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Acquisitions | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions 2022 Acquisitions Whiting merger. On July 1, 2022, the Company completed the Merger with Whiting and issued 22,671,871 shares of common stock and paid $245.4 million of cash to Whiting stockholders. Also on July 1, 2022 and pursuant to the Merger Agreement, the Company (i) assumed the outstanding Whiting Series A Warrants and Whiting Series B Warrants, (ii) assumed the outstanding Whiting equity-based compensation awards and (iii) paid cash to satisfy and discharge in full the Whiting credit facility. Purchase price allocation. The Company recorded the assets acquired and liabilities assumed in the Merger at their estimated fair value on July 1, 2022 of $2.8 billion. The preliminary allocation of the fair value to the identifiable assets acquired and liabilities assumed resulted in no goodwill or bargain purchase gain being recognized. Determining the fair value of the assets and liabilities of Whiting requires judgement and certain assumptions to be made. See Note 8—Fair Value Measurements for additional information. The tables below present the total consideration transferred and its preliminary allocation to the identifiable assets acquired and liabilities assumed as of the acquisition date on July 1, 2022.
|  | Purchase Price Consideration
|  | (In thousands)
Common stock issued to Whiting stockholders(1) |  | $ | 2,478,036 |
Cash paid to Whiting stockholders(1) |  | 245,436 |
Replacement of Whiting Series A Warrants and Whiting Series B Warrants(2) |  | 79,774 |
Replacement of Whiting equity-based compensation awards(3) |  | 27,402 |
Cash paid to settle Whiting credit facility(4) |  | 2,154 |
Total consideration transferred |  | $ | 2,832,802 |
__________________ (1) The Company issued 22,671,871 shares of common stock and paid $245.4 million of cash to Whiting stockholders as Merger Consideration. Each holder of Whiting common stock received 0.5774 shares of common stock as Share Consideration and $6.25 of cash as Cash Consideration. The fair value of the common stock issued was based on the closing price of the Company’s common stock on July 1, 2022 of $109.30. See Note 19—Stockholder's Equity for additional information. (2) The Company assumed (i) 4,833,455 Whiting Series A Warrants and (ii) 2,418,832 Whiting Series B Warrants. The replacement of Whiting Series A and B Warrants was based on the closing price of the warrants on July 1, 2022 of $11.25 and $10.50, respectively. See Note 19—Stockholder's Equity for additional information. (3) The Whiting equity awards were replaced with awards issued by Chord with similar terms and conditions as the original awards. The fair value of the replacement equity awards attributable to pre-Merger service was recorded as consideration transferred. See Note 18— Equity-Based Compensation for additional information. (4) On July 1, 2022, the Company fully satisfied all obligations under the Whiting credit facility and the Whiting credit facility was concurrently terminated. See Note 15—Long-Term Debt for additional information.
|  | Preliminary Purchase Price Allocation
|  | (In thousands)
Assets acquired: |  |
Cash and cash equivalents |  | $ | 94,641 |
Accounts receivable, net |  | 491,514 |
Inventory |  | 35,256 |
Prepaid expenses |  | 14,851 |
Other current assets |  | 5,719 |
Current assets held for sale |  | 16,074 |
Oil and gas properties |  | 3,211,043 |
Other property and equipment |  | 31,244 |
Long-term inventory |  | 3,138 |
Operating right-of-use assets |  | 15,752 |
Deferred tax assets |  | 228,574 |
Other assets |  | 3,346 |
Total assets acquired |  | $ | 4,151,152 |
Liabilities assumed: |  |
Accounts payable |  | $ | 116,769 |
Revenues and production taxes payable |  | 411,553 |
Accrued liabilities |  | 215,218 |
Derivatives instruments (current liability) |  | 471,693 |
Current operating lease liabilities |  | 2,629 |
Other current liabilities |  | 2,902 |
Current liabilities held for sale |  | 9,410 |
Asset retirement obligations |  | 57,197 |
Derivative instruments (long-term liability) |  | 15,128 |
Operating lease liabilities |  | 13,123 |
Other liabilities |  | 2,728 |
Total liabilities assumed |  | $ | 1,318,350 |
Net assets acquired |  | $ | 2,832,802 |
Post-merger operating results. The results of operations of Whiting have been included in the Company’s consolidated financial statements since the closing of the Merger on July 1, 2022. The following table summarizes the total revenues and income from continuing operations before income taxes attributable to Whiting that were recorded in the Company’s Consolidated Statement of Operations for the period presented.
