REG-Diversified and Carlyle Partner to Acquire Assets from Camino Natural Resources

Diversified Energy CoAnnouncement

06/05/2026 21:15

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Bolt-On to a Contiguous Operating Position that Contains Meaningful Identified
Synergies and Potential Upside from Large Undeveloped Location Inventory

Innovative Asset-Backed Securitization (ABS) with Carlyle to Fund Purchase
through Newly Created Special Purpose Vehicle (SPV) without Diversified Equity
Issuance

Diversified Energy Company (NYSE: DEC, LSE: DEC) ("Diversified" or the
"Company") in partnership with global investment firm Carlyle's (NASDAQ: CG)
Global Credit platform are pleased to announce the execution of a purchase
agreement for the acquisition of a bolt-on portfolio of certain oil and
natural gas properties, along with related assets located within the Anadarko
Basin of Oklahoma (the "Assets") from Camino Natural Resources (the
"Acquisition"). Notably, the Acquisition provides an additional 100,
high-quality undeveloped inventory locations in an active development area,
with Diversified owning in excess of 450 locations in Oklahoma, pro forma for
the acquisition. Camino will retain its ownership of the Chickasha development
area.

The acquisition builds on the strategic partnership between Diversified and
Carlyle announced in 2025, which combines Carlyle’s asset-backed finance
capabilities with Diversified’s operating expertise to invest in proved
developed producing (“PDP”) energy assets across the United States.

The Acquisition will be financed through a bespoke asset-backed securitization
("ABS") structured and arranged by Carlyle. In connection with the
acquisition, Carlyle and Diversified will establish a newly formed special
purpose vehicle that will hold the producing assets and issue debt backed by
the underlying cash flows. Carlyle will hold a majority ownership interest in
the SPV that issues the ABS, with Diversified retaining a minority ownership
stake and serving as operator of the assets and manager of the ABS. In
addition, Diversified will retain the ownership of the undeveloped assets
outside the SPV. Diversified will fund a net amount, inclusive of customary
purchase price adjustments, of approximately of $210 million for the
Acquisition through availability under the company's senior secured bank
facility. The structure is designed to provide long-term, efficient financing
aligned with the assets' profile, enabling scaled investment without reliance
on traditional corporate financing or equity issuance. The Company expects to
close the Acquisition in the third quarter of 2026, subject to customary
closing conditions.

Acquisition Highlights
* Purchase price of $1,175 million before anticipated, customary purchase
price adjustments * Price per flowing Mboe of ~$23,000
* ~3.0x multiple of NTM EBITDA((a))
 
* Current net production of ~300 MMcfepd (~51 Mboepd)(()(b)())  * Production
mix of ~55% gas, ~30% NGL’s, and 15% oil
 
* Includes ~101,000 acres with commercially attractive leasehold in
SCOOP/STACK/MERGE * Over 100 identified, drill-ready inventory locations with
high (~80%) working interest
 
* Estimated NTM EBITDA of ~$397 million(()(a)())  * Total Proved Reserves of
~1,478 Bcfe(()(c)())
 
* Assets are contiguous with Diversified's existing Oklahoma assets *
Proximity to existing assets creates an immediate line of sight to future
operating efficiencies and General & Administrative (G&A) savings
Rationale for Diversified and Carlyle's Partnership
* Enables attractive and accelerated growth for larger-scale transactions
without the use of Diversified equity while providing off-balance sheet
financing
* Promoted interest and management fees enhance Diversified’s economic
returns
* Diversified maintains a preferential asset buyback option providing the
opportunity to retain de-levered assets
* Delivers a competitive advantage and line-of-sight for pre-acquisition
financing certainty
Innovative ABS Financing Structure and Transaction Consideration
* Purchase price expected to be funded through an investment-grade rated
bilaterally structured asset-backed securitization originated by Carlyle, cash
from Carlyle related to its ownership percentage in the ABS SPV, and
availability under Diversified's senior secured credit facility * Producing
assets, along with certain wells to be turned-in-line, will be held by the ABS
SPV with an ownership split of ~60% Carlyle and ~40% Diversified
* Undeveloped acreage and other non-production related assets will be owned
100% by Diversified, providing additional upside outside of the securitized
structure
* Diversified’s debt portion of the ABS SPV will be deconsolidated, off
balance sheet financing, and its ownership percentage treated as a minority
ownership structure
* Diversified will earn customary servicing and operating fees for managing
the ABS and operating the assets
Commenting on the Acquisition, CEO Rusty Hutson, Jr. said:

