Diversified Energy’s ~$1.8 billion Birch Permian package targets a Q4 close

Diversified Energy is buying a Permian PDP package from Elliott affiliates for about $1.8 billion gross, funded primarily by an about $1.5 billion Carlyle ABS plus revolver liquidity. The company expects a fourth-quarter 2026 close if customary conditions clear.

On September 2, 2026, Diversified Energy Company announced the execution of definitive acquisition agreements to acquire Birch Permian Holdings, Inc. and certain affiliated companies (“Birch”) from affiliates of Elliott Investment Management L.P. (the “Sellers”). Diversified’s Form 8-K (AccNo 0001922446-26-000083; Date of earliest event September 2, 2026; Items 7.01 and 9.01; accepted September 3, 2026 at 06:07:24 ET) furnishes that announcement as Exhibit 99.1 under Regulation FD. The same Item 7.01 notes that the company posted an investor presentation on www.div.energy — Investor Resources, then Presentations. This filing is the signed-agreement disclosure, not a close.

The Permian PDP package at about $1.8 billion

The company prints a gross purchase price of approximately $1.8 billion. The net purchase price, per Exhibit 99.1, is to reflect customary purchase price adjustments and effective-date cash flows.

Birch, as described in the release, is an independent oil and gas producer with Permian Basin operations. Company prints for the acquired position include current net production of about 68 Mboepd (about 409 MMcfepd), a production mix of about 38% oil, about 32% NGLs, and about 30% gas, about 96% operated interest, and about 77% average lease NRI. Proved reserves are printed at about 1,168 Bcfe with PV-10 of about $2.0 billion, under the release’s footnotes on strip pricing and an effective date of July 1, 2026.

Exhibit 99.1 also prints company deal metrics of about PV-14 on PDP reserves and about a 3.3x Adjusted EBITDA multiple. Those are the company’s own framing on the furnished release.

Carlyle ABS, the revolver, and the Q4 window

Funding is primarily an Asset Backed Securitization of approximately $1.5 billion originated and structured by Carlyle’s Asset-Backed Finance and Capital Markets teams, supported by the acquired PDP assets, plus other customary financing sources including available liquidity under Diversified’s revolving credit facility.

The company expects to close during the fourth quarter of 2026, subject to customary closing conditions, including receipt of regulatory approvals. The Acquisition is subject to a $50 million break fee. Expected close is not a completed close.

Separately, Carlyle and Diversified say they have agreed to expand the scale of their strategic partnership from an original $2 billion framework toward a broader collaboration through which the parties may pursue up to $10 billion of potential PDP acquisition opportunities over time, subject to mutual agreement and transaction-specific approvals. That is partnership aspiration language for future opportunities — not a committed $10 billion facility for this Birch deal alone.

Company expectations on scale

The release’s forward production and EBITDA lines are management expectations.

Diversified says the Acquisition is expected to increase production by about 35% and Adjusted EBITDA by about 55%. The company also prints estimated annualized Adjusted EBITDA from the Birch asset base of about $548 million and estimated EBITDA margins of about 80%, under the release’s Adjusted EBITDA footnotes (next-twelve-months framing, strip as of August 17, 2026, inclusive of G&A and hedges as defined there).

Pro forma, Diversified says gross volumes under its operated control are expected to reach approximately 2.5 Bcfepd (about 1.6 Bcfepd net). The release frames Birch as Diversified’s largest acquisition to date and as establishing a scaled Permian PDP consolidation platform, with integrated midstream and water infrastructure and enhanced oil recovery capabilities described as company upside beyond attributed PDP value.

Adjusted EBITDA is a non-GAAP measure as Diversified defines it on the release. The company says it cannot provide a quantitative reconciliation of forward-looking Adjusted EBITDA to the most directly comparable forward-looking GAAP measure without unreasonable efforts.

Chairman and CEO Rusty Hutson, Jr., in Exhibit 99.1: “I am thrilled to announce the acquisition of Birch, a premier Permian Basin operator that represents an important milestone in Diversified's evolution and long-term growth strategy. This $1.8 billion acquisition is our largest in the Company's 25-year history.”

Furnished Exhibit 99.1 and what still has to clear

Exhibit 99.1 is furnished under Item 7.01. The 8-K states that the Item 7.01 information and Exhibit 99.1 are furnished and shall not be deemed “filed” for Section 18 purposes, nor incorporated by reference into Securities Act filings except by specific reference.

Customary closing conditions, including regulatory approvals. Whether the fourth-quarter 2026 expected close holds. Final net cash after purchase-price adjustments and effective-date cash flows. Whether later results repeat the about-35% / about-55% / about-$548 million lines with actuals — or revise them. Contents of the investor deck beyond the fact that it was posted.

The company scheduled a conference call for Wednesday, September 3, 2026, at 8:00 AM ET to discuss the Birch Acquisition. Conference-call Q&A is outside this filing record.

Advisors named on the release include Gibson, Dunn & Crutcher LLP (legal to Diversified); Truist Securities, KeyBanc Capital Markets, and Citigroup (lead financial advisors to Diversified); Paul Hastings LLP and TCG Capital Markets L.L.C. (Carlyle side); Moelis & Co. and Akin Gump Strauss Hauer & Feld LLP (Birch); and Huron Transaction Advisory LLC and Hogan Lovells (Birch Special Committee).