|  | Year Ended December 31, 2022
|  | (In thousands)
Revenues |  | $ | 1,044,079 |
Income from continuing operations before income taxes |  | 553,686 |
Other information. The Company recorded an assumed liability of $18.0 million in accrued liabilities on the Consolidated Balance Sheet as of July 1, 2022 related to success-based transaction costs that were incurred by Whiting prior to the consummation of the Merger. These amounts were paid during the year ended December 31, 2022. In addition, the Company recorded an assumed liability of $55.0 million in accrued liabilities on the Consolidated Balance Sheet as of July 1, 2022 related to a loss contingency from a legal proceeding with Arguello Inc. and Freeport-McMoran Oil & Gas LLC that the Company determined was both probable and reasonably estimable under FASB ASC 450-20, Loss Contingencies as of the consummation of the Merger. See Note 23—Commitments and Contingencies for additional information. Unaudited pro forma financial information. Summarized below are the consolidated results of operations for the periods presented, on an unaudited pro forma basis, as if the Merger had occurred on January 1, 2021. The information presented below reflects pro forma adjustments based on available information and certain assumptions that the Company believes are factual and supportable. The pro forma financial information includes certain non-recurring pro forma adjustments that were directly attributable to the Merger, including transaction costs incurred by the Company and Whiting. The unaudited pro forma financial information does not purport to be indicative of results of operations that would have occurred had the Merger occurred on the basis assumed above, nor is such information indicative of the Company’s expected future results. The pro forma results of operations do not include any future cost savings or other synergies that may result from the Merger or any estimated costs that have not yet been incurred by the Company to integrate the Whiting assets.
|  |  |  | Year Ended December 31,
|  |  |  | 2022 |  | 2021
|  |  |  | (In thousands)
Revenues |  |  |  | $ | 4,759,706 |  |  | $ | 3,113,407 |
Net income attributable to Chord |  |  |  | 2,093,776 |  |  | 477,184 |
Net income attributable to Chord per share: |  |  |  |  |  |
Basic |  |  |  | $ | 50.00 |  |  | $ | 11.21 |
Diluted |  |  |  | 47.88 |  |  | 10.93 |
2021 Acquisitions Williston Basin Acquisition. On October 21, 2021, the Company completed the acquisition of approximately 95,000 net acres in the Williston Basin, effective April 1, 2021, from QEP Energy Company (“QEP”), a wholly-owned subsidiary of Diamondback Energy Inc., for total cash consideration of $585.8 million (the “2021 Williston Basin Acquisition”). The Company paid a deposit to QEP of $74.5 million on May 3, 2021 and $511.3 million at closing on October 21, 2021. The Company funded the 2021 Williston Basin Acquisition with cash on hand, including proceeds from the Permian Basin Sale (defined in Note 12—Divestitures) and the Senior Notes (defined in Note 15—Long-Term Debt). The 2021 Williston Basin Acquisition was accounted for as an asset acquisition under ASC 805, since substantially all of the fair value of the assets acquired related to proved oil and gas properties. The Company applied the cost accumulation model under ASC 805, and as such, recognized the assets acquired in the 2021 Williston Basin Acquisition at cost, including transaction costs, on a relative fair value basis. There were no material deferred income taxes from the 2021 Williston Basin Acquisition, as the tax basis of the assets acquired, and liabilities assumed was equal to the book basis at closing. No significant acquisitions occurred during the year ended December 31, 2020.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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