ACQUISITIONS

9 Months Ended

Sep. 30, 2015

ACQUISITIONS

ACQUISITIONS

NOTE L — ACQUISITIONS

Marcellus Assets

On August 11, 2014, we acquired essentially all of the Marcellus Assets of Citrus Energy Corporation (‘‘Citrus’’) and two other working interest owners in exchange for approximately 6.7 million shares of our common stock valued at $41.4 million and cash consideration of $312.5 million, subject to certain post-closing adjustments and certain closing conditions (the ‘‘Marcellus Asset Acquisition’’). The Marcellus Asset Acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) No. 805, Business Combinations (ASC 805) which, among other things, requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. The purchase price of the Marcellus Assets (in thousands):

	December 31, 2014
Cash consideration	$	312,500
Fair value of Warren equity common shares	41,400
Closing adjustments	(7,828		)
Fair value of earn-out provision	6,340
Fair value of farm-out provision	3,410
Total purchase price	$	355,822

In connection with the Marcellus Asset Acquisition, a contingent consideration payment was included as part of the purchase and sale agreement with a maximum payout of $8.5 million, based upon proved reserves and price differential factors. The fair value of this consideration is based on a 90% probability of achieving the full payout discounted to present value.

The following table presents the initial purchase price allocation of the Marcellus Asset, based on the fair values of assets acquired and liabilities assumed (in thousands):

	December 31, 2014
Proved oil and gas properties	$	171,070
Unproved oil and gas properties	184,752
Total purchase price	$	355,822