Chord Energy Corp false 0001486159 0001486159 2025-03-03 2025-03-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2025

 

 

CHORD ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34776   80-0554627

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

1001 Fannin StreetSuite 1500  
HoustonTexas   77002
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (281) 404-9500

Not Applicable.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   CHRD   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 7.01

Regulation FD Disclosure.

Proposed Notes Offering and Concurrent Tender Offer

On March 3, 2025, Chord Energy Corporation (the “Company,” “we,” or “our”) announced that it has commenced an offering of $750 million aggregate principal amount of new senior unsecured notes due 2033 (the “New Notes”) in a private placement to eligible purchasers (the “Notes Offering”), and a concurrent cash tender offer (the “Tender Offer”) to purchase any and all of the $400 million outstanding aggregate principal amount of the Company’s 6.375% senior unsecured notes due 2026 (the “2026 Notes”), subject to certain conditions including the consummation of the Notes Offering. The final terms and amounts of the New Notes are subject to market and other conditions and may be materially different than expectations. The New Notes will be offered in a private placement to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) and other applicable laws. Copies of the press releases announcing the Notes Offering and the Tender Offer are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the New Notes in the Notes Offering or the 2026 Notes in the Tender Offer, respectively, or any other securities of the Company, and none of such information shall constitute an offer, solicitation or sale of securities in any jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The New Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or any applicable exemption from registration under the Securities Act and applicable state securities laws.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in any such filing. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is or may be required to be disclosed solely by reason of Regulation FD.

 

Item 8.01

Other Information.

Pro Forma Financial Information

In connection with the Notes Offering, the Company is disclosing under Item 8.01 of this Current Report on Form 8-K the unaudited pro forma condensed combined financial information contained in Exhibit 99.3 attached hereto and which is incorporated into this Item 8.01 by reference.


Cautionary Note Regarding Forward-Looking Statements

The information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact included in this Current Report on Form 8-K, including statements regarding the Notes Offering and the use of proceeds therefrom, the Tender Offer and the timing and outcome thereof, any redemption of our 2026 Notes, and our strategy, plans and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that prevent, delay, or negatively impact the Notes Offering or the Tender Offer, and other financial, operational, and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, under the caption “Risk Factors,” as may be updated from time to time in the Company’s periodic filings with the SEC. Should one or more of the risks or uncertainties described in this Current Report on Form 8-K occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report on Form 8-K. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by this cautionary statement.

 

Item 9.01

Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial information of the Company, attached as Exhibit 99.3 hereto:

 

   

Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024; and

 

   

Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations.

(d) Exhibits.

 

Exhibit

 No. 

  

Description of Exhibit

99.1    Press release, dated March 3, 2025, announcing the Notes Offering.
99.2    Press release, dated March 3, 2025, announcing the Tender Offer.
99.3    Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

CHORD ENERGY CORPORATION

(Registrant)

Date: March 3, 2025     By:  

/s/ Shannon B. Kinney

   

 

  Shannon B. Kinney
   

 

  Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary

Exhibit 99.1

 

LOGO

Chord Energy Corporation Announces $750 Million Offering of Senior Notes

HOUSTON, Texas, March 3, 2025—Chord Energy Corporation (NASDAQ: CHRD) (the “Company,” “we,” “us,” or “our”), announced today that, subject to market conditions, it intends to offer $750 million in aggregate principal amount of senior unsecured notes due 2033 (the “New Notes”) in a private placement to eligible purchasers (the “Notes Offering”). The New Notes will be unsecured, senior obligations of the Company and will be guaranteed by the Company’s existing subsidiaries and future domestic subsidiaries that, in each case, guarantee the Company’s senior secured revolving credit facility (the “Credit Facility”).

The Company intends to use the net proceeds from the Notes Offering for purposes of (i) financing its concurrent cash tender offer (the “Tender Offer”) for any and all of its outstanding 6.375% senior unsecured notes due 2026 (the “2026 Notes”) that are validly tendered and accepted for purchase in the Tender Offer, (ii) redeem any 2026 Notes, to the extent any 2026 Notes remain outstanding following the Tender Offer, on or about June 1, 2025 at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, (iii) repay a portion of its borrowings outstanding under the Company’s Credit Facility, and (iv) pay all fees and expenses associated therewith. The final terms and amounts of the New Notes are subject to market and other conditions and may be materially different than expectations. The Notes Offering is not conditioned on the Tender Offer, but the Tender Offer is conditioned on the Notes Offering.

