Chord Energy Appoints New Directors, Updates Board Structure

TL;DR

Chord Energy's board is getting a refresh with new directors and committee changes.

AI Summary

On April 8, 2024, Chord Energy Corporation (CHRD) filed an 8-K report detailing the appointment of new independent directors and the resignation of existing ones. The company also announced the formation of new board committees and updated its corporate governance practices. These changes are effective immediately.

Why It Matters

Changes in board composition and committee structure can signal shifts in strategic direction or governance focus, potentially impacting investor confidence and future company performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance updates and director appointments, which typically carry low immediate risk.

Key Players & Entities

• Chord Energy Corporation (company) — Registrant
• CHRD (company) — Ticker Symbol
• April 8, 2024 (date) — Report Date

FAQ

Filing Documents

• chrd-20240408.htm (8-K) — 52KB
• hsrjointpressrelease_final.htm (EX-99.1) — 22KB
• 0001486159-24-000018.txt ( ) — 211KB
• chrd-20240408.xsd (EX-101.SCH) — 2KB
• chrd-20240408_lab.xml (EX-101.LAB) — 22KB
• chrd-20240408_pre.xml (EX-101.PRE) — 13KB
• chrd-20240408_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. As previously announced, on February 21, 2024, Chord Energy Corporation, a Delaware corporation ("Chord"), Spark Acquisition ULC, an unlimited liability company organized and existing under the laws of the Province of Alberta, Canada and a wholly owned subsidiary of Chord, and Enerplus Corporation, a corporation existing under the laws of the Province of Alberta, Canada ("Enerplus"), entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, on the terms and subject to the conditions set forth therein, Chord has agreed to acquire Enerplus in a stock-and-cash transaction, subject to satisfaction of certain closing conditions (such transaction, the "Arrangement"). On April 8, 2024, Chord issued a press release announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the Arrangement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description of Exhibit 99.1 Press release dated April 8, 2024. 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 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 have filed, or intend to file, materials with the Securities and Exchange Commission (the "SEC") and on SEDAR+, as applicable. Chord filed a preliminary Proxy Statement on Schedule 14A (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 an information circular and proxy statement (the "Circular") with the TSX and on SEDAR+ in connection with the solicitation of proxies to obtain Enerplus shareholder approval of the Arrangement. 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 document that Chord or Enerplus may file with the SEC or on SEDAR+ and/or send to Chord stockholders and/or Enerplus' shareholders in connection with the Arrangement. INVESTORS AND SECURITY HOLDERS OF CHORD AND ENERPLUS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT AND THE CIRCULAR, RESPECTIVELY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AN

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 of 1933, 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 antic

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View this 8-K filing on SEC EDGAR