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Stockholders' Equity
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Stockholders' Equity Stockholder's Equity
Authorized Shares of Common Stock
On June 28, 2022, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 120,000,000 in connection with the Merger. The amendment became effective on July 1, 2022.
Issuance of Common Stock
Pursuant to the Merger Agreement, each share of Whiting common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.5774 shares of common stock, par value $0.01 per share, of the Company. As a result of the completion of the Merger on July 1, 2022, the Company issued 22,671,871 shares of common stock to Whiting stockholders.
Dividends
Base dividends. During the nine months ended September 30, 2022 and 2021, the Company paid base dividends of $2.42 per share of common stock and $1.13 per share of common stock, respectively.
On November 2, 2022, the Company declared a base dividend of $1.25 per share of common stock. The dividend will be payable on November 29, 2022 to shareholders of record as of November 15, 2022.
Variable dividends. During the nine months ended September 30, 2022, the Company paid variable dividends of $5.94 per share of common stock. No variable dividends were paid during the nine months ended September 30, 2021.
On November 2, 2022, the Company declared a variable dividend of $2.42 per share of common stock. The dividend will be payable on November 29, 2022 to shareholders of record as of November 15, 2022.
Special dividends. In connection with the Merger, the Board of Directors of the Company declared a special dividend of $15.00 per share of common stock (the “Special Dividend”) that was paid on July 8, 2022 to shareholders of record as of June 29, 2022. During the nine months ended September 30, 2021, the Company paid a special dividend of $4.00 per share of common stock. The Special Dividend was accounted for separately from the Merger and recognized as a reduction of retained earnings during the second quarter of 2022, which was the period when the Special Dividend was declared.
Share-Repurchase Program
In February 2022, the Board of Directors of the Company authorized a share-repurchase program covering up to $150.0 million of the Company’s common stock. During the three and nine months ended September 30, 2022, the Company repurchased 1,174,756 shares of common stock at a weighted average price of $106.25 per common share for a total cost of $124.8 million.
In August 2022, the Board of Directors of the Company authorized a new share-repurchase program covering up to $300.0 million of the Company’s common stock, which resulted in the expiration of the $150.0 million share-repurchase program. The Company has not repurchased any shares of common stock under this new share-repurchase program.
The Company repurchased no shares of common stock during the three months ended September 30, 2021. During the nine months ended September 30, 2021, the Company repurchased 190,783 shares of common stock at a weighted average price of $76.30 per common share for a total cost of $14.6 million.
Warrants
The following table summarizes the Company’s outstanding warrants as of September 30, 2022:
Warrants(1)
Exercise Price(2)
Legacy Oasis894,374$75.57 
Legacy Whiting - Series A2,778,963$116.37 
Legacy Whiting - Series B1,395,112$133.70 
Total5,068,449
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(1)Represents the number of warrants in terms of shares of Chord common stock. During the three and nine months ended September 30, 2022, there were 98,518 and 626,998 warrants exercised, respectively.
(2)The exercise price of legacy Whiting warrants was adjusted in accordance with the Merger Agreement.
Legacy Oasis warrants. On November 19, 2020, the Company entered into a Warrant Agreement with Computershare Inc. and Computershare Trust Company N.A., as warrant agent. The warrants, which are indexed to the Company’s common stock and are classified as equity, are exercisable until November 19, 2024, at which time all unexercised warrants will expire and the rights of the holders of such warrants to purchase common stock will terminate. In the event that a holder of a warrant elects to exercise their option to acquire shares of the Company’s common stock, the warrant is required to be settled through physical settlement or net share settlement.
The warrants were initially exercisable for a price of $94.57 per warrant. The number of shares of Chord common stock for which a warrant is exercisable and the exercise prices are subject to adjustment from time to time upon the occurrence of certain events, including stock splits, reverse stock splits or stock dividends to holders of common stock or a reclassification in respect of common stock. Pursuant to the terms of the Warrant Agreement, the exercise price per warrant decreased to $75.57 per warrant effective June 30, 2022 in connection with the payment of the Special Dividend.
No holder of a warrant, by virtue of holding or having a beneficial interest in a warrant, will have the right to vote, receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election of directors or any other matter, or exercise any rights whatsoever as a stockholder of Chord unless, until and only to the extent such holders become holders of record of shares of Chord common stock issued upon settlement of the warrants.
Assumed Whiting warrants. Pursuant to the Merger Agreement, all of Whiting’s outstanding warrants immediately prior to the effective time of the Merger were assumed by the Company at the closing of the Merger. Prior to the Merger, each legacy Whiting warrant was exercisable for one share of Whiting common stock. Following the completion of the Merger and the Company’s assumption of the legacy Whiting warrants, each such warrant was exercisable for 0.5774 shares of the Company’s common stock, which reflects an adjustment in accordance with the exchange ratio under the Merger Agreement. Also, in accordance with the Merger Agreement, the exercise price of each such legacy Whiting warrant per share of the Company’s common stock was adjusted to equal the quotient of (x) the exercise price of such warrant per share of Whiting common stock immediately prior to the effective time of the Merger less $6.25 divided by (y) the exchange ratio of 0.5774.
Therefore, as a result of the completion of the Merger on July 1, 2022, the Company assumed (i) 4,833,455 legacy Whiting Series A Warrants which were exercisable for an aggregate amount of 2,790,837 shares of the Company’s common stock at an exercise price of $116.37 per share and (ii) 2,418,832 legacy Whiting Series B Warrants which were exercisable for an aggregate amount of 1,396,634 shares of the Company’s common stock at an exercise price of $133.70 per share.
In the event that a holder of Whiting warrants elects to exercise their option to acquire shares of the Company’s common stock, the Company shall issue a net number of exercised shares of common stock. The net number of exercised shares is calculated as (i) the number of Whiting warrants exercised multiplied by (ii) the difference between the 30 day daily volume weighted average price of the common stock leading up to the exercise date and the relevant exercise price, calculated as a percentage of the current market price on the exercise date.
The legacy Whiting Series A Warrants are exercisable until September 1, 2024 and the legacy Whiting Series B Warrants are exercisable until September 1, 2025, at which respective times all unexercised Whiting warrants will expire and the rights of the holders of such Whiting warrants to acquire common stock will terminate. Pursuant to the Whiting warrant agreements, no holder of a Whiting warrant, by virtue of holding or having a beneficial interest in a Whiting warrant, will have the right to vote, receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election of directors or any other matter, or exercise any rights whatsoever as a stockholder of Chord unless, until and only to the extent such holders become holders of record of shares of Chord common stock issued upon settlement of the Whiting warrants.
The number of shares of Chord common stock for which a Whiting warrant is exercisable and the exercise prices are subject to adjustment from time to time upon the occurrence of certain events, including stock splits, reverse stock splits or stock dividends to holders of common stock or a reclassification in respect of common stock.