Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Business Acquisitions, by Acquisition

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. Certain estimated values for the acquisition, including oil and natural gas properties, intangibles and inventory, are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed.

	Purchase Price Consideration
	(In thousands)
Common stock issued to Enerplus shareholders(1)	$	3,732,137
Cash paid to Enerplus shareholders(1)	375,813
Cash paid to settle Enerplus equity-based compensation awards(2)	102,393
Cash paid to settle Enerplus credit facility(3)	395,000
Cash paid for retention bonus to Enerplus employees(4)	5,920
Total consideration transferred	$	4,611,263

__________________ 

(1)The Company issued 20,680,097 shares of common stock and paid $375.8 million of cash to Enerplus shareholders as Arrangement Consideration. 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 15—Stockholders’ Equity 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 15—Stockholders’ Equity 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 11— Long-Term Debt 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.

Schedule of Purchase Price Allocation

	Preliminary Purchase Price Allocation
	(In thousands)
Assets acquired:
Cash and cash equivalents	$	239,921
Accounts receivable, net	281,492
Inventory	5,701
Prepaid expenses	16,323
Oil and gas properties (successful efforts method)	5,253,860
Other property and equipment	6,812
Long-term inventory	8,636
Operating right-of-use assets	42,954
Other assets	1,049
Total assets acquired	$	5,856,748
Liabilities assumed:
Accounts payable	$	1,965
Revenues and production taxes payable	199,706
Accrued liabilities	186,334
Current portion of long-term debt	60,063
Current operating lease liabilities	27,420
Deferred tax liabilities	1,179,200
Asset retirement obligations	115,056
Operating lease liabilities	15,534
Total liabilities assumed	$	1,785,278
Net assets acquired	$	4,071,470
Goodwill	539,793
Purchase price consideration	$	4,611,263

Schedule of Pro Forma Information

The following table summarizes the total revenues and income before income taxes attributable to Enerplus that were recorded in the Company’s Condensed Consolidated Statement of Operations for the periods presented.

	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
	(In thousands)
Revenues	$	389,127	$	521,163
Income before income taxes	75,855		90,986

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.

	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2024		2023
	(In thousands, except per share data)
Revenues	$	1,555,282	$	4,397,893	$	4,073,263
Net income	307,127		812,294		904,039
Net income per share:
Basic	$	4.93	$	13.13	$	14.50
Diluted	4.77		12.89		14.08