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XCL Resources Sells Uinta Basin Assets to SM Energy

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Vinson & Elkins advised XCL Resources, LLC (“XCL”), a private company backed by EnCap Investments L.P. (“EnCap”) and Rice Investment Group (“Rice”), in its sale to SM Energy (the “Company”) of Uinta Basin oil and gas assets owned by certain entities affiliated with XCL for an unadjusted purchase price of $2.55 billion.

Concurrently, Northern Oil and Gas, Inc. (NYSE: NOG) (“Northern”) will acquire an undivided twenty percent (20%) of the oil and gas assets of XCL for $510 million, resulting in a $2.04 billion purchase price net to the Company for an undivided 80% interest of the assets (the “XCL Acquisition”). SM Energy intends to serve as the operator of the assets currently operated by XCL. The Company plans to finance the acquisition through a combination of debt and cash on hand.

The Vinson & Elkins team was led by partner Bryan Loocke, senior associate Michael Zarcaro, and associates Vestita Zumot and Kelly McGee, with assistance from counsel Megan Menniti, and associates Rob Vezina and Destiny Alliniece. Other key team members include partners Todd Way and Megan James, senior associate Dan Henderson, associate Ryan Dolmanet, Adam Bateman, Patrick Darby and Katie Dillard; partners Mike Marek, Jackson O’Maley, Matt Strock and Dave Wicklund, senior associate David Lassetter, and associate Drew Clements; partner Hill Wellford and counsel Evan Miller; partner Sarah Mitchell; and partner David D’Alessandro.

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