Chord Energy Files DEFA14A for Shareholder Meeting

TL;DR

**Chord Energy just filed a DEFA14A, probably prepping for a shareholder vote.**

AI Summary

Chord Energy Corp. filed a DEFA14A on February 21, 2024, indicating a definitive proxy statement for a special meeting of shareholders. The filing, under SEC File Number 001-34776, updates information regarding the company's charter and business address at 1001 Fannin Street, Suite 1500, Houston, Texas 77002. This filing is a routine update for shareholder communication.

Why It Matters

This filing is a standard regulatory step for Chord Energy to communicate with its shareholders, likely in preparation for an upcoming vote or corporate action.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) for shareholder communication, not indicating any immediate financial or operational risk.

Key Numbers

• 001-34776 — SEC File Number (Identifies the company's registration with the SEC)
• 20240221 — Filing Date (Indicates when the document was officially submitted)
• 18 — Public Document Count (Number of documents associated with this filing)
• 1311 — SIC Code (Standard Industrial Classification for Crude Petroleum & Natural Gas)
• 281-404-9500 — Business Phone (Contact number for Chord Energy Corp.)

Key Players & Entities

• Chord Energy Corp. (company) — Filer of DEFA14A
• February 21, 2024 (date) — Date of earliest event reported and filing date
• 001-34776 (string) — SEC File Number
• 1001 Fannin Street, Suite 1500, Houston, Texas 77002 (string) — Business address of Chord Energy Corp.
• Oasis Petroleum Inc. (company) — Former name of Chord Energy Corp.

FAQ

Key Financial Figures

• $11 Billion — Chord Energy and Enerplus to Combine in $11 Billion Transaction Creating Premier Williston-
• $150 Million — d Operational Cost Synergies of Up To $150 Million Annually with After-Tax Present Value u
• $750 Million — ally with After-Tax Present Value up to $750 Million Post-Combination Return of Capital Ex
• $1.2 Billion — pected 2024 Pro forma Free Cash Flow of $1.2 Billion (2) Commitment to ESG and Sustainabil
• $11 billion — mbine with Enerplus in an approximately $11 billion stock and cash transaction. The combine
• $1.84 — .10125 shares of Chord common stock and $1.84 per share in cash, representing 90% sto
• $79 — on mid-point of management guidance at $79/bbl WTI and $2.50/MMBtu NYMEX gas. Th
• $2.50 — management guidance at $79/bbl WTI and $2.50/MMBtu NYMEX gas. This combination fur
• $60 — inventory position, increasing its sub $60 WTI breakeven inventory by over 60%, im
• $150 million — apital and operating synergies of up to $150 million per year. Administrative synergies are
• $40 million — tely in 2024 and increase in 2025 up to $40 million. Capital synergies are expected to incr
• $55 million — ynergies are expected to increase up to $55 million during 2025, and operating synergies in
• $750 million — alue of synergies is expected to exceed $750 million. Supports Top-Tier Shareholder Return
• $1.2 billion — y is expected to generate approximately $1.2 billion of free cash flow with a reinvestment r
• $18.42 — implied value to each Enerplus share is $18.42. At this exchange ratio, and the respec

Filing Documents

• d785538ddefa14a.htm (DEFA14A) — 109KB
• g785538ex99_2p10g1.jpg (GRAPHIC) — 263KB
• g785538ex99_2p11g1.jpg (GRAPHIC) — 319KB
• g785538ex99_2p12g1.jpg (GRAPHIC) — 185KB
• g785538ex99_2p13g1.jpg (GRAPHIC) — 356KB
• g785538ex99_2p14g1.jpg (GRAPHIC) — 285KB
• g785538ex99_2p15g1.jpg (GRAPHIC) — 154KB
• g785538ex99_2p16g1.jpg (GRAPHIC) — 296KB
• g785538ex99_2p17g1.jpg (GRAPHIC) — 270KB
• g785538ex99_2p1g1.jpg (GRAPHIC) — 250KB
• g785538ex99_2p2g1.jpg (GRAPHIC) — 473KB
• g785538ex99_2p3g1.jpg (GRAPHIC) — 634KB
• g785538ex99_2p4g1.jpg (GRAPHIC) — 339KB
• g785538ex99_2p5g1.jpg (GRAPHIC) — 418KB
• g785538ex99_2p6g1.jpg (GRAPHIC) — 263KB
• g785538ex99_2p7g1.jpg (GRAPHIC) — 223KB
• g785538ex99_2p8g1.jpg (GRAPHIC) — 295KB
• g785538ex99_2p9g1.jpg (GRAPHIC) — 259KB
• 0001193125-24-041613.txt ( ) — 7386KB

Forward-Looking Statements and Cautionary Statements

Forward-Looking Statements and Cautionary Statements Certain statements in this document concerning the 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 Chords 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 statements regarding Chords or Enerplus plans and expectations with respect to the Arrangement and the anticipated impact of the Arrangement on the combined companys results of operations, financial position, growth opportunities and competitive position. 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 Exchange Act 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, including, but not limited to, the possibility that shareholders of Enerplus may not approve the Arrangement or stockholders of Chord may not approve the Stock Issuance; the risk that any other condition to Closing may not be

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Joint Press Release of Chord Energy Corporation and Enerplus Corporation, dated February 21, 2024. 99.2 Joint Investor Presentation, dated February 21, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 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 hereunto duly authorized. CHORD ENERGY CORPORATION Dated: February 21, 2024 By: /s/ Shannon B. Kinney Shannon B. Kinney Executive Vice President, General Counsel and Corporate Secretary 5 Exhibit 99.1 Chord Energy and Enerplus to Combine in $11 Billion Transaction Creating Premier Williston-Focused E&P Company with Top-Tier Shareholder Returns Enhanced Operating Scale to Drive Returns and Free Cash Flow; Combined Acreage Position Totaling 1.3 Million Net Acres and Combined 4Q23 Production of 287,000 Boepd Combined Company has Approximately 10 years of Low-Breakeven Inventory with Significant Opportunity to Enhance Returns through Efficiencies and Expanding Three-Mile Lateral Opportunities Transaction Accretive to Key Metrics While Preserving Low Leverage; Strong Balance Sheet and Significant Liquidity at Close Transaction Expected to Generate Administrative, Capital and Operational Cost Synergies of Up To $150 Million Annually with After-Tax Present Value up to $750 Million Post-Combination Return of Capital Expected to Remain at Chords Pre-Combination Level of 75%+ of Free Cash Flow; Expected 2024 Pro forma Free Cash Flow of $1.2 Billion (2) Commitment to ESG and Sustainability Excellence and Capitalizing on Combined Best Practices Danny Brown to Serve as President and CEO; Ian Dundas to Serve as Advisor to the CEO and Director; Three Additional Enerplus Directors to Join Combined Company Board Companies to Host Conference C

Forward-Looking Statements

Forward-Looking Statements Certain statements in this document concerning the transaction, including any statements regarding the expected timetable for completing the transaction, the results, effects, benefits and synergies of the transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding Chords 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 statements regarding Chords or Enerplus plans and expectations with respect to the transaction, timing of closing, and the anticipated impact of the transaction on the combined companys results of operations, financial positi

View Full Filing

View this DEFA14A filing on SEC EDGAR