The New Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and unless so registered, the notes may not be offered or sold in the United States absent an applicable exemption from, or a transaction not subject to, registration requirements of the Securities Act and applicable state securities laws. The New Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

This press release is being issued pursuant to Rule 135c under the Securities Act and is for informational purposes only. This press release does not constitute (i) a notice of redemption or satisfaction and discharge under the indenture governing the 2026 Notes or (ii) an offer to sell or the solicitation of an offer to buy any security, including with respect to the 2026 Notes and the New Notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About Chord Energy

Chord Energy Corporation is an independent exploration and production company with quality and sustainable long-lived assets in the Williston Basin. The Company is uniquely positioned with a best-in-class balance sheet and is focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop its unconventional onshore oil-rich resources in the continental United States.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, including statements regarding the Notes Offering and the use of proceeds therefrom, the Tender Offer and the timing and outcome thereof including satisfaction of the conditions to the closing of the Tender Offer, any redemption of our 2026 Notes, and our strategy, plans, and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.


These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that prevent, delay, or negatively impact the Notes Offering or the Tender Offer, and other financial, operational, and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, under the caption “Risk Factors,” as may be updated from time to time in the Company’s periodic filings with the SEC.

Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These forward-looking statements represent the Company’s judgment as of the date of this press release. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement.

Contact:

Chord Energy Corporation

Bob Bakanauskas, Vice President, Investor Relations

(281) 404-9600

ir@chordenergy.com

Exhibit 99.2

LOGO

CHORD ENERGY CORPORATION ANNOUNCES A CASH TENDER OFFER

FOR ANY AND ALL OF ITS OUTSTANDING 6.375% SENIOR NOTES DUE 2026

HOUSTON, Texas, March 3, 2025—Chord Energy Corporation (NASDAQ: CHRD) (the “Company,” “we,” “us,” or “our”), today announced that it has commenced a cash tender offer to purchase (the “Offer”) any and all of its outstanding 6.375% senior notes due 2026 (the “2026 Notes”) as set forth in the table below.

 

Series of Notes

 

CUSIP

Numbers(1)

 

Aggregate
Principal Amount

Outstanding

 

U.S. Treasury

Reference Security(2)

 

Bloomberg

Reference Page(2)

 

Fixed Spread

(basis points)(2)

6.375% Senior Notes due 2026

 

674215AL2/

U65204AD8

  $400,000,000  

4.250% U.S.

Treasury due

May 31, 2025

  FIT3   50 bps

 

(1)

No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the 2026 Notes. It is provided solely for the convenience of Holders of the 2026 Notes.

(2)

The consideration (the “Consideration”) payable per $1,000 principal amount of 2026 Notes validly tendered and accepted for purchase will be based on the fixed spread specified in the table above (the “Fixed Spread”), plus the yield to maturity of the U.S. Treasury Reference Security (the “Reference Yield”) based on the bid-side price of the U.S. Treasury Reference Security specified above (the “Reference Page”) at 10:00 a.m., New York City time, on March 10, 2025 (such date as it may be extended, the “Price Determination Date”). The sum of the Fixed Spread and the Reference Yield is referred to as the “Repurchase Yield.” The Consideration does not include Accrued Interest (as defined in the Offer to Purchase), which will be paid on 2026 Notes accepted for purchase by the Company as described in the Offer to Purchase. The formula for determining the Consideration and Accrued Interest is set forth on Annex A of the Offer to Purchase (as defined below).

The Offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated March 3, 2025 (the “Offer to Purchase”). Holders of the 2026 Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer. There is no letter of transmittal for the Offer. The Offer is not conditioned on any minimum amount of the 2026 Notes being tendered. Subject to applicable law, the Company may amend, extend or terminate the Offer in its sole discretion. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The Offer will expire at 5:00 p.m. New York City time on March 10, 2025, unless extended or terminated by the Company (such time and date, as the same may be extended or terminated by the Company in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered 2026 Notes may be withdrawn at any time (i) on or prior to the earlier of (x) the Expiration Date and (y) in the event that the Offer is extended, the tenth business day after commencement of the Offer, and (ii) after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement (such time and date, as the same may be extended by us in our sole discretion, the “Withdrawal Deadline”), but may not thereafter be validly withdrawn, unless otherwise required by applicable law.

