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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Business Acquisitions, by Acquisition

The tables below present the total consideration transferred and its preliminary allocation to the estimated fair value of identifiable assets acquired and liabilities assumed, and the resulting goodwill as of the acquisition date of May 31, 2024. As provided under ASC 805, the purchase price allocation may be subject to change for up to one year after May 31, 2024, which may result in a different allocation than that presented in the tables below. Certain estimated values for the acquisition, including oil and natural gas properties, intangibles and inventory, are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed.

						Purchase Price Consideration
						(In thousands)
Common stock issued to Enerplus shareholders(1)						$	3,732,137
Cash paid to Enerplus shareholders(1)						375,813
Cash paid to settle Enerplus equity-based compensation awards(2)						102,393
Cash paid to settle Enerplus credit facility(3)						395,000
Cash paid for retention bonus to Enerplus employees(4)						5,920
Total consideration transferred						$	4,611,263

__________________ 

(1)The Company issued 20,680,097 shares of common stock and paid $375.8 million of cash to Enerplus shareholders as Arrangement Consideration. Enerplus shareholders received, for each Enerplus common share issued and outstanding, 0.10125 shares of common stock as Share Consideration and $1.84 per share of cash as Cash Consideration. The fair value of the common stock issued was based on the opening price of the Company’s common stock on May 31, 2024 of $180.47. See Note 15—Stockholders’ Equity for additional information.

(2)Each Enerplus outstanding equity-based compensation award became fully vested upon completion of the Arrangement on May 31, 2024. See Note 15—Stockholders’ Equity for additional information.

(3)On May 31, 2024, the Company fully satisfied all obligations under the Enerplus credit facility, and the Enerplus credit facility was concurrently terminated. See Note 11— Long-Term Debt for additional information.

(4)In connection with the Arrangement, employees of Enerplus were paid a retention bonus upon the closing of the Arrangement totaling $5.9 million.

Schedule of Purchase Price Allocation

						Preliminary Purchase Price Allocation
						(In thousands)
Assets acquired:
Cash and cash equivalents						$	239,921
Accounts receivable, net						281,492
Inventory						5,701
Prepaid expenses						16,323
Oil and gas properties (successful efforts method)						5,253,860
Other property and equipment						6,812
Long-term inventory						8,636
Operating right-of-use assets						42,954
Other assets						1,049
Total assets acquired						$	5,856,748
Liabilities assumed:
Accounts payable						$	1,965
Revenues and production taxes payable						199,706
Accrued liabilities						186,334
Current portion of long-term debt						60,063
Current operating lease liabilities						27,420
Deferred tax liabilities						1,179,200
Asset retirement obligations						115,056
Operating lease liabilities						15,534
Total liabilities assumed						$	1,785,278
Net assets acquired						$	4,071,470
Goodwill acquired						539,793
Purchase price consideration						$	4,611,263

The table below presents 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. As of December 31, 2023, the purchase price was finalized with an immaterial adjustment to the preliminary purchase price allocation presented below.

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

						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

Schedule of Pro Forma Information

The following table summarizes the total revenues and income before income taxes attributable to Enerplus that were recorded in the Company’s Condensed Consolidated Statement of Operations for the periods presented.

						Three and Six Months Ended June 30, 2024
						(In thousands)
Revenues						$	132,036
Income before income taxes						15,131

The pro forma results of operations do not include any future cost savings or other synergies that may result from the Arrangement or any estimated costs that have not yet been incurred by the Company to integrate the Enerplus assets.

						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
						(In thousands)
Revenues						$	1,529,346					$	1,236,247					$	2,947,425					$	2,518,005
Net income						315,626						263,987						574,643						595,469
Net income per share:
Basic						$	5.05					$	4.25					$	9.23					$	9.57
Diluted						4.95						4.12						9.04						9.31

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-SubTopic 10
-Topic 805
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(3)
-SubTopic 10
-Topic 805
-Publisher FASB
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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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-Name Accounting Standards Codification
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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

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