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Acquisitions

9 Months Ended

Sep. 30, 2024

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

Acquisitions

Acquisitions

2024 Acquisition

On May 31, 2024, the Company completed the Arrangement with Enerplus and issued 20,680,097 shares of common stock and paid $375.8 million of cash to Enerplus shareholders. Also on May 31, 2024, and pursuant to the Arrangement Agreement, the Company (i) paid cash to settle Enerplus equity-based compensation awards, (ii) paid cash to satisfy and discharge in full the Enerplus credit facility and (iii) paid a cash retention bonus to Enerplus employees.

Preliminary purchase price allocation. The Company recorded the assets acquired and liabilities assumed in the Arrangement at their estimated fair value on May 31, 2024 of $4.1 billion. Goodwill recognized as a result of the Arrangement totaled $539.8 million, none of which is deductible for income tax purposes. Goodwill is primarily attributable to additional operational and financial synergies expected to be realized from the combined operations. Determining the fair value of the assets and liabilities of Enerplus requires judgement and certain assumptions to be made. See Note 5—Fair Value Measurements for additional information.

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.

						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						539,793
Purchase price consideration						$	4,611,263

Post-arrangement operating results. The results of operations of Enerplus have been included in the Company’s unaudited condensed consolidated financial statements since the closing of the Arrangement on May 31, 2024. 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 Months Ended September 30, 2024						Nine Months Ended September 30, 2024
						(In thousands)
Revenues						$	389,127					$	521,163
Income before income taxes						75,855						90,986

Unaudited pro forma financial information. Summarized below are the condensed consolidated results of operations for the periods presented, on an unaudited pro forma basis, as if the Arrangement had occurred on January 1, 2023. 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 Arrangement, including transaction costs incurred by the Company. In connection with the Arrangement, the Company incurred merger-related costs of $17.5 million and $80.3 million for the three and nine months ended September 30, 2024, respectively, which were recorded to general and administrative expenses on the Condensed Consolidated Statements of Operations. The unaudited pro forma financial information does not purport to be indicative of results of operations that would have occurred had the Arrangement 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 Arrangement or any estimated costs that have not yet been incurred by the Company to integrate the Enerplus assets.

						Three Months Ended September 30,						Nine Months Ended September 30,
						2023						2024						2023
						(In thousands, except per share data)
Revenues						$	1,555,282					$	4,397,893					$	4,073,263
Net income						307,127						812,294						904,039
Net income per share:
Basic						$	4.93					$	13.13					$	14.50
Diluted						4.77						12.89						14.08

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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://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-URI https://asc.fasb.org/1943274/2147479907/805-20-50-5

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-Topic 805
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805/tableOfContent

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