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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 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. Since the acquisition date, the Company has recorded an adjustment to the purchase price allocation, and a corresponding decrease to goodwill, totaling $9.2 million. Certain estimated values for the acquisition, including oil and natural gas properties, 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 17—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 17—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 13— 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. 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 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. (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 Purchase Price Allocation |
|  | Preliminary Purchase Price Allocation
|  | (In thousands)
Assets acquired: |  |
Cash and cash equivalents |  | $ | 239,921 |
Accounts receivable, net |  | 281,492 |
Inventory |  | 14,878 |
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 |  | $ | 5,865,925 |
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 |  | $ | 4,080,647 |
Goodwill |  | 530,616 |
Purchase price consideration |  | $ | 4,611,263 |
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 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 (successful efforts method) |  | $ | 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 (successful efforts method) |  | 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 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 Consolidated Statement of Operations for the period presented.
|  |  |  | Year Ended December 31, 2024
|  |  |  | (In thousands)
Revenues |  |  |  | $ | 866,382 |
Income before income taxes |  |  |  | 81,698 |
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.
|  |  |  | Year Ended December 31,
|  |  |  | 2024 |  | 2023
|  |  |  | (In thousands, except per share data)
Revenues |  |  |  | $ | 5,852,567 |  |  | $ | 5,442,727 |
Net income |  |  |  | 1,030,629 |  |  | 1,305,443 |
Net income per share: |  |  |  |  |  |
Basic |  |  |  | $ | 17.06 |  |  | $ | 21.00 |
Diluted |  |  |  | 16.80 |  |  | 20.37 |
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
|  | (In thousands, except per share data)
Revenues |  | $ | 4,759,706 |  |  |  |  |
Net income attributable to Chord |  | 2,093,776 |  |  |  |  |
Net income attributable to Chord per share: |  |  |  |  |  |
Basic |  | $ | 50.00 |  |  |  |  |
Diluted |  | 47.88 |  |  |  |  |

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- Definition 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. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
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- Definition 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. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 + Details
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