for joining us today.

Operator

Operator
#68

Thank you. This will conclude today's conference. You may disconnect your lines at this time, and thank you for your participation.

This call discussed

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