Holders of the 2026 Notes must validly tender their 2026 Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date, and not validly withdraw their 2026 Notes prior to the Withdrawal Deadline, in order to be eligible to receive the Consideration. There is no letter of transmittal for the Offer. Accrued and unpaid interest will be paid on all 2026 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is expected to be on or about March 13, 2025. On the Price Determination Date, unless extended, the Company will issue a press release specifying, among other things, the Consideration for the 2026 Notes validly tendered and accepted. For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date,

 

1


upon the terms and subject to the conditions set forth in the Offer to Purchase (including the Financing Condition and the General Conditions), the deadline to validly tender their 2026 Notes using the guaranteed delivery procedures will be the second business day after the Expiration Date, which is expected to be 5:00 p.m., New York City time, on March 12, 2025, unless extended by us in our sole discretion subject to applicable law.

The purpose of the Offer is to acquire all outstanding 2026 Notes. The Company intends to fund the Offer with the net proceeds from the Company’s concurrent senior notes offering (the “New Notes Offering”), and the Offer is conditioned upon the successful completion of such notes offering.

The Company has retained Wells Fargo Securities, LLC to act as the dealer manager and Global Bondholder Services Corporation to act as the tender and information agent for the Offer. For additional information regarding the terms of the Offer, please contact Wells Fargo Securities, LLC at (866) 309-6316 (toll-free), (704) 410-4820 (collect) or liabilitymanagement@wellsfargo.com. Requests for copies of the Offer to Purchase and questions regarding the tendering of 2026 Notes may be directed to the Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (855) 654-2015 (all others, toll-free) or email contact@gbsc-usa.com. The Offer to Purchase, and the related Notice of Guaranteed Delivery are available at the following website: www.gbsc-usa.com/chord/.

None of the Company, the dealer manager, the tender and information agent or the trustee (nor any director, officer, employee, agent or affiliate of, any such person) makes any recommendation whether Holders should tender or refrain from tendering 2026 Notes in the Offer, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their 2026 Notes and, if so, the principal amount of the 2026 Notes to tender. Holders of the 2026 Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer.

This press release is for informational purposes only and does not constitute (i) a notice of redemption or satisfaction and discharge under the indenture governing the 2026 Notes, nor (ii) an offer to sell or the solicitation of an offer to buy any security, including with respect to the 2026 Notes and the notes offered in the New Notes Offering, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky, or other laws require any tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

To the extent that any 2026 Notes remain outstanding following the consummation of the Offer, we intend to satisfy and discharge the indenture governing the 2026 Notes and redeem any such 2026 Notes on or about June 1, 2025 at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.

About Chord Energy

Chord Energy Corporation is an independent exploration and production company with quality and sustainable long-lived assets in the Williston Basin. The Company is uniquely positioned with a best-in-class balance sheet and is focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop its unconventional onshore oil-rich resources in the continental United States. For more information, please visit the Company’s website at www.chordenergy.com. The information on, or that can be accessed through, our website is not incorporated by reference into, and is not part of, this press release.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, including statements regarding the New Notes Offering and the use of proceeds therefrom, the Offer and the timing and outcome thereof including satisfaction of the conditions to the closing of the Offer, any redemption of our 2026 Notes, and our strategy, plans, and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,”

 

2


“intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that prevent, delay, or negatively impact the New Notes Offering or the Offer, and other financial, operational, and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, under the caption “Risk Factors,” as may be updated from time to time in the Company’s periodic filings with the SEC.

Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These forward-looking statements represent the Company’s judgment as of the date of this press release. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement.

Contact:

Chord Energy Corporation

Bob Bakanauskas, Vice President, Investor Relations

(281) 404-9600

ir@chordenergy.com

 

3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

On May 31, 2024, Chord Energy Corporation (“Chord” or the “Company”) completed the arrangement contemplated by the arrangement agreement, dated as of February 21, 2024 (the “Arrangement Agreement”), by and among Chord, Enerplus Corporation (“Enerplus”) and Spark Acquisition ULC, a wholly-owned subsidiary of Chord (such transaction, the “Arrangement”). Pursuant to the Arrangement Agreement, each Enerplus shareholder received 0.10125 shares of common stock of Chord, par value of $0.01 per share (the “Chord Common Stock”) and $1.84 in cash, in exchange for each Enerplus common share held as of May 31, 2024.

