Carlyle International Energy Partners LP fund managed by The Carlyle Group Inc. (NasdaqGS:CG) entered into a binding agreement to acquire Portfolio of Gas-Weighted Exploration and Production Assets in Italy, Egypt and Croatia from Energean plc (LSE:ENOG) for approximately $950 million on June 20, 2024. Under the terms if agreement, Energean will receive: $504 million upfront cash consideration upon closing of the Transaction, Working capital/cash adjustments between the Effective Date and the closing date, $139 million Vendor Loan with a 6-years and 3-months tenor plus interest at SOFR + 7% in year one, plus 0.5% for each year thereafter, $125 million capped contingent consideration, inflated at the US CPI index from 1 January 2024 onwards, varying from nil to $125 million (as inflation adjusted) depending on: Working interest Italian oil and gas production over the period 2025-2028 exceeding annual reference volumes, based off of Proved Developed Reserves and Proved Reserves respectively as taken from the YE23 Competent Person's Report ("CPR") report; and Brent and Italian PSV gas prices over the period 2025-2028 exceeding an annual reference price. The contingent payment due is based on 25% of the incremental commodity price multiplied by the actual production and payable on an annual basis in respect of the years 2025-28. An uncapped contingent payment for the recently drilled Location B well in Egypt. This payment will be calculated based off (i) the 2P reserves (as determined by an independent auditor at YE24) plus (ii) the actual 2024 production, that are in excess of the below pre-drill estimated volumes: $2.00 per boe for gas in excess of 8,672,924 boe, $5.00 per boe for oil in excess of 0 boe, $4.50 per boe for condensate in excess of 490,055 boe and $3.75 per boe for LPG in excess of 539,060 boe.For the year ended 2023, The portfolio generated Adjusted EBITDA of $264 million, gross assets of $1.67 billion and Total liabilities of $1.27 billion. The first $15 million of any payable amount shall be payable in cash in Q3 2025 and any balance due shall be payable (at Carlyle's option) either in cash or as a corresponding increase in the principal amount of the Vendor Loan.

As part of the transaction, Tony Hayward, (ex-CEO of BP, current Executive Chairman of SierraCol) will become Chairman of the company, focused on scaling its operations in the region. Staff employed by Energean Italy (which includes Croatia) and Energean Egypt will continue their employment under Carlyle's ownership, which they have committed to guarantee for 18-months post-completion, providing continuity for staff and contributing to ongoing operational reliability and safety. Completion of the Transaction is conditional upon customary regulatory approvals in Italy and Egypt together with antitrust approvals in Italy, Egypt and the Common Market for Eastern and Southern Africa ("COMESA"). The Transaction also constitutes a Class 1 transaction under the Listing Rules andis, therefore, as at the date of this announcement, conditional on Energean's shareholders passing a resolution approving the Transaction. As the Listing Rules are expected to change in early H2 2024 in a manner that would mean such shareholder approval would no longer be required,Energean plans to engage closely with shareholders in relation to the Transaction and will, to the extent required as per the FCA's listing rules reforms, seek shareholder approval of the Transaction ahead of completion. The Transaction is subject to the conditions being satisfied by a longstop date of 20 March 2025 (or such other date as may be agreed by Energean and Carlyle), with completion currently expected to occur by year-end 2024. The proceeds from the transaction will be used by Energean to repay in full the $450 million PLC Corporate Bond and facilitate a special dividend of up to $200 million. The transaction is expected to be immediately accretive to free cash flow.

Rothschild & Co SCA acted as financial advisor for Energean plc. Allan Taylor, Ziad Gadalla, Alessandro Seganfreddo, Lauren Winter, James Greene, Jessica Kemp, Nicholas Greenacre and Helen Joseph, White & Case LLP acted as legal advisor for Energean plc. Sam Newhouse, Misa Schmiederova, Karl Mah and counsel James Leslie, Deborah Kirk, Sarah Gadd, Cesare Milani and Alessia De Coppi and Luca Crocco of Latham & Watkins acted as legal advisor to Carlyle.