Chord Energy Corp DEFA14A, filed Feb 21, 2024
Chord Energy Corp (CHRD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2024
CHORD ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34776 | 80-0554627 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1001 Fannin Street, Suite 1500 Houston, Texas |
77002 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (281) 404-9500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Common Stock | CHRD | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On February 21, 2024, Chord Energy Corporation, a Delaware corporation (“Chord”), and Enerplus Corporation, a corporation organized and existing under the laws of the Province of Alberta, Canada (“Enerplus”), issued a joint press release announcing that Chord, Enerplus and 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 (“Canadian Sub”), entered into an Arrangement Agreement (the “Arrangement Agreement”) pursuant to which, on the terms and subject to the conditions set forth therein, Chord will acquire Enerplus in a stock-and-cash transaction (such transaction, the “Arrangement”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On February 21, 2024, Chord and Enerplus provided supplemental information regarding the Arrangement Agreement in a joint investor presentation published to their respective websites. A copy of the joint investor presentation is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
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 definitive 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 the management information circular and proxy statement (the “Circular”) with the SEC 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 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, AND OTHER RELEVANT DOCUMENTS FILED BY CHORD AND/OR ENERPLUS WITH THE SEC OR ON SEDAR+, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHORD, ENERPLUS, THE ARRANGEMENT, THE RISKS RELATED THERETO AND RELATED MATTERS.
Stockholders of Chord and shareholders of Enerplus will be able to obtain free copies of the Proxy Statement and the Circular, as each may be amended from time to time, and other relevant documents filed by Chord and/or Enerplus with the SEC or on SEDAR+ (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Chord will be available free of charge from Chord’s website at www.chordenergy.com under the “Investors” tab or by contacting Chord’s Investor Relations Department at (281) 404-9600 or ir@chordenergy.com. Copies of documents filed with the SEC or on SEDAR+ by Enerplus will be available free of charge from Enerplus’ website at www.enerplus.com under the “Investors” tab or by contacting Enerplus’ Investor Relations Department at (403) 298-1707.
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Participants in the Solicitation
Chord, Enerplus and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Chord’s stockholders and Enerplus’ shareholders in connection with the Arrangement. Information regarding the executive officers and directors of Chord is included in its definitive proxy statement for its 2023 annual meeting under the headings “Item 1 – Election of Directors”, “Our Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management”, which was filed with the SEC on March 16, 2023 and is available at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1486159/000148615923000007/chrd-20230316.htm. Information regarding the executive officers and directors of Enerplus is included in its information circular and proxy statement for its 2023 annual meeting under the headings “Director Compensation” and “Executive Compensation”, which was filed on SEDAR+ on April 4, 2023 and is available at https://www.sec.gov/Archives/edgar/data/1126874/000110465923041270/tm235372d3_ex99-2.htm.Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement, the Circular and other materials when they are filed with the SEC or on SEDAR+ in connection with the Arrangement. Free copies of these documents may be obtained as described in the paragraphs above.
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 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 statements regarding Chord’s or Enerplus’ plans and expectations with respect to the Arrangement and the anticipated impact of the Arrangement on the combined company’s 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 satisfied; that either party may terminate the Arrangement Agreement or that the Closing might be delayed or not occur at all; the risk that the Arrangement Agreement is terminated and either Chord or Enerplus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of Chord or Enerplus, including those resulting from the announcement or completion of the Arrangement; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Chord and Enerplus; the effects of the business combination of Chord and Enerplus, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the Arrangement; the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Arrangement. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company’s operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
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Additional factors that could cause results to differ materially from those described above can be found in Chord’s Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent Quarterly Reports on Form 10-Q, which are on file with the SEC and available from Chord’s website at www. chordenergy.com under the “Investors” tab, and in other documents Chord files with the SEC and in Enerplus’ annual information form for the year ended December 31, 2022, which is on file with the SEC and on SEDAR+ and available from Enerplus’ website at www.enerplus.com under the “Investors” tab, and in other documents Enerplus files with the SEC or on SEDAR+.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Chord nor Enerplus assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
| Item 9.01 | 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). | |
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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 | ||||||
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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 Chord’s 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 Call Today at 6:00 p.m. ET (5:00 p.m. CT and 4:00 p.m. MT)
HOUSTON and CALGARY, ALBERTA February 21, 2024 – Chord Energy Corporation (NASDAQ: CHRD) (“Chord”, “Chord Energy”) and Enerplus Corporation (TSX: ERF) (NYSE: ERF) (“Enerplus”) today announced they have entered into a definitive arrangement agreement under which Chord will combine with Enerplus in an approximately $11 billion stock and cash transaction. The combined company will have a premier Williston Basin position with deep, low-cost inventory, approximately 1.3 million net acres, combined 4Q23 production of 287 MBoepd, and enhanced free cash flow generation to return capital to shareholders.
