Chord Energy Corp

8. 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, and 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 required judgement and certain assumptions to be made. See Note 5—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 gas properties, are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed.

(1)The Company issued 20,680,097 shares of common stock (the “Share Consideration”) and paid $375.8 million of cash (the “Cash Consideration”) to Enerplus shareholders. 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 in the 2024 Annual Report 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 in the 2024 Annual Report 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 in the 2024 Annual Report 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.

Unaudited pro forma financial information. Summarized below are the condensed consolidated results of operations for the period 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 $8.1 million for the three months ended March 31, 2024, which were recorded to general and administrative expenses on the Condensed 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.