Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

The tables below present the total consideration transferred and its allocation to the identifiable assets acquired and liabilities assumed as of the acquisition date on June 30, 2023. As provided under ASC 805, the purchase price allocation may be subject to change for up to one year after June 30, 2023, which may result in a different allocation than what is presented in the tables below. As of December 31, 2023, the purchase price was finalized with an immaterial adjustment to the preliminary purchase price allocation.


	Purchase Price Consideration
	(In thousands)
Cash consideration transferred	$	361,609


	Preliminary Purchase Price Allocation

	(In thousands)
Assets acquired:
Oil and gas properties	$	367,672
Inventory	1,844
Total assets acquired	$	369,516

Liabilities assumed:
Asset retirement obligations	$	6,771
Revenue and production taxes payable	1,136
Total liabilities assumed	$	7,907

Net assets acquired	$	361,609


	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

Schedule of Business Acquisitions, by Acquisition

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. As of December 31, 2023, the purchase price was finalized with no adjustment to the preliminary purchase price allocation.


	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 17—Stockholders’ 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 17—Stockholders’ 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 16— 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 13—Long-Term Debt for additional information.

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

Schedule of Pro Forma Information

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