Business Combinations and Divestitures

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

BUSINESS COMBINATIONS AND DIVESTITURES

Joint Ventures

On February 17, 2017, the Company contributed substantially all of its midstream assets located in the Rustler Breaks (Eddy County, New Mexico) and Wolf (Loving County, Texas) asset areas in the Delaware Basin to San Mateo I, a joint venture with a subsidiary of Five Point Energy LLC (“Five Point”). The midstream assets contributed to San Mateo I include (i) the Black River Processing Plant; (ii) one salt water disposal well and a related commercial salt water disposal facility in the Rustler Breaks asset area; (iii) three salt water disposal wells and related commercial salt water disposal facilities in the Wolf asset area; and (iv) substantially all related oil, natural gas and water gathering systems and pipelines in both the Rustler Breaks and Wolf asset areas (collectively, the “Delaware Midstream Assets”). The Company continues to operate the Delaware Midstream Assets and San Mateo I’s other assets. The Company retained its ownership in certain midstream assets owned in South Texas and Northwest Louisiana, which are not part of San Mateo.

The Company and Five Point own 51% and 49% of San Mateo I, respectively. Five Point provided initial cash consideration of $176.4 million to San Mateo I in exchange for its 49% interest. Approximately $171.5 million of this cash contribution by Five Point was distributed by San Mateo I to the Company as a special distribution. The Company earned, and Five Point paid to the Company, $14.7 million in performance incentives during each of the twelve months ended December 31, 2019 and 2018. As of February 28, 2020, the Company had received an additional $14.7 million in performance incentives from Five Point and may earn an additional $29.4 million in performance incentives over the next two years. These performance incentives are recorded as additional contributions related to the formation of the San Mateo I as they are received. The Company contributed the Delaware Midstream Assets and $5.1 million in cash to San Mateo I in exchange for its 51% interest. San Mateo I is consolidated in the Company’s financial statements with Five Point’s interest in San Mateo I being accounted for as a non-controlling interest.

The Company dedicated its current and future leasehold interests in the Rustler Breaks and Wolf asset areas to San   Mateo I pursuant to 15-year, fixed-fee natural gas, oil and salt water gathering agreements and salt water disposal agreements, effective as of February 1, 2017. In addition, the Company dedicated its current and future leasehold interests in the Rustler Breaks asset area to San Mateo I pursuant to a 15-year, fixed-fee natural gas processing agreement (see Note 14).

On February 25, 2019, the Company announced the formation of San Mateo II, a strategic joint venture with a subsidiary of Five Point designed to expand the Company’s midstream operations in the Delaware Basin, specifically in Eddy County, New Mexico. San Mateo II is owned 51% by the Company and 49% by Five Point. In addition, Five Point has committed to pay $125 million of the first $150 million of capital expenditures incurred by San Mateo II to develop facilities in the Stebbins area and surrounding leaseholds in the southern portion of the Arrowhead asset area (the “Greater Stebbins Area”) and the Stateline asset area. Upon formation of San Mateo II, in the first quarter of 2019, the Company contributed $1.0 million of property to San Mateo II. During the year ended December 31, 2019, the Company contributed $15.5 million of cash, and Five Point contributed $69.0 million of cash, of which $28.4 million was paid to carry Matador’s proportionate interest in San Mateo II and was therefore recorded in “Additional paid-in capital” in the consolidated balance sheet, net of the $5.9 million deferred

tax impact to Matador related to this equity contribution. In addition, the Company has the ability to earn up to $150.0 million in deferred performance incentives over the next several years, plus additional performance incentives for securing volumes from third-party customers.

In connection with the formation of San Mateo II, the Company dedicated to San Mateo II acreage in the Greater Stebbins Area and the Stateline asset area pursuant to 15-year, fixed-fee oil, natural gas and salt water gathering, natural gas processing and salt water disposal agreements (see Note 14).

Divestitures    

During 2019, we converted approximately $21.9 million of non-core assets to cash. These properties were primarily located in South Texas and Northwest Louisiana and East Texas but included a small portion of our leasehold in a non-operated area of the Delaware Basin.