Vivakor, Inc. (Nasdaq: VIVK) announced on October 9, 2026, that it has entered into a non-binding Letter of Intent (LOI) to acquire 100% of the outstanding membership interests of Direct Midstream, LLC. Direct Midstream is a Midland, Texas-based water midstream company providing produced water infrastructure and oilfield waste management services throughout the Permian Basin.
Under the terms of the LOI, the proposed acquisition has a gross purchase price of $40 million. This valuation is based on four times Direct Midstream’s targeted 2027 free cash flow of $10 million, assuming Vivakor makes its contemplated capital investment. At closing, Vivakor plans to make a $10 million capital investment in Direct Midstream, which would reduce the consideration payable to the seller dollar-for-dollar.
Assuming no reductions for debt or net working capital, the remaining consideration would consist of approximately $29 million of Vivakor Series B Preferred Stock and $1 million of Vivakor common stock. The gross purchase price is also subject to adjustment based on Direct Midstream’s actual 2027 free cash flow, ranging from $30 million to $50 million at the minimum and maximum adjustment thresholds.
The proposed transaction remains subject to customary due diligence, the completion or waiver of required audited financial statements, Vivakor’s funding of the contemplated capital investment, the receipt of a fairness opinion acceptable to the independent members of Vivakor’s Board of Directors, and the negotiation and execution of a definitive purchase agreement.
