Each one in plain English, with the numbers worked through for a shareholder.
6 June 2024asset acquisition disposition▲ GoodMajor
Chord completed its acquisition of Enerplus on May 31, 2024, resolving the deal announced in February. Each Enerplus share became 0.10125 of a Chord share plus $1.84 cash, with 20,680,097 Chord shares authorised for distribution, and Enerplus is now a wholly-owned subsidiary; Chord holders own about 67% and former Enerplus holders about 33% on a fully diluted basis. Chord also signed a Fifth Amendment to its credit agreement raising the borrowing base to $3.0 billion and elected commitments to $1.5 billion, and added a provision that can release collateral if investment grade ratings are assigned. Enerplus CEO Ian Dundas and three other Enerplus-linked directors joined the board, which grew from nine to eleven after two directors, Cynthia Walker and Paul Korus, resigned. The filing's Item 2.01 text contains an inconsistent date of March 31, 2024, while the rest states May 31.
Chord Energy announced its financial and operating results for the quarter ended March 31, 2024 on May 7, 2024. The figures were in a press release furnished as an exhibit to the 8-K.
Chord filed its final proxy statement for the Enerplus deal and set a virtual special meeting for May 14, 2024 (record date April 8, 2024). Shareholders vote on issuing shares to Enerplus holders, raising authorised shares from 120 million to 240 million, and a possible adjournment; the board unanimously recommends FOR on all three. The deal cannot close without the share issuance vote, but the share increase is not a closing condition. This sets the meeting date that the March 27 preliminary proxy left open. Terms are unchanged: 0.10125 Chord share plus $1.84 cash per Enerplus share, with Chord holders ~67% and Enerplus holders ~33% of the combined company.
Chord announced that the Hart-Scott-Rodino antitrust waiting period for its pending acquisition of Enerplus had expired. The Enerplus deal still needed shareholder, court and other approvals before closing.
Chord filed a preliminary proxy asking its shareholders to vote on buying Enerplus under the Feb 21, 2024 agreement, in which each Enerplus share gets 0.10125 of a Chord share plus $1.84 in cash. Chord holders would own about 67% and Enerplus holders about 33% of the combined company. Shareholders vote on issuing the shares and on raising authorised shares from 120 million to 240 million. The share issuance vote is required for the deal to close; the authorised-share increase is not. This moves the pending Enerplus deal forward, but the meeting date was not yet set.
As part of the Enerplus deal, Chord Energy agreed that Enerplus's CEO Ian Dundas would step down at closing and serve as a paid advisor to Chord's CEO and a Chord board member for 12 months afterward.
