The acquisition includes 460 miles of pipeline and both operated and non-operated interests, further solidifying Diversified’s position in the market.
Financial Structure and Terms
The deal will see Maverick unit holders receive $207.1 million in cash and 21.2 million Diversified shares. Following the transaction, EIG will hold a 20% stake in the expanded Diversified entity and nominate two directors to its board, which will continue to be led by Hutson Jr.
Diversified’s board has unanimously approved the acquisition, citing its potential to deliver long-term free cash flow, increase scale, and enhance environmental performance. The acquisition, expected to close in the first half of 2025, remains subject to regulatory clearance, shareholder approval, and other customary conditions.
The agreement includes a $50 million termination fee payable by Diversified under specific conditions, including failure to complete the transaction by June 30, 2025.
Legal and Financial Advisors
The acquisition involves a prominent lineup of legal and financial advisors. Diversified is being advised by Gibson Dunn & Crutcher LLP and Latham & Watkins LLP, while Kirkland & Ellis LLP represents Maverick and EIG. Citigroup Inc. serves as Diversified’s financial adviser, with additional support from Truist Financial Corp. and Stifel Financial Corp. Maverick and EIG are being advised by Jefferies Securities.
Legal Teams
The legal team at Gibson Dunn is led by partners Tull Florey and Rahul Vashi, with contributions from partners Hillary Holmes, Michael Cannon, and Krista Hanvey, as well as associates and counsel across corporate, tax, and benefits disciplines. Latham & Watkins LLP and Kirkland & Ellis LLP have also provided pivotal support for the transaction.
Looking Ahead
The acquisition is expected to bolster Diversified’s scale, improve operational efficiency, and solidify its presence in key oil and gas regions. “This deal positions us to capitalize on a complementary portfolio of high-quality assets,” Hutson Jr. stated.