Under the terms of the transaction, each common share of Enerplus will be exchanged for 0.10125 shares of Chord common stock and $1.84 per share in cash, representing 90% stock and 10% cash consideration. Upon completion of the transaction, Chord shareholders will own approximately 67% of the combined company and Enerplus shareholders will own approximately 33% on a fully diluted basis. The combined company’s enterprise value of approximately $11 billion is inclusive of Enerplus’ net debt, based on the transaction exchange ratio, and the closing share prices for Chord and Enerplus as of February 20, 2024.
| 2 | Pro forma 2024 estimates based on mid-point of management guidance at $79/bbl WTI and $2.50/MMBtu NYMEX gas. |
“This combination further strengthens our Williston Basin position and represents a compelling opportunity for both companies’ shareholders,” said Danny Brown, Chord Energy’s President and Chief Executive Officer. “Enerplus’ Williston Basin position brings high-quality inventory, and we are excited to leverage best practices from both companies to create a stronger, more efficient entity. The combined company is expected to benefit from improving returns, capital efficiency, low-cost inventory, and a peer-leading balance sheet, all of which support sustainable free cash flow generation and meaningful shareholder returns. This is also a great opportunity for the employees and stakeholders of both Chord and Enerplus, as we believe the combined company will continue to benefit the communities in which we operate in North Dakota and Montana, including the Fort Berthold Reservation. We look forward to working closely with Enerplus to ensure that the full potential of this combination is realized for the benefit of all of our stakeholders.”
“This transaction brings together Chord’s and Enerplus’ premier asset bases, operational abilities and technical acumen to create a combined company positioned to drive further success, deliver competitive returns and peer-leading shareholder distributions,” said Ian Dundas, Enerplus’ President and Chief Executive Officer. “Joining forces with Chord will provide Enerplus shareholders with immediate value for their investment and the opportunity to participate in the future upside potential from ownership in the stronger, larger company with enhanced shareholder returns. I want to thank our employees for their dedication and hard work over the years that has allowed us to build such a great organization and reach this exciting milestone.”
Combined Company Positioned to Drive Value Through Commodity Cycles
| • | Enhances Williston Basin Position with Increased Scale. The combined company is expected to be a premier operator in the Williston Basin, with approximately 1.3 million net acres (98% Williston) and 4Q23 production of 287 MBoepd (over 90% Williston). Oil is expected to be approximately 56% of the combined company’s production, supporting peer-leading EBITDA margins. |
| • | Adds Significant High-Quality Inventory. The combined company is expected to benefit from an enhanced inventory position, increasing its sub $60 WTI breakeven inventory by over 60%, improved returns and resilient free cash flow through commodity cycles. The pro forma inventory supports approximately 10 years of development at the current pace and expands the company’s opportunities for three-mile lateral development. |
| • | Accretive to All Financial Metrics. The transaction is expected to be accretive to all metrics, including: i) cash flow per share, ii) free cash flow per share, iii) net asset value and iv) return of capital. Significant synergies allow for additional potential accretion in 2025 and beyond. |
| • | Delivers Significant Cost Saving and Synergy Opportunities. The combined company expects to benefit from administrative, capital and operating synergies of up to $150 million per year. Administrative synergies are expected to begin immediately in 2024 and increase in 2025 up to $40 million. Capital synergies are expected to increase up to $55 million during 2025, and operating synergies initiate in 2025 and are expected to increase up to $55 million in 2026. The combined company will leverage best practices to further advance efficiencies across the business. The after-tax present value of synergies is expected to exceed $750 million. |
| • | Supports Top-Tier Shareholder Returns. The combined company is expected to generate meaningful free cash flow from its low-cost asset base, improving efficiencies and disciplined capital spending through a wide range of commodity price scenarios. The combined company is expected to generate approximately $1.2 billion of free cash flow with a reinvestment rate of approximately 51% in 2024 at $79/bbl WTI and $2.50/MMBtu NYMEX gas. Post-closing Chord is expected to maintain its peer-leading return of capital framework at 75%+ of free cash flow through base and variable dividends and share repurchases. |
| • | Creates Stronger Financial Position and Relatively Unlevered Balance Sheet. The combined company is expected to have an improved credit profile and cost of capital, with a strong balance sheet with expected leverage of ~0.2x at close. |
| • | Continued ESG Commitment. The combined company will maintain and build upon its commitment to ESG and sustainability excellence and capitalize on combined best practices. |
Transaction Details
Under the terms of the agreement, Enerplus shareholders will receive 0.10125 shares of Chord common stock and $1.84 in cash for each common share of Enerplus owned at closing. Based on the closing price as of close February 20, 2024, the implied value to each Enerplus share is $18.42. At this exchange ratio, and the respective companies’ closing share prices on February 20, 2024, the combined company would have an enterprise value of approximately $11 billion. Chord will issue approximately 20.7 million shares of common stock in the transaction as stock consideration to the holders of Enerplus common shares in accordance with the terms of the arrangement agreement.
It is anticipated that the quarterly dividend payments made by Enerplus until closing of the transaction will be equalized to those made by Chord, after giving effect to the exchange ratio, through an additional Enerplus dividend declared shortly prior to the closing.
