Matador Resources Company Announces Cash Tender Offer for Any and All of Its Outstanding 5.875% Senior Notes Due 2026

Matador Resources Company (NYSE: MTDR) (“Matador”) today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the approximately $699.2 million outstanding aggregate principal amount of its 5.875% senior notes due 2026 (the “2026 Notes”) with a portion of the net proceeds from Matador’s concurrent private placement of $800 million in aggregate principal amount of senior unsecured notes due 2032 (the “New Notes”), which was also announced today by Matador. The Tender Offer is being made pursuant to an offer to purchase and related notice of guaranteed delivery, each dated as of March 26, 2024. The Tender Offer will expire at 5:00 p.m., New York City time, on April 1, 2024 (as such time and date may be extended, the “expiration time”). Tendered 2026 Notes may be withdrawn at any time before the expiration time.

Under the terms of the Tender Offer, holders of the 2026 Notes that are validly tendered and accepted at or prior to the expiration time, or holders who deliver to the depository and information agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such 2026 Notes, each in accordance with the instructions described in the offer to purchase, will receive total cash consideration of $1,000.75 per $1,000 principal amount of 2026 Notes, plus an amount equal to any accrued and unpaid interest up to, but not including, the settlement date, which is expected to be April 2, 2024, subject to satisfaction of the Financing Condition described below.

The Tender Offer is contingent upon the satisfaction of certain conditions, including the condition that Matador shall have raised at least $700 million in gross proceeds from the offering of the New Notes on or prior to the settlement date (the “Financing Condition”). The Tender Offer is not conditioned on any minimum amount of 2026 Notes being tendered. Matador may terminate, extend or amend the Tender Offer in its sole discretion and postpone the acceptance for purchase of, and payment for, 2026 Notes tendered.

To the extent any 2026 Notes remain outstanding after the consummation of the Tender Offer, Matador intends to satisfy and discharge any remaining 2026 Notes in accordance with the terms of the indenture governing the 2026 Notes.

The Tender Offer is being made pursuant to the terms and conditions contained in the offer to purchase and related notice of guaranteed delivery, each dated March 26, 2024, copies of which may be requested from the information agent for the tender offer, Global Bondholder Services Corporation, at [phone] (brokers and banks) and [phone] (all others; toll-free), by email at [e-mail] or via the following web address: www.gbsc-usa.com/matadorresources. BofA Securities, Inc. will act as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to the Dealer Manager at [phone] (collect) and [phone] (toll free), or by email at [e-mail].