Merger Overview - SM Energy Company has completed an all-stock merger with Civitas Resources, creating a combined entity named SM Energy Company, headquartered in Denver, Colorado, US [1] - The merger was valued at approximately $12.8 billion, including net debt, and received shareholder approval from both companies [1][4] Share Exchange and Ownership Structure - Each Civitas share is exchanged for 1.45 SM Energy shares, resulting in the issuance of approximately 126.3 million new shares of common stock by SM Energy [2] - Post-merger, SM Energy shareholders will own about 48% of the combined company, while Civitas shareholders will hold around 52% [2] Leadership and Governance - The Board of Directors will consist of 11 members, with six from SM Energy and five from Civitas [3] - The leadership team includes Beth McDonald as president and CEO, and Blake McKenna as executive vice-president and COO [2] Operational Focus and Financial Outlook - The combined entity manages a portfolio of approximately 823,000 net acres, focusing significantly on the Permian Basin [3] - Expected free cash flow is projected to exceed $1.4 billion for the full year 2025, aiming to enhance capital returns and investment appeal [3] Integration and Future Plans - The company aims to integrate effectively to unlock additional free cash flow, targeting annual synergies of $200–300 million and divestitures of at least $1 billion over the next year [5] - Plans to strengthen the balance sheet and accelerate capital returns to stockholders are in place, with an updated operating plan and return of capital framework to be shared in February 2026 [6]

Core Viewpoint - SM Energy Company has successfully completed its all-stock merger with Civitas Resources, enhancing its position as a top 10 independent oil-focused producer in the U.S. [1][3] Group 1: Merger Details - The merger was approved by stockholders of both SM Energy and Civitas at special meetings on January 27, 2026 [1] - The combined company will continue to trade under the ticker symbol "SM" and retain the name SM Energy Company [1] Group 2: Leadership Changes - Beth McDonald has been appointed as President and Chief Executive Officer and joined the Board of Directors [2] - Blake McKenna has been appointed as Executive Vice President and Chief Operating Officer [2] - The Board of Directors has been expanded to 11 members, with six from SM Energy and five from Civitas [2] Group 3: Strategic Goals - The company aims to achieve annual synergies of $200 to $300 million and plans to execute a divestiture target of at least $1.0 billion over the next year [3] - These initiatives are expected to strengthen the balance sheet, accelerate capital returns to stockholders, and enhance equity value [3] Group 4: Upcoming Financial Reporting - SM Energy plans to report its fourth quarter and full year 2025 financial results and 2026 outlook after market close on February 25, 2026 [4] - A conference call is scheduled for February 26, 2026, to discuss these results [4][6]

Index Changes - S&P Dow Jones Indices will implement changes to the S&P MidCap 400 and S&P SmallCap 600 indices effective January 30 and February 2, 2026 [1][3] - TTM Technologies (TTMI) will be added to the S&P MidCap 400, replacing Civitas Resources (CIVI), which is being acquired by SM Energy [1][3] - Amneal Pharmaceuticals (AMRX) will be added to the S&P SmallCap 600, replacing TTM Technologies [1][3] - Dutch Bros (BROS), Advanced Energy Industries (AEIS), and American Healthcare REIT (AHR) will be added to the S&P MidCap 400 on February 2, 2026, with Comerica (CMA), Cadence Bank (CADE), and PotlatchDeltic (PCH) being removed [1][3] - Apellis Pharmaceuticals (APLS) and LegalZoom.com (LZ) will be added to the S&P SmallCap 600, replacing Advanced Energy Industries and Elme Communities (ELME), respectively [1][3] Acquisition Details - SM Energy is acquiring Civitas Resources, and the deal is expected to close soon, with SM Energy remaining in the S&P SmallCap 600 post-merger [3] - Rayonier is acquiring PotlatchDeltic, and will remain in the S&P MidCap 400 after the merger [3] - Fifth Third Bancorp is acquiring Comerica, which will also remain in the S&P MidCap 400 post-acquisition [3] - Huntington Bancshares is acquiring Cadence Bank, with Cadence being removed from the S&P MidCap 400 [3] - Elme Communities is undergoing liquidation activities, making it no longer suitable for the S&P SmallCap 600 [3]

Core Viewpoint - SM Energy and Civitas Resources have received stockholder approval for their all-stock merger, expected to close on January 30, 2026, pending customary closing conditions [1]. Group 1: Stockholder Votes - At the special meeting of SM Energy stockholders, approximately 76.5% of outstanding shares were represented, with 99.1% voting in favor of issuing SM Energy common stock to Civitas stockholders and 98.6% approving an amendment to increase authorized shares [2]. - At the special meeting of Civitas stockholders, approximately 82.9% of outstanding shares were represented, with 97.7% voting to adopt the merger agreement [3]. Group 2: Executive Comments - SM Energy's CEO Herb Vogel expressed satisfaction with the strong endorsement from stockholders, highlighting the merger's potential to create a leading oil and gas company with enhanced scale and top-tier assets, focusing on generating significant free cash flow and long-term value [4]. - Civitas' Interim CEO Wouter van Kempen noted that the merger combines two premier operators with exceptional assets and technical talent, strengthening their competitive position in high-return U.S. shale basins and unlocking meaningful synergies and free cash flow for sustainable growth [4]. Group 3: Company Backgrounds - SM Energy is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and NGLs primarily in Texas and Utah [5]. - Civitas Resources focuses on the acquisition, development, and production of crude oil and liquids-rich natural gas from its assets in the Permian Basin and the DJ Basin [6].