The transaction will be structured as a plan of arrangement under the Business Corporations Act (Alberta) and is subject to the approval of (i) at least two-thirds of the votes cast by holders of Enerplus common shares at a meeting to be called to consider the transaction and (ii) if required under applicable Canadian securities laws, a majority of the votes cast by Enerplus shareholders at such meeting (excluding the votes held by Enerplus shareholders whose votes are required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Securities Holders in Special Transactions). The issuance of shares of Chord common stock is subject to the approval of the majority of votes cast by holders of shares of Chord common stock in connection with the transaction, pursuant to the rules of the NASDAQ.
Governance and Leadership
Following close of the transaction, the board of directors of the combined company will increase to 11 members and will initially comprise seven representatives from Chord and four representatives from Enerplus, including Ian Dundas, who will also serve as Advisor to the CEO of Chord.
Danny Brown will serve as Director, President and Chief Executive Officer of the combined company. The remainder of the company’s leadership team will include Michael Lou, Chord’s Chief Financial Officer, Darrin Henke, Chord’s Chief Operating Officer and Shannon Kinney, Chord’s General Counsel, who will continue to serve in their respective capacities in the combined company.
Timing and Approvals
The combination has been unanimously approved by the boards of directors of both companies. The transaction is expected to close by mid-year 2024. The transaction is subject to customary closing conditions in the United States and Canada, as well as the approvals by Chord and Enerplus’ shareholders described above, the approval of the Court of King’s Bench of Alberta, the listing of shares of Chord’s stock to be issued in the transaction on NASDAQ and regulatory clearances or approvals.
Further information regarding the transaction will be contained in a management information circular that Enerplus will prepare, file and mail to Enerplus shareholders in advance of its shareholder meeting and a proxy statement that Chord will file with the SEC and mail to Chord stockholders in advance of its stockholder meeting. Copies of the arrangement agreement and management information circular will be available on Enerplus’ profile on SEDAR+ at www.sedarplus.ca and the arrangement agreement and proxy statement will be available on the SEC’s website at www.sec.gov under Chord’s profile.
Commitment to ESG
Chord remains committed to continuous improvement across its business, including its environmental footprint. Please refer to the Chord website (www.chordenergy.com) and the Enerplus website (www.enerplus.com) for ESG disclosure and reporting. Enerplus published it latest ESG report in June 2023.
Advisors
Citi is serving as lead financial advisor and Vinson & Elkins LLP, Wachtell, Lipton, Rosen & Katz, and Goodmans LLP are serving as legal advisors to Chord. Wells Fargo Securities, LLC and J.P. Morgan Securities LLC are also acting as financial advisors to Chord. Evercore is serving as lead financial advisor, and RBC Capital Markets is serving as financial advisor to Enerplus. Blake, Cassels & Graydon LLP and Latham & Watkins LLP are serving as legal advisors to Enerplus. BMO Capital Markets and CIBC Capital Markets are acting as co-financial advisors to Enerplus.
Conference Call and Additional Materials
Chord and Enerplus will hold a joint conference call today, February 21, 2024 at 6:00 p.m. Eastern Time / 5:00 p.m. Central Time / 4:00 p.m. Mountain Time to discuss the transaction. An investor presentation regarding the transaction can also be found at www.chordenergy.com and www.enerplus.com.
Investors, analysts, and other interested parties are invited to listen to the webcast:
| Date: | Wednesday, February 21, 2024 | |
| Time: | 5:00 p.m. Central | |
| Live Webcast: | https://app.webinar.net/wELeOnm8d1Y | |
To join the conference call by phone without operator assistance (including sell-side analysts wishing to ask a question), you may register and enter your phone number at https://emportal.ink/42KxiYW to receive an instant automated call back and be immediately placed into the call.
You may also use the following dial-in information to join the conference call by phone with operator assistance:
| Dial-in: | 888-664-6383 | |
| Intl. Dial-in: | 1-617-892-4906 | |
| Conference ID: | 51301393 | |
A recording of the conference call will be available until Wednesday, February 28, 2024 by dialing:
| Replay dial-in: | 1-888-390-0541 | |
| Intl. replay: | 1-617-849-9026 | |
| Replay access: | 301393 # | |
The call will also be available for replay for approximately 30 days at https://www.chordenergy.com and https://www.enerplus.com/
Chord’s fourth quarter 2023 earnings conference call originally scheduled for February 22, 2024 has been cancelled and replaced with today’s joint conference call.
About Chord Energy
Chord Energy Corporation is an independent exploration and production company with quality and sustainable long-lived assets in the Williston Basin. The Company is uniquely positioned with a best-in-class balance sheet and is focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop its unconventional onshore oil-rich resources in the continental United States. For more information, please visit the Company’s website at www.chordenergy.com.
About Enerplus
Enerplus is an independent North American oil and gas exploration and production company focused on creating long-term value for its shareholders through a disciplined, returns-based capital allocation strategy and a commitment to safe, responsible operations. For more information, visit the Company’s website at www.enerplus.com.
NOTICE REGARDING INFORMATION CONTAINED IN THIS NEWS RELEASE
All amounts in this news release are stated in U.S. dollars unless otherwise specified.
