Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Energy · Crude Petroleum & Natural Gas

SM Energy Co to acquire Civitas Resources, Inc.

Announced Nov 3, 2025 · Closed Jan 30, 2026

Deal value—
Premium—To unaffected price
EV / Adj. EBITDA—
ConsiderationAll stock

Transaction

Acquirer
SM Energy Co (SM)
Target
Civitas Resources, Inc. (CIVI)
Buyer type
Strategic
Offer price per share
—
Enterprise value
—
Status
Closed Jan 30, 2026

Deal protections

Break fee (target pays)
$85.0M
Reverse fee (buyer pays)
$79.0M
Go-shop
No-shop
Financing
—

Advisors

To the acquirer
Evercore
To the target
JPMorgan
Evercore fee
$20.0M

Sector context · Energy

Comparable deals
39 in the prior 24 months
Premium
Sector median 18.9%
EV / Adj. EBITDA
Sector median 8.5x
Break fee
Sector median 3.0%

Timeline

  1. AnnouncedNov 3, 2025
  2. Proxy filedDec 22, 2025
  3. Definitive proxyDec 22, 2025
  4. Shareholder voteJan 27, 2026
  5. ClosedJan 30, 2026

Valuation · fairness opinions

Other analysis$15.47$22.63
Other analysis$23.22$33.09
Discounted cash flow$9.90$27.68
Discounted cash flow$7.99$18.44
Discounted cash flow$19.00$48.29

Implied value per Civitas Resources, Inc. share by analysis, from Evercore · DCF discount rate 8%–30%.

Sources
  • 8-K (EX-99.1) · Nov 3, 2025
  • 425 (EX-99.1) · Nov 3, 2025

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.