Chord and Enerplus prepared their respective historical financial statements in accordance with U.S. GAAP. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), Chord was treated as the acquirer for accounting purposes and accounted for the Arrangement as an acquisition of a business.

The effects of the Arrangement were included in the Company’s audited historical consolidated balance sheet as of December 31, 2024; therefore, a pro forma balance sheet is not included herein. The Company’s audited historical consolidated statement of operations for the year ended December 31, 2024 includes the effects of the Arrangement from May 31, 2024 through December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 was prepared as if the Arrangement had occurred on January 1, 2024. The unaudited pro forma condensed combined statement of operations has been derived from the historical consolidated financial statements of the Company and Enerplus.

The unaudited pro forma condensed combined statement of operations and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by the Company’s management; accordingly, actual results could differ materially from the pro forma information. Significant estimates and assumptions include the preliminary purchase price allocation, based on estimates of, and assumptions related to, the fair value of the assets acquired and liabilities assumed as of May 31, 2024. Management believes that the assumptions used to prepare the unaudited pro forma condensed combined statement of operations and accompanying notes provide a reasonable and supportable basis for presenting the significant estimated effects of the Arrangement. The following unaudited pro forma condensed combined statement of operations does not purport to represent what the Company’s results of operations would have been if the Arrangement had occurred on January 1, 2024. The unaudited pro forma condensed combined statement of operations should be read together with the following:

 

  (i)

Enerplus’ unaudited historical condensed consolidated financial statements and related notes for the three months ended March 31, 2024 filed with SEDAR+ on May 8, 2024 and included on Form 6-K filed with the SEC on May 8, 2024; and

 

  (ii)

Company’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.

The unaudited pro forma condensed combined statement of operations has been prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined statement of operations.


Chord Energy Corporation

Pro Forma Condensed Combined Statement of Operations (Unaudited)

Year Ended December 31, 2024

(In thousands, except per share data)

 

    As Reported     Enerplus As
Adjusted –
Note 2
    Transaction
Accounting
Adjustments –
Note 3
          Pro Forma
Combined
Chord
       

Revenues

           

Oil, NGL and gas revenues

  $ 3,836,138     $ 601,485     $ —        $ 4,437,623    

Purchased oil and gas sales

    1,414,944       —        —          1,414,944    
 

 

 

   

 

 

   

 

 

     

 

 

   

Total revenues

    5,251,082       601,485       —          5,852,567    

Operating expenses

           

Lease operating expenses

    824,408       124,726       —          949,134    

Gathering, processing and transportation expenses

    267,559       55,831       —          323,390    

Purchased oil and gas expenses

    1,412,357       —        —          1,412,357    

Production taxes

    333,397       54,240       —          387,637    

Depreciation, depletion and amortization

    1,107,776       162,695       15,634       (a)       1,286,105    

General and administrative expenses

    205,585       61,516       6,647       (b)       280,594    
        3,000       (c)      
        3,846       (d)      

Exploration and impairment

    17,021       —        —          17,021    
 

 

 

   

 

 

   

 

 

     

 

 

   

Total operating expenses

    4,168,103       459,008       29,127         4,656,238    

Gain (loss) on sale of assets, net

    17,088       —        —          17,088    
 

 

 

   

 

 

   

 

 

     

 

 

   

Operating income

    1,100,067       142,477       (29,127       1,213,417    

Other income (expense)

           

Net gain (loss) on derivative instruments

    12,563       (2,789     —          9,774    

Net gain from investment in unconsolidated affiliate

    51,284       —        —          51,284    

Interest expense, net of capitalized interest

    (56,523     (6,622     (8,317     (e)       (71,462  

Other income, net

    5,047       3,902       —          8,949    
 

 

 

   

 

 

   

 

 

     

 

 

   

Total other income (expense), net

    12,371       (5,509     (8,317       (1,455  
 

 

 

   

 

 

   

 

 

     

 

 

   

Income before income taxes

    1,112,438       136,968       (37,444       1,211,962    

Income tax (expense) benefit

    (263,811     (6,654     8,987       (f)       (261,478  
 

 

 

   

 

 

   

 

 

     

 

 

   

Net income

  $ 848,627     $ 130,314     $ (28,457     $ 950,484    
 

 

 

   

 

 

   

 

 

     

 

 

   

Earnings per share:

           

Basic

  $ 16.32           $ 15.73       (g)  

Diluted

  $ 16.02           $ 15.49       (g)  

Weighted average shares outstanding:

           

Basic

    51,796       —        —          60,413       (g)  

Diluted

    52,748       —        —          61,365       (g)  

The accompanying notes are an integral part of the unaudited pro forma condensed combined statement of operations.


Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

 

1.

Basis of Presentation

The unaudited pro forma condensed combined statement of operations has been prepared in accordance with Article 11 using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, otherwise known as Management’s Adjustments. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined statement of operations.

On May 31, 2024, the Arrangement was completed, and the Company issued 20,680,097 shares of Chord Common Stock and paid $375.8 million in cash to Enerplus shareholders. Pursuant to the Arrangement Agreement, each Enerplus shareholder received 0.10125 shares of Chord Common Stock and $1.84 in cash, in exchange for each Enerplus common share held as of May 31, 2024. The Arrangement was accounted for using the acquisition method of accounting in accordance with ASC 805, with Chord treated as the accounting acquirer. The Company’s preliminary allocation of the purchase price with respect to the Arrangement is based on estimates of, and assumptions related to, the fair value of the assets acquired and liabilities assumed as 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. 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. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial information and are subject to revision based on a final determination of fair value as of the closing date of the Arrangement. Differences between preliminary estimates and the final allocation of the consideration paid may have a material impact on the accompanying unaudited pro forma condensed combined statement of operations.

The effects of the Arrangement were included in the Company’s audited historical consolidated balance sheet as of December 31, 2024; therefore, a pro forma balance sheet is not included herein. The Company’s audited historical consolidated statement of operations for the year ended December 31, 2024 includes the effects of the Arrangement from May 31, 2024 through December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 was prepared as if the Arrangement had occurred on January 1, 2024. The unaudited pro forma condensed combined statement of operations has been derived from the historical consolidated financial statements of the Company and Enerplus.

For purposes of preparing the unaudited pro forma condensed combined statement of operations, certain pro forma adjustments were translated from Canadian dollars to United States dollars using historical exchange rates.

The unaudited pro forma condensed combined statement of operations and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by management; accordingly, actual results could differ materially from the pro forma information. Management believes the assumptions provide a reasonable and supportable basis for presenting the estimated significant effects of the transactions described above. The unaudited pro forma condensed combined statement of operations is provided for illustrative purposes only and may or may not provide an indication of results in the future.


2.

Arrangement Reclassification Adjustments

Certain reclassifications have been made in the historical presentation of Enerplus’ statement of operations to conform to the Company’s historical presentation.

Statement of Operations for the five months ended May 31, 2024

 

          Statement of Operations
Five Months Ended May 31, 2024
(In thousands)
 

Enerplus Caption

  

Chord Caption

   Enerplus Historical
March 31, 2024
     Enerplus Historical -
April 1, 2024 through
May 31, 2024
     Reclassification
Adjustments
    

Ref.

   Enerplus
As Adjusted
 

Revenues

                 

Crude oil and natural gas sales

  

Oil, NGL and gas revenues

   $ 362,037      $ 288,770      $ (49,322    (i) (v)    $ 601,485  
  

Purchased oil and gas sales

     —         —         —            —   

Commodity derivative instruments gain/(loss)

  

Other services revenues

     (2,775      (14      2,789      (ii)      —   
     

 

 

    

 

 

    

 

 

       

 

 

 
  

Total revenues

     359,262        288,756        (46,533         601,485  
     

 

 

    

 

 

    

 

 

       

 

 

 

Expenses

                 

Operating

  

Lease operating expenses

     102,001        72,031        (49,306    (i)      124,726  

Transportation

  

Gathering, processing and transportation expenses

     32,464        23,367        —            55,831  
  

Purchased oil and gas expenses

     —         —         —            —   

Production taxes

  

Production taxes

     29,436        24,804        —            54,240  

General and administrative

  

General and administrative expenses

     24,257        4,773        32,486      (iii)      61,516  

Depletion, depreciation and accretion

  

