Deal Description: On January 24, 2023, Matador Resources Company (NYSE: MTDR) (“Matador”) announced that a wholly-owned subsidiary of Matador has entered into a definitive agreement to acquire Advance Energy Partners Holdings, LLC (“Advance”), including certain oil and natural gas producing properties and undeveloped acreage located in Lea County, New Mexico and Ward County, Texas (the “Advance Transaction”). The consideration for the Advance Transaction will consist of an initial cash payment of $1.6 billion, subject to customary closing adjustments, plus additional cash consideration of $7.5 million for each month during 2023 in which the average oil price as defined in the securities purchase agreement exceeds $85 per barrel. Advance is a portfolio company of EnCap Investments L.P.

Baker Botts is representing Matador in the Advance Transaction.

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 Eagle Ford shale play in South Texas and 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.

In-House Counsel for Matador: Craig Adams, Bryan Erman, Bradley Hart and Cale Curtin

Outside Counsel to EnCap: Vinson & Elkins LLP

Baker Botts Lawyers/Office Involved:

Corporate: Preston Bernhisel (Partner, Dallas); Jon Platt (Partner, Dallas), Rusty Shellhorn (Associate, Dallas); Brendan LeMay (Associate, New York)

Tax: Steve Marcus (Partner, Dallas); Jordan Hahn (Senior Associate, Dallas)

Finance: Luke Weedon (Partner, Dallas); Clint Culpepper (Partner, Austin)

Environmental: Aileen Hooks (Senior Counsel, Austin)

Employee Benefits: Jason Loden (Partner, Dallas)

Antitrust: Jeffrey Oliver (Partner, Washington D.C.); Michael Bodosky (Special Counsel, Washington D.C.)

For more information, please see Matador’s news release by clicking here.

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