This news release contains references to “BOE” (barrels of oil equivalent) and “MBOE” (one thousand barrels of oil equivalent). The parties have adopted the standard of six thousand cubic feet of gas to one barrel of oil (6 Mcf: 1 bbl) when converting natural gas to BOEs. BOE and MBOE may be misleading, particularly if used in isolation. The foregoing conversion ratios are based on an energy equivalency conversion method primarily applicable at the burner tip and do not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading.
All production volumes presented in this news release are reported on a “net” basis (a company’s working interest share after deduction of royalty obligations, plus the company’s royalty interests), which differs from “gross” basis (a company’s working interest before deduction of royalties) for reporting production under National Instrument 51-101 and industry practice in Canada.
All references to “oil” in this news release include light and tight crude oil.
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 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 statements regarding Chord’s or Enerplus’ plans and expectations with respect to the transaction, timing of closing, and the anticipated impact of the transaction on the combined company’s 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 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 anticipated, including, but not limited to, the possibility that shareholders of Chord may not approve the issuance of new shares of Chord common stock in the transaction or that shareholders of Enerplus may not approve the transaction; the risk that a condition to closing of the transaction may not be satisfied; that either party may terminate the arrangement agreement or that the closing of the transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships of Chord or Enerplus, including those resulting from the announcement or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Chord and Enerplus; the effects of the business combination of Chord and Enerplus, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the transaction; the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the transaction. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company’s operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in Chord’s Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent Quarterly Reports on Form 10-Q, which are on file with the Securities and Exchange Commission (the “SEC”) and available from Chord’s website at www.chordenergy.com under the “Investors” tab, and in other documents Chord files with the SEC; and in Enerplus’ annual information form for the year ended December 31, 2022, which is on file with the SEC and on SEDAR+ and available from Enerplus’ website at www.enerplus.com under the “Investors” tab, and in other documents Enerplus files with the SEC, TSX or on SEDAR+.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Chord nor Enerplus assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
No Offer or Solicitation
Communications in this news release do 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 proposed transaction 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.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Chord and Enerplus intend to file materials with the SEC and on SEDAR+, as applicable. Chord intends to file 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 proposed transaction, and Enerplus intends to file an information circular and proxy statement (the “Circular”) with the SEC, TSX and on SEDAR+ in connection with the solicitation of proxies to obtain Enerplus shareholder approval of the proposed transaction. After the Proxy Statement is cleared by the SEC, Chord intends to mail a definitive Proxy Statement to the shareholders of Chord. This news release is not a substitute for the Proxy Statement, the Circular or for any other document that Chord or Enerplus may file with the SEC, TSX or on SEDAR+ and/or send to ’Chord’s shareholders and/or Enerplus’ shareholders in connection with the proposed transaction. 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, AND OTHER RELEVANT DOCUMENTS FILED BY CHORD AND/OR ENERPLUS WITH THE SEC OR ON SEDAR+, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHORD, ENERPLUS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Shareholders of Chord and Enerplus will be able to obtain free copies of the Proxy Statement and the Circular, as each may be amended from time to time, and other relevant documents filed by Chord and/or Enerplus with the SEC or on SEDAR+ (when they become available) through the website maintained by the SEC at www.sec.gov or at www.sedarplus.ca, as applicable. Copies of documents filed with the SEC by Chord will be available free of charge from Chord’s website at www.chordenergy.com under the “Investors” tab or by contacting Chord’s Investor Relations Department at (281) 404-9600 or ir@chordenergy.com. Copies of documents filed with the SEC, TSX or on SEDAR+ by Enerplus will be available free of charge from Enerplus’ website at www.enerplus.com under the “Investors” tab or by contacting Enerplus’ Investor Relations Department at (403) 298-1707.
Participants in the Solicitation
Chord, Enerplus and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Chord’s shareholders and Enerplus’ shareholders in connection with the transaction. Information regarding the executive officers and directors of Chord is included in its definitive proxy statement for its 2023 annual meeting under the headings “Item 1 – Election of Directors”, “Our Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management”, which was filed with the SEC on March 16, 2023 and is available at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1486159/000148615923000007/chrd-20230316.htm . Information regarding the executive officers and directors of Enerplus is included in its information circular and proxy statement for its 2023 annual meeting under the headings “Director Compensation” and “Executive Compensation”, which was filed on SEDAR+ on April 4, 2023 and is available at https://www.sec.gov/Archives/edgar/data/1126874/000110465923041270/tm235372d3_ex99-2.htm . Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement, the Circular and other materials when they are filed with the SEC, TSX or on SEDAR+ in connection with the transaction. Free copies of these documents may be obtained as described in the paragraphs above.
