Vivakor Completes Definitive Deal to Acquire Endeavor Crude and Midstream Operations for $120 Million

DALLAS, TX / March 25, 2024 / Vivakor, Inc. (NASDAQ:VIVK) — The clean energy and environmental solutions company has executed a Membership Interest Purchase Agreement to acquire the full suite of Endeavor Entities from Jorgan Development, LLC and JBAH Holdings, LLC. The transaction, valued at $120 million and signed on March 21, 2024, consolidates multiple energy infrastructure operations under Vivakor’s portfolio. Jorgan is affiliated with James Ballengee, who serves as Vivakor’s Chairman and CEO.

Transaction Structure and Financial Terms

The acquisition encompasses Endeavor Crude, LLC; Meridian Equipment Leasing, LLC (including CPE MidCon, LLC); Equipment Transport, LLC; and Silver Fuels Processing, LLC. The $120 million purchase price comprises Vivakor common stock valued at $1.00 per share, capped at 19.99% of pre-transaction outstanding shares, plus Series A convertible preferred stock. The deal includes performance-based contingent consideration: up to an additional $49 million in preferred stock will transfer to Jorgan if 2024 EBITDA exceeds $12 million, while underperformance against this $12 million threshold triggers return of corresponding preferred stock consideration.

Board approval was unanimous following James Ballengee’s recusal from voting in his Chairman capacity, ensuring governance compliance.

Endeavor Crude Operations and Revenue Guarantees

Endeavor Crude, LLC operates as an interstate crude oil carrier with 132 tractors across Texas, Louisiana, Oklahoma, New Mexico, Colorado, and North Dakota. The company handles crude oil and produced water trucking services, with operations anchored by 10-year take-or-pay contracts beginning January 1, 2024, with White Claw Crude, LLC. The Endeavor Crude trucking division guarantees daily transport of 75,000 barrels of crude oil, establishing predictable revenue streams.

Equipment Transport, LLC, operating primarily in Texas, provides produced water and industrial fluid hauling services for the oil sector.

Midstream Pipeline and Injection Assets

CPE MidCon, LLC operates a 40-mile crude oil gathering pipeline and logistics facility in Oklahoma, with contracts guaranteeing minimum monthly pipeline throughput revenue of $200,000. Silver Fuels Processing, LLC manages multiple injection stations across Texas, New Mexico, and North Dakota, with contracts requiring 200,000 barrels per month at $0.275 per barrel. A new Permian Basin injection station under construction will add 30,000 barrels monthly capacity, raising minimum throughput to 230,000 barrels monthly.

Strategic Rationale and Synergies

Vivakor expects significant operational synergies from consolidating these midstream segments—oil logistics, gathering, storage, and disposal services—into a unified platform. The acquisition requires no cash outlay, leveraging stock consideration instead. The 10-year contracted revenue base provides downside protection, while streamlined operations are projected to deliver cost efficiencies. Combined with the positive free cash flow anticipated from these assets, the company aims to fund organic growth and operational needs.

Acquisition Timeline and Closing Conditions

Vivakor targets closing by June 30, 2024, subject to customary conditions including satisfactory due diligence, audited financials for 2022 and 2023, a fairness opinion, and Hart Scott Rodino Act approval. James Ballengee commented that the transaction aligns with Vivakor’s strategy to capture greater value across the energy value chain while reducing operational costs.

Clear Street, LLC provided financial advisory services, while Lucosky Brookman LLP served as legal counsel to Vivakor on the transaction.

About Vivakor, Inc.

Vivakor, Inc. (NASDAQ:VIVK) is a clean energy technology company specializing in oil remediation and natural resources. The company develops and operates crude oil gathering, storage, and transportation facilities through subsidiaries including Silver Fuels Delhi, LLC, and White Claw Colorado City, LLC, which maintain long-term take-or-pay contracts. Vivakor’s proprietary Remediation Processing Centers enable environmentally responsible bitumen and hydrocarbon recovery from contaminated soils, positioning the company uniquely in the remediation sector. Future operations will expand to shallow oil-sand extraction and remediation projects in Kuwait and Houston, Texas.

Contact: P: 949-281-2606 | info@vivakor.com Financial Advisor: ClearThink | nyc@clearthink.capital