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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2023
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Vencer Acquisition On October 3, 2023, the Company entered into a purchase and sale agreement (the “PSA”) with Vencer Energy, LLC (“Vencer”), pursuant to which the Company agreed to acquire from Vencer certain oil and gas properties, interests and related assets located in Glasscock, Martin, Midland, Reagan and Upton Counties, Texas (the “Assets”). As consideration for the pending transactions contemplated by the PSA (the “Vencer Acquisition”, Vencer will receive an aggregate of $2.15 billion with the initial consideration payable at the closing of the transactions (the “Closing”) comprised of (i) $1.0 billion in cash, subject to certain customary purchase price adjustments set forth in the PSA (as adjusted, the “Cash Consideration”), and (ii) 7,289,515 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) valued at approximately $600.0 million, subject to certain customary anti-dilution and purchase price adjustments (as adjusted, the “Stock Consideration”). As further consideration for the Assets, the Company will pay to Vencer up to $550.0 million in cash on January 3, 2025 (the “Deferred Payment” and, together with the Cash Consideration and the Stock Consideration, as each may be adjusted, the “Purchase Price”). The Company has the option to increase the Cash Consideration payable at Closing and retire all or a portion of the Deferred Payment, in which event, the remaining Deferred Payment (if any) due on January 3, 2025, will be reduced as and to the extent provided in the PSA. The obligations of the parties to complete the Vencer Acquisition are subject to the satisfaction or waiver of customary closing conditions set forth in the PSA. In connection with and upon execution of the PSA, the Company deposited with an escrow agent a cash deposit equal to 7.5% of the unadjusted Purchase Price, which deposit will be credited against the Purchase Price payable at closing, or returned to the Company if the closing does not occur for any reason other than as a result of a breach of the Company that results in certain closing conditions not to be satisfied (as further described in the PSA). Fifth Amendment to the Credit Facility In connection with the Company’s entry into the PSA, on October 6, 2023, the Company entered into an amendment to the Credit Agreement (the “Fifth Amendment”). The Fifth Amendment amends the Credit Agreement to, among other things, permit the Company to incur, on or before January 31, 2024, an aggregate of up to $1.5 billion of indebtedness comprised of new senior unsecured notes, unsecured bridge facilities or a combination thereof, provided the proceeds therefrom are used to fund the Vencer Acquisition. 8.625% Senior Notes due 2030 On October 17, 2023, the Company issued $1.0 billion aggregate principal amount of 8.625% Senior Notes due 2030 (the “2030 Senior Notes”), at par, pursuant to an indenture (the “2030 Indenture”) among the Company, Computershare Trust Company, N.A., as trustee, and the guarantors party thereto. Upon issuance of the 2030 Senior Notes, the Company received net proceeds of $987.5 million after deducting fees of $12.5 million. The Company expects to use the net proceeds, together with cash on hand, to fund a portion of the cash purchase price for the Vencer Acquisition. Pending the potential use of the net proceeds to fund a portion of the consideration for the Vencer Acquisition, the Company has temporarily applied the net proceeds to repay outstanding borrowings under the Credit Facility. The 2030 Senior Notes are subject to a special mandatory redemption such that if (i) the consummation of the Vencer Acquisition does not occur on or before January 31, 2024 or (ii) prior thereto, the Company notifies Computershare Trust Company, N.A. that it will not pursue the consummation of the Vencer Acquisition, it will be required to redeem all 2030 Senior Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 100% of the principal amount of the 2030 Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the Special Mandatory Redemption. The 2030 Senior Notes will mature on November 1, 2030. Interest on the 2030 Senior Notes will accrue at the rate of 8.625% per annum and will be payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2024. At any time prior to November 1, 2026, the Company may redeem all or part of the 2030 Senior Notes, in whole or in part, at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) the “make-whole” premium at the redemption date, plus (iii) accrued and unpaid interest, if any. On or after November 1, 2026, the Company may redeem all or part of the 2030 Senior Notes at redemption prices (expressed as percentages of the principal amount redeemed) equal to (i) 104.313% for the twelve-month period beginning on November 1, 2026; (ii) 102.156% for the twelve-month period beginning on November 1, 2027; and (iii) 100.000% for the period beginning November 1, 2028 and at any time thereafter, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of the noteholders on the relevant record date to receive interest on the relevant interest payment date). The Company may redeem up to 35% of the aggregate principal amount of the 2030 Senior Notes at any time prior to November 1, 2026 with an amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 108.625% of the principal amount of the 2030 Senior Notes redeemed, plus accrued and unpaid interest, if any, provided, however, that (i) at least 65.0% of the aggregate principal amount of 2030 Senior Notes originally issued on the issue date (but excluding 2030 Senior Notes held by the Company and its subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such 2030 Senior Notes are redeemed substantially concurrently) and (ii) the redemption occurs within 180 days after the date of the closing of such equity offering. The 2030 Indenture contains covenants that limit, among other things, the Company’s ability and the ability of its subsidiaries to: incur or guarantee additional indebtedness; create liens securing indebtedness; pay dividends on or redeem or repurchase stock or subordinated debt; make specified types of investments and acquisitions; enter into or permit to exist contractual limits on the ability of the Company’s subsidiaries to pay dividends to the Company; enter into transactions with affiliates; and sell assets or merge with other companies. These covenants are subject to a number of important limitations and exceptions. The Company was in compliance with all covenants under the 2030 Indenture through the filing of this report. The 2030 Indenture also contain customary events of default. The 2030 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by all of the Company’s existing subsidiaries and are expected to be guaranteed by certain other future subsidiaries that may be required to guarantee the 2030 Senior Notes.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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