For further information:
Contact:
Chord Energy Corporation
Danny Brown, President and Chief Executive Officer
Michael Lou, Executive Vice President and Chief Financial Officer
Bob Bakanauskas, Managing Director, Investor Relations
(281) 404-9600
ir@chordenergy.com
Enerplus Corporation
Drew Mair, Sr. Manager, Investor Relations, Corporate Planning, Reserves
Krista Norlin, Sr. Investor Relations Analyst
1-800-319-6462
investorrelations@enerplus.com
Exhibit 99.2 February 21, 2024 Strategic Combination with Enerplus 1
Important Disclosures No Offer or Solicitation Communications in this document do 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 proposed transaction 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. Additional Information and Where You Can Find It Unless otherwise indicated, all dollar amounts in this presentation are stated in U.S. dollars and all references to $ are to U.S. dollars. This presentation contains references to boe (barrels of oil equivalent) and Mboe (one thousand barrels of oil equivalent). The parties have adopted the standard of six thousand cubic feet of natural gas to one barrel of oil (6 Mcf: 1 bbl) when converting natural gas to boes. The conventions boe and Mboe may be misleading, particularly if used in isolation. The foregoing conversion ratios are based on an energy equivalency conversion method primarily applicable at the burner tip and do not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value. All production volumes presented in this presentation are reported on a net basis (a company's working interest share after deduction of royalty obligations, plus the company's royalty interests), which differs from gross basis (a company's working interest before deduction of royalties) for reporting production under National Instrument 51-101 and industry practice in Canada. All references to oil in this presentation include light and tight crude oil. In connection with the proposed transaction, Chord Energy Corporation (“Chord”) and Enerplus Corporation (“Enerplus”) intend to file materials with the Securities and Exchange Commission (“SEC”) and on SEDAR+, as applicable. Chord intends to file a 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 proposed transaction, and Enerplus intends to file an information circular (the “Circular”) with the TSX and on SEDAR+ in connection with the solicitation of proxies to obtain Enerplus shareholder approval of the proposed transaction. After the Proxy Statement is cleared by the SEC, Chord intends to mail a definitive Proxy Statement to the shareholders of Chord. This document 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’s shareholders and/or Enerplus’ shareholders in connection with the proposed transaction. 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, AND OTHER RELEVANT DOCUMENTS FILED BY CHORD AND/OR ENERPLUS WITH THE SEC OR ON SEDAR+, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHORD, ENERPLUS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS. Shareholders of Chord and Enerplus will be able to obtain free copies of the Proxy Statement and the Circular, as each may be amended from time to time, and other relevant documents filed by Chord and/or Enerplus with the SEC or on SEDAR+ (when they become available) through the website maintained by the SEC at www.sec.gov or at www.sedarplus.ca, as applicable. Copies of documents filed with the SEC by Chord will be available free of charge from Chord’s website at www.chordenergy.com under the “Investors” tab or by contacting Chord’s Investor Relations Department at (281) 404-9600 or ir@chordenergy.com. Copies of documents filed with the SEC or on SEDAR+ by Enerplus will be available free of charge from Enerplus’ website at www.enerplus.com under the “Investors” tab or by contacting Enerplus’ Investor Relations Department at (403) 298-1707. Participants in the Solicitation Chord, Enerplus and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Chord’s shareholders and Enerplus’ shareholders in connection with the transaction. Information regarding the executive officers and directors of Chord is included in its definitive proxy statement for its 2023 annual meeting under the headings “Item 1 – Election of Directors”, “Our Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management”, which was filed with the SEC on March 16, 2023 and is available at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1486159/000148615923000007/chrd-20230316.htm. Information regarding the executive officers and directors of Enerplus is included in its information circular and proxy statement for its 2023 annual meeting under the headings “Director Compensation” and “Executive Compensation”, which was filed on SEDAR+ on April 4, 2023 and is available at https://www.sec.gov/Archives/edgar/data/1126874/000110465923041270/tm235372d3_ex99-2.htm. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement, the Circular and other materials when they are filed with the SEC or on SEDAR+ in connection with the transaction. Free copies of these documents may be obtained as described in the paragraphs above. 2
Cautionary Statement Regarding Forward-Looking Statements Forward-Looking Statements Certain statements in this document concerning the proposed transaction, including any statements regarding the expected timetable for completing the proposed transaction, the results, effects, benefits and synergies of the proposed transaction, 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 transaction and the anticipated impact of the proposed transaction on the combined company’s results of operations, financial position, growth opportunities, competitive position, and anticipated future performance, including maintaining Chord and Enerplus management, strategies and plans, integration, debt levels and leverage ratio, cash flows, synergies, expected accretion to cash flow per shares, free cash flow per share, net asset value and return of capital. 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 anticipated, including, but not limited to, the possibility that shareholders of Chord may not approve the issuance of new shares of Chord common stock in the proposed transaction or that shareholders of Enerplus may not approve the proposed transaction; the risk that any other condition to closing of the proposed transaction may not be satisfied, that either party may terminate the arrangement agreement or that the closing of the proposed transaction might be delayed or not occur at all; the risk that the agreement is terminated and either Chord or Enerplus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of Chord or Enerplus, including those resulting from the announcement or completion of the proposed transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Chord and Enerplus; the ability of Chord and Enerplus to retain customers, retain and hire key personnel and maintain relationship with their suppliers and customers and their impact on Chord's and Enerplus' operating results and businesses generally; the effects of the business combination of Chord and Enerplus, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk of changes in governmental regulations or enforcement practices;the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the proposed transaction. