Chord Energy Reports Material Agreement, Equity Sales, and Officer Changes

TL;DR

**Chord Energy just dropped an 8-K detailing a material agreement, equity sales, and officer changes, so expect some big moves!**

AI Summary

Chord Energy Corp. filed an 8-K on February 26, 2024, reporting an event on February 21, 2024. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and changes in directors or officers, including compensatory arrangements. This suggests significant corporate activity, potentially related to a strategic transaction or executive compensation adjustments.

Why It Matters

This filing signals significant corporate actions by Chord Energy, which could impact its financial structure, ownership, and leadership, potentially influencing future performance and investor confidence.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes (material agreement, equity sales, officer changes) which can introduce both opportunities and risks depending on the specifics not fully detailed in this summary.

Key Players & Entities

• Chord Energy Corp. (company) — Registrant
• February 21, 2024 (date) — Date of earliest event reported
• February 26, 2024 (date) — Filing date
• Delaware (company) — State of incorporation for Chord Energy Corp.
• 1001 Fannin Street, Suite 1500, Houston, TX 77002 (company) — Business address of Chord Energy Corp.

FAQ

Key Financial Figures

• $0.01 — 5 of a share of common stock, par value $0.01 per share, of Chord (the "Chord Common
• $1.84 — rd (the "Chord Common Stock"), and (ii) $1.84 in cash, in exchange for each Enerplus
• $240,000,000 — ay the other party a termination fee of $240,000,000 and $127,000,000, respectively. Other
• $127,000,000 — y a termination fee of $240,000,000 and $127,000,000, respectively. Other Terms of the Arr
• $500,000 — ble to receive an annual base salary of $500,000, less applicable withholdings and deduc
• $2,000,000 — with a grant date fair market value of $2,000,000. The RSU Award will fully vest on the l

Filing Documents

• d796242d8k.htm (8-K) — 57KB
• d796242dex21.htm (EX-2.1) — 839KB
• d796242dex101.htm (EX-10.1) — 13KB
• g796242dsp1.jpg (GRAPHIC) — 13KB
• 0001193125-24-046215.txt ( ) — 1245KB
• chrd-20240221.xsd (EX-101.SCH) — 3KB
• chrd-20240221_lab.xml (EX-101.LAB) — 18KB
• chrd-20240221_pre.xml (EX-101.PRE) — 11KB
• d796242d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Arrangement Agreement, dated as of February 21, 2024 by and among Chord Energy Corporation, Spark Acquisition ULC and Enerplus Corporation. 10.1 Letter Agreement, dated as of February 21, 2024, between Chord Energy Corporation and Ian C. Dundas. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Chord agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request; provided, that Chord may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act for any schedules and similar attachments so furnished. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Arrangement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Important Additional Information In connection with the Arrangement, Chord and Enerplus intend to file materials with the SEC and on SEDAR+, as applicable. Chord intends to file the Proxy Statement with the SEC in connection with the solicitation of proxies to obtain Chord stockholder approval of the Arrangement, and Enerplus intends to file the Circular with the TSX and on SEDAR+ in connection with the solicitation of proxies to obtain Enerplus shareholder approval of the Arrangement. After the Proxy Statement is cleared by the SEC, Chord intends to mail a definitive Proxy Statement to the stockholders of Chord. This communication is not a substitute for the Proxy Statement, the Circular or for any other doc

Forward-Looking Statements and Cautionary Statements

Forward-Looking Statements and Cautionary Statements Certain statements in this document concerning the proposed Arrangement, including any statements regarding the expected timetable for completing the Arrangement, the results, effects, benefits and synergies of the Arrangement, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding Chord's or Enerplus' future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely" "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include, but are not limited to, statements regarding Chord's or Enerplus' plans and expectations with respect to the proposed Arrangement and the anticipated impact of the proposed Arrangement on the combined company's results of operations, financial position, growth opportunities and competitive position, including maintaining current Chord and Enerplus management, strategies and plans and integration. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated

SIGNATURES

SIGNATURES 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 hereunto duly authorized. CHORD ENERGY CORPORATION Dated: February 26, 2024 By: /s/ Shannon B. Kinney Shannon B. Kinney Executive Vice President, General Counsel and Corporate Secretary 7

View Full Filing

View this 8-K filing on SEC EDGAR