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Acquisitions (Tables)

12 Months Ended

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

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
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

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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

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-Name Accounting Standards Codification
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-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

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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

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-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

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