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company’s operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters. Additional factors that could cause results to differ materially from those described above can be found in Chord’s Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent Quarterly Reports on Form 10-Q, which are on file with the SEC and available from Chord’s website at www.chordenergy.com under the “Investors” tab, and in other documents Chord files with the SEC and in Enerplus’ annual information form for the year ended December 31, 2022, which is on file with the SEC and on SEDAR+ and available from Enerplus’ website at www.enerplus.com under the “Investors” tab, and in other documents Enerplus files with the SEC or on SEDAR+. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Chord nor Enerplus assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Non-GAAP Financial Measures Projected EBITDAX, net debt, and free cash flow are specified financial measures that are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). These non-GAAP measure should not be considered in isolation or as a substitute for net income (loss), operating income (loss), net cash provided by (used in) operating activities, earnings (loss) per share or any other measures prepared under GAAP. Because these non-GAAP measures exclude some but not all items that affect net income (loss) and may vary among companies, the amounts presented may not be comparable to similar metrics of other companies. Cautionary Statement Regarding Oil and Gas Quantities The SEC requires oil and gas companies, in their filings with the SEC, to disclose proved reserves, which are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible— from a given date forward, from known reservoirs, and under existing economic conditions (using unweighted average 12-month first day of the month prices), operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities of the exploration and development companies may justify revisions of estimates that were made previously. If significant, such revisions could impact Chord’s and Enerplus’ strategy and future prospects. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered. The SEC also permits the disclosure of separate estimates of probable or possible reserves that meet SEC definitions for such reserves; however, neither Chord nor Enerplus currently discloses probable or possible reserves in its SEC filings. The production forecasts and expectations of the combined company for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price declines or drilling cost increases. 3
Combination Creates a Premier Williston Basin Oil Operator + Value Enhancing Scale Significant Synergies & Accretion on Key Metrics • $10B+ market cap Williston operator with a leading production • Expected to generate up to $150MM/year in cost savings from profile (~250 Mboe/d) supported by best practices from combining best practices and field efficiencies (excludes any decades of development experience additional improvements from pro forma cost of capital) • Premier Williston footprint with ~10 years of low breakeven • Expected to be accretive to Cash Flow Per Share, Free Cash Flow locations delivering peer-leading oil-weighted production Per Share, Net Asset Value Per Share and Return of Capital Financial Strength with Upside Potential Peer-Leading Shareholder Returns • Combination creates increased scale and financial strength • Enhanced free cash flow profile and applied to a leading with equity upside potential shareholder return framework 1 • Best-in-class pro forma balance sheet (YE24E leverage: 0.2x ) • Combination is well positioned for additional index inclusion provides strategic optionality and flexibility and favorable credit ratings (1) Pro forma 2024 estimates based on mid-point of management guidance at $79/bbl WTI and $2.50/MMBtu NYMEX gas.. 4
Transaction Overview 1 • Combined ~$11B enterprise value, inclusive of Enerplus’ net debt A Premier Williston Acreage Position • Each Enerplus common share will be exchanged for 0.10125 shares of Chord common stock and US$1.84 per share in cash, representing 90% stock / 10% cash consideration Transaction Structure • Pro forma equity ownership: ~67% Chord, ~33% Enerplus • Enerplus may make a one-time special dividend prior to closing to equalize its quarterly dividend payments to those made by Chord, after giving effect to the exchange ratio, during the pendency of the transaction • Up to $150MM/year in identified administrative and operational cost synergies anticipated; will combine operational best practices to further Synergies & Accretion advance efficiencies • Accretive on all near and long-term metrics • Chord’s executive management team to lead combined company Leadership & • Board of Directors – 7 Chord representatives (including Danny Brown, serving as President and CEO), 4 Enerplus representatives (including Ian Governance Enerplus Marcellus Acreage Dundas, serving as Advisor to the CEO) • Unanimously approved by Chord and Enerplus Boards of Directors • Transaction subject to customary closing conditions, including the approval of Chord and Enerplus shareholders, the approval of the Court of King’s Approvals & Timing Bench of Alberta, the listing of Chord’s stock to be issued in the transaction on NASDAQ and regulatory approvals • Expected to close mid-year 2024 Combination of premier Williston operators creates an oil-weighted pure play, positioned to deliver significant free cash flow (1) As of 2/20/2024 5
Enhanced Scale Delivering Williston Leading Production and Operations Value Enhancing Scale Significant Synergies Financial Strength Shareholder Returns Pro Forma 1 • Combined inventory supports ~10 years of development Market Cap ($B) $7.0 $3.4 $10.4 • Creates a leading Williston operator, combining best practices from decades of in-basin Enterprise Value ($B) $7.1 $3.9 $11.1 development by Chord and Enerplus Production (Mboe/d) 176 103 279 Williston Production (Mboe/d) 176 78 254 • Company positioned to optimize development in Williston and drive value for investors Williston Acreage (‘000) 1,025 236 1,261 2 Williston Net Production by Operator (Mboe/d) 254 214 190 176 121 111 94 78 54 Leading Williston production profile supported by best practices from decades of development experience (1) At 2024E development pace. Economic locations (>10% IRR @ $60/Bbl WTI flat). Source: Management estimates. 6 (2) 3Q23 reported Williston production. Pro forma Q4 2023 Williston production is 262 mboe/d.
