M&A - EOG RESOURCES INC

Form Type: 424B5

Filing Date: 2025-06-16

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525141135

Filing Summary: EOG Resources, Inc. filed a preliminary prospectus supplement related to the offering of Senior Notes as part of an equity interest purchase agreement for the acquisition of Encino Acquisition Partners, LLC for a purchase price of $5.6 billion, which includes EAP's net debt. The offering is not conditioned on the closing of the Encino Acquisition. The acquisition aims to enhance EOG's business by adding approximately 675,000 net core acres in the Utica shale. The notes to be offered will bear interest at rates to be specified and will rank equally with the company's other unsecured obligations. The proceeds from this offering will be used partly for the Encino Acquisition and general corporate purposes. The expected closing of the acquisition is in the second half of 2025, pending regulatory approvals.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Acquisition

Type: New

Accession Number: 000082118925000032

Filing Summary: On May 30, 2025, EOG Resources, Inc. entered into an Equity Interest Purchase Agreement with Encino Acquisition Partners, LLC and other sellers to acquire all outstanding equity interests in the Company for a total purchase price of $5.6 billion in cash. The transaction is subject to customary closing conditions, including representation accuracy, compliance with covenants, absence of legal restrictions, and antitrust waiting period expirations. The agreement also contains termination rights allowing either party to exit under certain conditions, which include delays in transaction completion or breaches of warranty. A termination fee of $392 million is applicable under specified circumstances. This acquisition is positioned as a significant strategic move for EOG and will be detailed further when filed as an exhibit in EOG's upcoming Quarterly Report.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525131514

Filing Summary: On May 30, 2025, EOG Resources, Inc. announced its pending acquisition of Encino Acquisition Partners, LLC. The press release detailing this acquisition was issued on the same date and is included as Exhibit 99.1. Additionally, an investor presentation about the acquisition was posted on EOG's corporate website, also on May 30, 2025, and is attached as Exhibit 99.2. The information in this filing emphasizes that the details included in Item 7.01, along with the attached exhibits, are not intended to be considered ‘filed’ for the purposes of Section 18 of the Securities Exchange Act of 1934, and does not imply any admission regarding the materiality of the information provided.