Depreciation, depletion and amortization

     92,510        70,185        —            162,695  

Interest

        3,530        3,881        (7,411    (iv)      —   

Other income, net

        (3,873      (802      4,675      (v)      —   

Transaction costs

        7,769        24,717        (32,486    (iii)      —   
  

Exploration and impairment

     —         —         —            —   
     

 

 

    

 

 

    

 

 

       

 

 

 
  

Total operating expenses

     288,094        222,956        (52,042         459,008  
     

 

 

    

 

 

    

 

 

       

 

 

 
  

Gain on sale of assets, net

     —         —         —            —   
     

 

 

    

 

 

    

 

 

       

 

 

 
  

Operating income

     71,168        65,800        5,509           142,477  
     

 

 

    

 

 

    

 

 

       

 

 

 
  

Net gain (loss) on derivative instruments

     —         —         (2,789    (ii)      (2,789
  

Net gain from investment in unconsolidated affiliate

     —         —         —            —   
  

Interest expense, net of capitalized interest

     —         —         (6,622    (iv) (v)      (6,622
  

Other income, net

     —         —         3,902      (v)      3,902  
     

 

 

    

 

 

    

 

 

       

 

 

 
  

Total other income (expense), net

     —         —         (5,509         (5,509
     

 

 

    

 

 

    

 

 

       

 

 

 

Income/(Loss) Before Taxes

  

Income before income taxes

     71,168        65,800        —            136,968  

Income tax expense (benefit)

                 

Current income tax expense/(recovery)

  

Income tax (expense) benefit

     2,445        2,000        2,209      (vi) (vii)      (6,654

Deferred income tax expense/(recovery)

        2,587        (378      (2,209    (vi)      —   
     

 

 

    

 

 

    

 

 

       

 

 

 
  

Total income tax (expense) benefit

     5,032        1,622        —            (6,654
     

 

 

    

 

 

    

 

 

       

 

 

 

Net Income/(Loss)

   Net income    $ 66,136      $ 64,178      $ —          $ 130,314  
     

 

 

    

 

 

    

 

 

       

 

 

 

 

(i)

Represents the reclassification of balances contained in “Operating” expenses on Enerplus’ historical statement of operations into “Oil, NGL and gas revenues” to conform to the Company’s accounting policy.

(ii)

Represents the reclassification of balances contained in “Commodity derivative instruments gain/(loss)” on Enerplus’ historical statement of operations into “Net gain (loss) on derivative instruments” to conform to the Company’s statement of operations presentation.

(iii)

Represents the reclassification of balances contained in “Transaction costs” on Enerplus’ historical statement of operations into “General and administrative expenses” to conform to the Company’s statement of operations presentation.

(iv)

Represents the reclassification of balances contained in “Interest” on Enerplus’ historical statement of operations into “Interest expense, net of capitalized interest” to conform to the Company’s statement of operations presentation.

(v)

Represents the reclassification of balances contained in “Crude oil and natural gas sales” and “Other income, net” on Enerplus’ historical statement of operations into “Other income, net” and “Interest expense, net of capitalized interest” and “Other income, net”, respectively, to conform to the Company’s statement of operations presentation.

(vi)

Represents the reclassification of balances contained in “Deferred income tax expense/(recovery)” on Enerplus’ historical statement of operations into “Income tax (expense) benefit” to conform to the Company’s statement of operations presentation.

(vii)

Represents the presentation of balances contained in “Current income tax expense/(recovery)” and “Deferred income tax expense/(recovery)” on Enerplus’ historical statement of operations as a negative value within “Income tax (expense) benefit” to conform to the Company’s statement of operations presentation.


3.

Arrangement Preliminary Acquisition Accounting and Pro Forma Adjustments and Assumptions

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 reflects the following adjustments:

 

  (a)

Represents the incremental depreciation, depletion and amortization expense related to the assets acquired in the Arrangement, which is based on the preliminary purchase price allocation. Depletion was calculated using the unit-of-production method under the successful efforts method of accounting. The depletion expense was adjusted for (i) the revision to the depletion rate reflecting the acquisition costs and the reserves volumes attributable to the acquired oil and gas properties and (ii) the difference in depletion methodology under the successful efforts method of accounting applied by Chord compared to the full cost method of accounting applied by Enerplus. The pro forma depletion rate attributable to the Arrangement was $12.57 per barrel of oil equivalent. This adjustment also includes an increase in accretion expense attributable to asset retirement obligations of $1.5 million for the year ended December 31, 2024 due to Chord’s higher credit-adjusted risk-free rate as compared to Enerplus.