Summary of Civitas Resources Special Meeting Company Overview - **Company**: Civitas Resources (NYSE:CIVI) - **Meeting Date**: January 27, 2026 - **Meeting Type**: Extraordinary General Meeting Key Points Meeting Procedures - The meeting was chaired by Howard Willard, Chair of the Board of Directors, with Travis Counts acting as the Corporate Secretary [1][2] - A quorum was established with 70,729,904 shares represented, approximately 82.9% of the company's outstanding shares as of the record date [5] Agenda Items - Two main proposals were presented for stockholder consideration: 1. Approval of the Civitas merger proposal 2. Approval of the Civitas compensation proposal [5][6] - Both proposals were recommended by the board of directors for approval [6] Voting Results - The preliminary vote indicated that both the Civitas merger proposal and the Civitas compensation proposal were approved [8] - A final vote report will be included in the minutes and reported in a Form 8-K within four business days of the meeting [9] Conclusion - The meeting concluded without further matters to discuss, and stockholders were thanked for their support [9][10]

Group 1 - Civitas Resources, Inc. (NYSE:CIVI) is identified as one of the 10 cheapest oil and gas stocks, with a Hold rating and a price target of $29, indicating a potential upside of 12.5% from current levels [1] - The company received regulatory approval for its merger with SM Energy Company, which reduces antitrust uncertainty and is a significant milestone for the deal's completion [2] - Analysts have noted that the stock's valuation is expected to be closely tied to the merger deal until it is finalized, indicating limited upside potential in the short term [3] Group 2 - Civitas Resources focuses on the production, development, and acquisition of crude oil and associated liquids-rich natural gas, and was founded in 2010, headquartered in Denver, Colorado [3]

Core Viewpoint - The proposed sale of Civitas Resources, Inc. to SM Energy Company is under investigation to assess whether the transaction adequately values Civitas and the process leading to this valuation [1]. Group 1: Transaction Details - Civitas shareholders will receive 1.45 shares of SM Energy common stock for each share of Civitas owned [1]. Group 2: Legal Investigation - Kahn Swick & Foti, LLC is investigating the proposed sale to determine if the consideration is adequate or if it undervalues Civitas [1]. - The law firm is inviting shareholders who believe the transaction undervalues the company to discuss their legal rights [2].

Core Viewpoint - SM Energy Company (NYSE:SM) is identified as a low-priced stock with significant upside potential, particularly following KeyBanc's revised price target of $28 from $36 while maintaining an Overweight rating due to increased confidence in the Civitas Resources Inc. merger [1]. Financial Performance - In Q3 2025, SM Energy reported a net income of $155.1 million, equating to $1.35 per diluted common share, surpassing analyst estimates of $1.30 per share [3]. - Total revenue for the quarter reached $846 million, aligning with market expectations [3]. - Total net daily production increased by 26% year-over-year, with oil production surging by 47%, highlighting the effectiveness of the company's acquisition and development strategies [3]. Strategic Insights - KeyBanc's confidence in SM Energy is based on three main pillars: robust free cash flow generation, a rapid deleveraging schedule, and a disciplined debt management plan [2]. - The merger with Civitas Resources, initially met with skepticism, has been validated through financial analysis and management discussions, reinforcing its strategic value [2]. Company Overview - SM Energy is an independent energy company focused on acquiring, exploring, developing, and producing oil, gas, and natural gas liquids primarily in Texas [4].

Core Insights - The year 2025 has experienced significant volatility in equity markets due to tariff issues, inflation, softening job growth, and geopolitical tensions [1] - Despite market uncertainties, investors are encouraged to consider stocks with strong broker recommendations and improving earnings estimates [2][7] Stock Recommendations - Recommended stocks include Zumiez (ZUMZ), The Beachbody Company (BODI), CVR Energy (CVI), Civitas Resources (CIVI), and Adient (ADNT), all of which have shown strong earnings estimate revisions and favorable broker recommendations [2][7] - Zumiez is a specialty retailer focusing on apparel and accessories, with a strong performance driven by North American markets [6][7] - The Beachbody Company offers a vast digital fitness library and has consistently surpassed earnings estimates, showcasing a strong digital model [8][9] - CVR Energy is involved in renewable energy and petroleum refining, with a commitment to reducing carbon emissions [10][11] - Civitas Resources benefits from a strong presence in productive U.S. shale plays, enhancing its market position [11][12] - Adient has a diverse customer base and international presence, contributing to its growth potential [12][13] Screening Strategy - A screening strategy was developed to identify stocks based on improving broker recommendations and upward revisions in earnings estimates over the past four weeks [4] - Key parameters include net upgrades in broker ratings, percentage change in earnings estimates, price-to-sales ratio, stock price above $5, average daily volume over 100,000 shares, and market capitalization in the top 3000 [5][6]

分组1 - The stock price of Civitas Resources (CIVI) has shown modest growth of +3.5% following a "Sell" recommendation, although it initially declined in value [1] - The analysis aims to identify profitable and undervalued investment opportunities primarily in the U.S. market, focusing on building a high-yield, balanced portfolio [1] 分组2 - The analyst combines roles as an Investment Consultant and Active Intraday Trader, leveraging knowledge in economics and investment analysis to maximize returns [1] - The approach includes a combination of macro-economic analysis and real-world trading experience, supported by academic qualifications in Finance and Economics [1]