"I am excited to again partner with Carlyle and work collaboratively to
structure an innovative financing to acquire high-quality assets, grow our
portfolio, and realize the long-term value associated with the Acquisition.
The assets are a perfect fit with our existing Oklahoma operations and offer
meaningful opportunities for material synergies upon completion of the
Acquisition. The transaction adds scale to our regional footprint and remains
consistent with our strategy of acquiring high-quality, producing assets at
attractive valuations. These assets will benefit from our Smarter Asset
Management approach, which we expect will improve production, enhance margins,
and grow free cash flow.

Additionally, we anticipate incremental cash flow from our Portfolio
Optimization Programs, given the significant number of drill-ready inventory
locations identified as part of the Acquisition. Importantly, this added NAV
value to our reserves provides the opportunity to potentially improve our
production or generate meaningful added free cash flow in future periods. Our
Company has a proven, demonstrated track record of delivering value to
shareholders from our strategy of acquiring, operating, and optimizing
established cash-generating energy assets."

Akhil Bansal, Head of Asset-Backed at Carlyle said:

"This transaction demonstrates what's possible when structuring expertise and
long-term capital are paired with a best-in-class operator. We're proud to
work alongside Diversified to create a financing solution purpose-built for
these assets, and we see this as a model for how Carlyle approaches
asset-backed investing."

Bolt-On Addition of Contiguous PDP Assets & Undeveloped Inventory

The Acquisition's estimated NTM EBITDA(()(a)()) is approximately $397 million.
The Acquisition is expected to add approximately 300 MMcfepd (~51Mboepd) of
production for the next twelve months and approximately 1,478 Bcfe of
reserves(()(c)()). Additionally, the production profile of the Assets are
highly complementary to the Company's existing portfolio and operational
strategy.

The Assets include an approximate 101,000 acres with over 100 identified,
drill-ready locations. When combined with the current undeveloped locations
acquired from Diversified's recent Oklahoma acquisitions, the Company has
identified an estimated over 450 highly economic development locations under
conservative commodity pricing assumptions. This quality and depth of
inventory equates to approximately 30+ years of inventory at a one-rig
drilling pace (11-14 wells/year). Importantly, the undeveloped acreage
presents potential upside opportunities in line with Diversified's
demonstrated ability to unlock value from its vast portfolio of assets, and
the Assets provide opportunities to realize synergies attributable to
Diversified’s operating scale and asset density.

This investment is being led by Carlyle’s Asset-Backed Finance (“ABF”)
team within the Global Credit platform. Carlyle ABF focuses on private fixed
income and asset-backed investments, leveraging the firm’s global platform
to deliver tailored financing solutions to businesses, specialty finance
companies, and asset owners. Carlyle ABF has deployed approximately $11
billion since 2021 and has more than $10 billion in assets under management as
of December 31, 2025.

ADVISORS

Kirkland & Ellis LLP is serving as legal advisors, and Citi & Truist
Securities are serving as financial advisors to Diversified on the
Acquisition. Latham & Watkins and Paul Hastings are serving as legal advisors
to Carlyle. Jefferies LLC is serving as lead financial advisor and RBC
Richardson Barr is serving as co-financial advisor to Camino. Vinson and
Elkins is serving as legal advisor to Camino.