Chord Elevates Into Large-Cap Peer Group, with Highest Oil Weighting Value Enhancing Scale Significant Synergies Financial Strength Shareholder Returns 1 New Large-Cap Peers Prior Peers Market Capitalization ($B) $18.7 $13.7 $12.4 $11.5 $10.4 $7.0 $7.0 $6.4 $4.6 $4.5 $3.4 CTRA MRO OVV PR PF CHRD + ERF MTDR CHRD CIVI SM MGY ERF 2 Oil Production (%) 58% 56% 53% 49% 48% 48% 47% 44% 41% 30% 14% CHRD PF CHRD + ERF ERF CIVI MTDR PR MRO SM MGY OVV CTRA ♦ Chord’s single-basin footprint and oil weighting provide a leading platform for scale and returns Note: Pro Forma metrics based on 90% stock / 10% cash transaction with 0.10125 equity exchange ratio and $1.84/share in cash. Metrics based on Wall Street Consensus estimates as of 2/20/2024. 7 (1) APA Corporation would also be in the large-cap peer group, however, excluded from this presentation due to pending merger with Callon. (2) 3Q23 reported production.
Combined Company = Single-Basin Focus, Top-Tier, High-Return Inventory Value Enhancing Scale Significant Synergies Financial Strength Shareholder Returns 1 New Large-Cap Peers Prior Peers <$60 Breakeven Inventory | Number of Locations Enverus Data Pro Forma Chord Inventory Highlights 3,833 • Chord’s conservative spacing and transition to 3-mile laterals drives significant value • Enerplus’ strong core inventory drives outperformance vs. peers • Since 2022, Chord + Enerplus have TIL’ed 30% of the top 100 wells based on >6 months of oil production, while having TIL’ed only 15% of all wells in that timeframe with >6 months of production • >40% of pro forma inventory now positioned for 3-mile laterals with upside potential 2,379 • Strong execution, high-quality resource, and innovation result in robust Williston Basin economics 1,824 1,793 1,352 1,321 1,272 840 675 552 400 OVV MRO Pro Forma CTRA CIVI PR CHRD MTDR SM ERF MGY ♦ Chord’s Williston footprint will have more than a decade of low breakeven locations delivering peer-leading oil-weighted production (1) Enverus data for CHRD, ERF and peers. Management view of CHRD and ERF inventory may differ from Enverus. 8
Complementary Combination Results in Significant Synergies Value Enhancing Scale Significant Synergies Financial Strength Shareholder Returns Combination drives >$750MM (After-Tax PV-10) of estimated synergies, as a result of up to $150MM/year in expected cost savings After-Tax PV-10 > $750MM Initiates in late 2025, largely realized in 2026 Beginning in 2025 Up to $55MM Up to $150MM Beginning immediately and growing in 2025 Up to $55MM Up to $40MM General and Drilling, Completions & Lease Operating Total Administrative Facilities Expenses Synergies Chord has a proven track record of capturing and growing synergistic value in Williston merger integration 9
Combination Has Superior Profitability and Best-in-Class Balance Sheet Value Enhancing Scale Significant Synergies Financial Strength Shareholder Returns Superior Profitability Best-in-Class Balance Sheet • Premier, oil-weighted footprint drives superior EBITDA margins • Significant liquidity and minimal near-term maturities • Upside to margins with combined best practices and operational efficiencies • Best-in-class balance sheet provides strategic optionality and flexibility 2024E EBITDA Margins YE 2024E Net Debt / 2024E EBITDA ($/boe vs. Peer Average) (x vs. Peer Average) $29 0.7x $25 0.2x ♦ Chord’s premier, oil-weighted Williston footprint drives superior profitability, complemented by significantly lower leverage Note: Pro Forma metrics based on 90% stock / 10% cash transaction with 0.10125 equity exchange ratio and $1.84/share in cash. Metrics based on Wall Street Consensus Estimates as of 2/20/2024. 10
Chord Delivers for its Shareholders Value Enhancing Scale Significant Synergies Financial Strength Shareholder Returns Combination Supports Chord’s Leading Return Framework Demonstrated History of Returning Capital to Shareholders 1 Free Cash Flow (2024E) Total Shareholder Return Since January 2021 >50% increase in free cash ($B) (%) flow and return of capital 500% ~$1.2 462% 400% ~$0.8 300% New Peer 245% Median 200% Standalone Pro Forma 100% WTI 62% Capital Allocation 32% S&P 500 -- • Maintain program of returning 75%+ of free cash flow to investors • Reaffirm annual $5.00/share base dividend (100%) • Underpinned by share buybacks and supplemented with variable dividends Chord has consistently returned more capital to shareholders than its large-cap peer group Source: FactSet, Company Filings. Market data as of 2/20/2024. 11 Note: Peer set includes CTRA, OVV, MRO and PR. (1) Pro forma 2024 estimates based on mid-point of management guidance at $79/bbl WTI and $2.50/MMBtu NYMEX gas.