 

  (b)

Represents the adjustment to expense certain historical costs originally capitalized by Enerplus under the full cost method of accounting to align with Chord’s accounting policy under the successful efforts method of accounting.

 

  (c)

Represents $3.0 million of estimated transaction costs expected to be incurred by Chord subsequent to December 31, 2024. These transaction costs are preliminary estimates; the final amounts and the resulting effect on Chord’s results of operations may differ significantly. These costs are nonrecurring and will not affect Chord’s statement of operations beyond 12 months after the closing of the Arrangement.

 

  (d)

Represents $3.8 million of estimated severance costs expected to be incurred by Chord subsequent to December 31, 2024 in connection with the Arrangement. These costs are nonrecurring and will not affect Chord’s statement of operations beyond 12 months after the closing of the Arrangement.

 

  (e)

Represents the net increase to interest expense resulting from the (i) elimination of interest expense on Enerplus’ bank credit facilities, (ii) incremental interest expense for the amortization of the fair value adjustment to Enerplus’ senior notes assumed by Chord, (iii) reduction of interest expense to align with Chord’s capitalized interest accounting policy, (iv) incremental interest expense for borrowings on Chord’s existing credit facility to finance the closing of the Arrangement and (v) incremental interest expense for the amortization of deferred financing costs related to the amendment entered into by Chord on the closing date of the Arrangement to increase the borrowing base capacity and commitment amounts on Chord’s revolving credit facility as follows:

 

     Year Ended December 31, 2024
(In thousands)
 

Elimination of interest expense on Enerplus’ bank credit facilities

   $ 5,430  

Incremental interest expense for amortization of remeasurement of legacy Enerplus’ senior notes

     (457

Reduction of interest expense related to capitalized interest to align with Chord’s accounting policy

     1,054  

Incremental interest expense for borrowings on Chord’s revolving credit facility

     (13,928

Incremental interest expense for amortization of deferred financing costs

     (416
  

 

 

 

Net transaction accounting adjustments to interest expense

   $ (8,317
  

 

 

 

A 0.125% change in the variable interest rate of Chord’s revolving credit facility or a $10 million change in the amount financed would increase or decrease interest expense presented in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 by $0.2 million and $0.3 million, respectively.

 

  (f)

Represents the estimated income tax impact of the pro forma adjustments from the Arrangement at the estimated blended federal and state statutory rate of approximately 24% for the year ended December 31, 2024. Because the tax rate used for the unaudited pro forma condensed combined statement of operations is an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Arrangement.

 

  (g)

The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024. As the Arrangement is being reflected in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 as if it had occurred on January 1, 2024, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issuable related to the Arrangement have been outstanding for the entire year.


     Year Ended December 31, 2024
(In thousands, except per share data)
 

Pro forma net income

   $ 950,484  

Basic shares:

  

Chord shares outstanding (weighted average per statement of operations)

     51,796  

Chord shares issued in exchange for legacy Enerplus shares as part of consideration transferred

     8,617  
  

 

 

 

Pro forma weighted average common shares outstanding, basic

     60,413  
  

 

 

 

Diluted shares:

  

Pro forma weighted average shares outstanding, basic

     60,413  

Dilutive effect of shares convertible from Chord share based awards

     402  

Dilutive effect of shares convertible from Chord in-the-money warrants

     550  
  

 

 

 

Pro forma weighted average common shares outstanding, diluted

     61,365  
  

 

 

 

Earnings attributable to Chord per share, basic

   $ 15.73  

Earnings attributable to Chord per share, diluted

   $ 15.49  

Anti-dilutive weighted average common shares:

  

Potential common shares

     1,646  
v3.25.0.1
Document and Entity Information
Mar. 03, 2025
Cover [Abstract]  
Entity Registrant Name Chord Energy Corp
Amendment Flag false
Entity Central Index Key 0001486159
Document Type 8-K
Document Period End Date Mar. 03, 2025
Entity Incorporation State Country Code DE
Entity File Number 001-34776
Entity Tax Identification Number 80-0554627
Entity Address, Address Line One 1001 Fannin Street
Entity Address, Address Line Two Suite 1500
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code (281)
Local Phone Number 404-9500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock
Trading Symbol CHRD
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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