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Acquisitions | 12 Months Ended
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Dec. 31, 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 was recognized as a result of the Arrangement, 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 6—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. 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.
|  | 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 |
Post-arrangement operating results. The results of operations of Enerplus have been included in the Company’s 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 Consolidated Statement of Operations for the period presented.
|  |  |  | Year Ended December 31, 2024
|  |  |  | (In thousands)
Revenues |  |  |  | $ | 866,382 |
Income before income taxes |  |  |  | 81,698 |
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 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 $89.3 million for the year ended December 31, 2024, which were recorded to general and administrative expenses on the 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.
|  |  |  | 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 |
2023 Acquisition On May 22, 2023, the Company announced that a wholly-owned subsidiary of the Company had entered into a definitive agreement to acquire approximately 62,000 net acres in the Williston Basin from XTO Energy Inc. and affiliates, each a subsidiary of Exxon Mobil Corporation (collectively “XTO”), for total cash consideration of $375.0 million, subject to customary purchase price adjustments (the “Williston Basin Acquisition”). The effective date of the Williston Basin Acquisition was April 1, 2023. On June 30, 2023, the Company completed the Williston Basin Acquisition for total cash consideration of $361.6 million, including a deposit of $37.5 million paid to XTO upon execution of the purchase and sale agreement and $324.1 million paid to XTO at closing (including customary purchase price adjustments). The Company funded the Williston Basin Acquisition with cash on hand. The Williston Basin Acquisition was accounted for as a business combination and was recorded under the acquisition method of accounting in accordance with ASC 805. The post-acquisition operating results and pro forma revenue and earnings for the Williston Basin Acquisition were not material to the Company’s consolidated financial statements and have therefore not been presented. Purchase price allocation. The Company recorded the assets acquired and liabilities assumed in the Williston Basin Acquisition at their estimated fair value on June 30, 2023 of $361.6 million. The 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 the Williston Basin Acquisition required judgement and certain assumptions to be made. See Note 6—Fair Value Measurements for additional information. 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 |
2022 Acquisitions On March 7, 2022, Oasis and Whiting entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provided for, among other things, the combination of Oasis and Whiting in a merger of equals transaction. 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 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 required judgement and certain assumptions to be made. See Note 6—Fair Value Measurements for additional information. 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.
|  | 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 |
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 21—Commitments and Contingencies for additional information. Unaudited pro forma financial information. Summarized below are the consolidated results of operations for the period presented, on an unaudited pro forma basis, as if the Merger had occurred on January 1, 2021 (the beginning of the comparable prior reporting period). 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
|  | (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 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 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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