Transformational Value Proposition Value Enhancing Scale Significant Synergies Financial Strength Shareholder Returns 1 2024E EBITDA Multiple 2024E Free Cash Flow Yield (x) (%) 14% 5.0x 12% 4.4x 11% 4.3x 4.1x 10% 3.8x 8% Pro Forma Chord represents a transformational value proposition that has significant equity upside Note: Pro Forma metrics based on 90% stock / 10% cash transaction with 0.10125 equity exchange ratio and $1.84/share in cash. Metrics based on Wall Street Consensus Estimates as of 2/20/2024. APA Corporation would also be in the large-cap peer group, however, excluded from this presentation due to pending merger with Callon. 12 (1) Defined as free cash flow divided by enterprise value.
Combination Creates a Premier Williston Basin Oil Operator Significant and Resilient A Premier Williston Operator Enhances Position as with Top-TierAssets Free Cash Flow Generation Low-Cost Operator Enhances size and scale with high quality assets across ~1.3MM net acres and low Expected to generate up to breakeven inventory pricing ~$150MM/year in identified administrative Expected ~$1.2B of FCF in 2024 with a and operational / capital synergies while 2 combined reinvestment rate of ~51% Commitment to continuous improvement combining operational best practices to across its business, including its further advance efficiencies 1 environmental footprint Compelling Long Term Capital Returns Program to Maintains Best in Class Value Proposition Balance Sheet Deliver Significant Value Attractive valuation vs. new peer set results in compelling investment opportunity 2 Peer leading return-of-capital program YE24E Net Debt / EBITDA of 0.2x through base dividends, share buybacks All shareholders expected to immediately Strong financial capacity and variable dividends benefit from compelling pro forma metrics vs. peers Combination allows for significant shareholder value creation and equity upside (1) Please refer to Chord website (www.chordenergy.com) and Enerplus website (www.enerplus.com) for ESG disclosure and reporting. Enerplus published it latest ESG report in June 2023 13 (2) Pro forma 2024 estimates based on mid-point of management guidance at $79/bbl WTI and $2.50/MMBtu NYMEX gas..
Combination Creates a Premier Williston Basin Oil Operator Significant Synergies & Value Enhancing Scale Accretion on Key Metrics Financial Strength with Peer-Leading Upside Potential Shareholder Returns 14
Appendix
Premier Leadership Team Aligned with Shareholders Chord Leadership Team • Strong strategic and cultural alignment Danny Brown Susan Cunningham Ian Dundas Director, President & Chief • Talented team brings operating best Board Chair Director & Advisor to CEO Executive Officer practices • Former Whiting director since September • Former Oasis director & CEO since April • Current Enerplus director & CEO since • Management team with deep energy 2020 2021 2013 industry, M&A and operational • Former EVP, US Onshore at Anadarko; • Multiple roles at Enerplus before CEO • Former EVP, EHSR and New Frontiers at backgrounds Noble Energy Former EVP, Deepwater/International at including COO and VP BD Anadarko • Multiple roles at Texaco, Statoil, and • Several executive positions in merchant • Significant Williston experience Amoco banking prior to Enerplus • Experience from Anadarko, ConocoPhillips, Encana, Enerplus, Noble Energy & Ranger Oil • Management equity compensation program focused on driving shareholder value creation Michael Lou Darrin Henke Shannon Kinney Chief Financial Officer Chief Operating Officer General Counsel • Former Oasis EVP and CFO since • Former President and CEO of Ranger Oil • Former VP, Deputy General Counsel, August 2011 Corporation since 2020 Chief Compliance Officer and Corporate Secretary for ConocoPhillips • Former Oasis SVP, Finance, President • Former CEO of Gary Permian & Gary and Director at Oasis Midstream Partners Petroleum Partners, LLC • Former Deputy General Counsel and Corporate Secretary at TPC Group • 10 Years Investment Banking Experience • Former VP at Encana 15
Complementary Combination Results in Significant Synergies Expected to generate up to ~$150MM/year in cost savings, excluding additional improvements from pro forma cost of capital • Capitalize on each companies’ expertise to drive down drilling days by area • Development plan optimization and expand 3-mile lateral opportunity Drilling, Completions & Beginning in 2025 • Improve and optimize completions and non-productive time Up to $55MM Facilities • Field operations optimization and technology implementation • Standardized/modular facilities • Improving artificial lift run-time and overall downtime Lease Operating Initiates in late 2025, largely • Chemicals management Up to $55MM realized in 2026 Expenses • Field operations optimization and technology implementation General and Beginning immediately and • Leadership expected to be supported by key contributors across both Up to $40MM organizations growing in 2025 Administrative Combined best practices, operational efficiencies and increased continuous development operations of top After-Tax PV-10 of Williston operators… with Chord’s proven track record of capturing and growing synergistic value in >$750MM Synergies Williston merger integration 16