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Divestitures, Assets Held for Sale, and Acquisitions | 6 Months Ended
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Jun. 30, 2024
Asset Acquisition [Abstract] |
Acquisitions, Assets Held for Sale, and Divestitures | Note 11 - Acquisitions 2024 Acquisition Activity On June 27, 2024, the Company entered into a Purchase and Sale Agreement (“XCL Acquisition Agreement”) with XCL AssetCo, LLC, XCL Marketing, LLC, Wasatch Water Logistics, LLC, XCL Resources, LLC, and XCL SandCo, LLC, (collectively referred to as the “XCL Sellers”) and, solely for purposes of ratifying certain representations and warranties, interim covenants and interpretative provisions, Northern Oil and Gas, Inc. (“NOG”), pursuant to which the Company agreed to purchase all of the rights, titles and interests in the Uinta Basin oil and gas assets owned by the XCL Sellers (“Uinta Basin Assets”). Pursuant to the terms of the XCL Acquisition Agreement and the Cooperation Agreement, as defined below, the Company expects to, immediately prior to the closing of the transactions contemplated by the XCL Acquisition Agreement, assign an undivided 20 percent interest in the XCL Acquisition Agreement to NOG and, at the closing, cause the XCL Sellers to directly assign an undivided 20 percent interest in certain of the Uinta Basin Assets to NOG. The Company’s undivided 80 percent in the Uinta Basin Assets consists of approximately 37,200 net acres, and first quarter 2024 production of approximately 38,200 BOE per day. Upon the closing of the transactions contemplated by the XCL Acquisition Agreement, (collectively, the “XCL Acquisition”), the XCL Sellers will receive aggregate consideration of $2.55 billion in cash (“XCL Purchase Price”), subject to certain customary purchase price adjustments set forth in the XCL Acquisition Agreement. After the anticipated assignment to NOG of an undivided 20 percent interest in the XCL Acquisition Agreement, the Company’s proportionate share of the unadjusted XCL Purchase Price will be $2.04 billion. Concurrently with the execution of the XCL Acquisition Agreement, the Company entered into an Acquisition and Cooperation Agreement (“Cooperation Agreement”) with NOG. Pursuant to the terms of the Cooperation Agreement, the Company and NOG will cooperate in connection with the XCL Acquisition Agreement, the Company and NOG agree to certain interim covenants, NOG will pay for its proportionate share of the cash deposit and the XCL Purchase Price, and NOG will become party to, and take a 20 percent undivided interest in, the XCL Acquisition Agreement. The XCL Acquisition is expected to close on October 1, 2024, with an effective date of May 1, 2024. There can be no assurance that the XCL Acquisition will close on the expected closing date or at all. The Company is currently evaluating the XCL Acquisition to determine if it meets the criteria of a business combination under Accounting Standards Codification Topic 805, Business Combinations. Upon execution of the XCL Acquisition Agreement, the Company deposited with an escrow agent a cash deposit of $102.0 million equal to five percent of the Company’s undivided 80 percent of the XCL Purchase Price, which is presented in the acquisition deposit held in escrow line item on the accompanying balance sheets. The Company expects to fund the balance of the XCL Purchase Price through a combination of cash on hand, borrowings under the revolving credit facility, and the issuance of the New Senior Notes discussed in Note 5 - Long-Term Debt. In connection with entry into the XCL Acquisition Agreement, on June 27, 2024, the Company obtained firm commitments for up to $1.2 billion of senior unsecured 364-day bridge term loans (“Bridge Facility”) and a backstop to proposed amendments to the Credit Agreement for the purpose of financing a portion of the XCL Purchase Price and/or otherwise paying related fees, costs and expenses associated with the XCL Acquisition. The Company paid $9.0 million in fees to secure the Bridge Facility, which are recorded in the prepaid expenses and other line item on the accompanying balance sheets as of June 30, 2024. The Company did not draw on the Bridge Facility, and after issuance of the New Senior Notes on July 25, 2024, the Company terminated the Bridge Facility. The $9.0 million in fees previously paid will be recognized as interest expense during the third quarter of 2024. Pursuant to the terms of the XCL Acquisition Agreement, the Company had the option to acquire certain additional assets adjacent to the Uinta Basin Assets (“Option Assets”) from the XCL Sellers for a purchase price equal to the XCL Sellers’ cost to acquire such assets plus the XCL Sellers’ related out of pocket expenses. On August 5, 2024, the Company exercised its option to acquire 80 percent of the Option Assets and NOG exercised its option to acquire the remaining 20 percent. The Company’s 80 percent share of the total acquisition cost of the Option Assets is approximately $70.0 million and consists of approximately 26,100 net acres, and as of May 1, 2024, approximately 1,360 BOE per day of production. 2023 Acquisition Activity On June 30, 2023, the Company acquired approximately 20,000 net acres of oil and gas properties located in Dawson and northern Martin Counties, Texas. Total consideration paid after purchase price adjustments during the six months ended June 30, 2023, was $88.8 million. Under authoritative accounting guidance, this transaction was accounted for as an asset acquisition. Therefore, the properties were recorded based on the total consideration paid after purchase price adjustments and the transaction costs were capitalized as a component of the cost of the assets acquired.

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- Definition The entire disclosure for asset acquisition. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 15 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480123/805-50-15-3 + Details
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