Footnotes:

 a)  Camino estimated EBITDA based on engineering reserves assumptions using historical cost assumptions and NYMEX strip pricing as of May 4, 2026 for the 12 month period ended March 1, 2027; please refer to the "EBITDA" definition below.                                                     
                                                                                                                                                                                                                                                                                                   
 b)  Current production based on estimated average daily production for 2026; Estimate based on historical performance and engineered type curves for the Assets.                                                                                                                                  
                                                                                                                                                                                                                                                                                                   
 c)  Reserves values calculated using historical production data, asset-specific type curves and an effective date of March 1, 2026 and based on the NYMEX strip at May 4, 2026 for 5 years, with terminal price assumptions of $3.75/MMBtu and $65.00/Bbl for natural gas and oil, respectively.  
                                                                                                                                                                                                                                                                                                   

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No. 596/2014 on Market Abuse, as it forms
part of the UK domestic law by virtue of the European Union (Withdrawal) Act
2018.

For further information, please contact:

 Diversified Energy Company                                                   19738562757            
 Doug Kris                                                                    dkris@dgoc.com         
 Senior Vice President Investor Relations & Corporate Communications          www.div.energy         
                                                                                                     
 FTI Consulting                                                               dec@fticonsulting.com  
 U.S. & UK Financial Public Relations                                                                
                                                                                                     
 Carlyle Media Contact                                                                               
 Ben Howard                                                                   19145524281            
 Prosek                                                                       bhoward@prosek.com     
                                                                                                     

About Diversified Energy Company

Diversified is a leading publicly traded energy company focused on acquiring,
operating, and optimizing cash-generating energy assets. Through our unique
differentiated strategy, we acquire established assets and invest in them to
improve environmental and operational performance until retiring those assets
in a safe and environmentally secure manner. Recognized by ratings agencies
and organizations for our sustainability leadership, this solutions-oriented,
stewardship approach makes Diversified the Right Company at the Right Time to
responsibly produce energy, deliver reliable free cash flow, and generate
shareholder value. 

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise
that deploys private capital across three business segments: Global Private
Equity, Global Credit, and Carlyle AlpInvest. With $477 billion of assets
under management as of December 31, 2025, Carlyle’s purpose is to invest
wisely and create value on behalf of its investors, portfolio companies, and
the communities in which we live and invest. Carlyle employs more than 2,500
people in 27 offices across four continents. Further information is available
at www.carlyle.com. Follow Carlyle on X @OneCarlyle and LinkedIn at The
Carlyle Group.

Forward-Looking Statements

This announcement contains forward-looking statements (within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995). These
forward-looking statements, which contain the words "anticipate", "believe",
"intend", "estimate", "expect", "may", "will", "seek", "continue", "aim",
"target", "projected", "plan", "goal", "achieve", "opportunity" and words of
similar meaning, reflect the Company's beliefs and expectations and are based
on numerous assumptions regarding the Company's present and future business
strategies and the environment the Company will operate in and are subject to
risks and uncertainties that may cause actual results to differ materially. No
representation is made that any of these statements or forecasts will come to
pass or that any forecast results will be achieved. Expected benefits of the
Acquisition may not be realized and the Acquisition may not close on the terms
described in this release, or at all. Forward-looking statements involve
inherent known and unknown risks, uncertainties and contingencies because they
relate to events and depend on circumstances that may or may not occur in the
future and may cause the actual results, performance or achievements of the
Company to be materially different from those expressed or implied by such
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond the Company's ability to control or estimate
precisely, including the risk factors described in the "Risk Factors" section
in the Company's Annual Report and Form 10-K for the year ended December 31,
2025, filed with the United States Securities and Exchange Commission. The pro
forma financial information in this announcement is for informational purposes
only, is not a projection of our future financial performance, and should not
be considered indicative of actual results should the Acquisition be
consummated. Forward-looking statements speak only as of their date and
neither the Company nor any of its directors, officers, employees, agents,
affiliates or advisers expressly disclaim any obligation to supplement, amend,
update or revise any of the forward-looking statements made herein, except
where it would be required to do so under applicable law. As a result, you are
cautioned not to place undue reliance on such forward-looking statements.

EBITDA

As used herein, EBITDA represents earnings before interest, taxes, depletion,
depreciation and amortization. We are unable to provide a quantitative
reconciliation of forward-looking EBITDA to the most directly comparable
forward-looking GAAP measure because the items necessary to estimate such
forward-looking GAAP measure are not accessible or estimable at this time
without unreasonable efforts