Core Viewpoint - Chord Energy Corporation has announced the upsizing and pricing of its private placement of $750 million in senior unsecured notes, which will be used primarily for funding an acquisition of oil and gas assets from XTO Energy, Inc. [1][2] Group 1: Notes Offering Details - The Notes Offering has been increased from an initially planned $500 million to $750 million in aggregate principal amount, with the notes priced at par [1] - The offering is expected to close on September 30, 2025, subject to customary closing conditions [1] - The notes will be unsecured and senior obligations of the company, guaranteed by existing and future domestic subsidiaries [1] Group 2: Use of Proceeds - The net proceeds from the Notes Offering will be allocated for funding the acquisition of oil and gas assets in the Williston Basin from XTO Energy, covering related costs and expenses, and for general corporate purposes including repayment of borrowings [2] Group 3: Special Mandatory Redemption - The notes will be subject to a "special mandatory redemption" if the XTO Acquisition does not occur by June 30, 2026, with a potential extension to September 30, 2026 [3] - The redemption price will be 100% of the principal amount plus accrued interest, or 101% if the redemption trigger occurs after June 30, 2026 [3] Group 4: Company Overview - Chord Energy Corporation is an independent exploration and production company focused on sustainable long-lived assets primarily in the Williston Basin, emphasizing capital discipline and free cash flow generation [6]

Core Viewpoint - Chord Energy is acquiring Williston Basin assets from Exxon Mobil's XTO Energy for $550 million, enhancing its position in the Bakken shale with significant operational and financial benefits [1][4]. Company Summary - The acquisition involves 48,000 net acres, with 86% operated and 100% held by production, and is expected to yield approximately 9,000 barrels of oil equivalent per day, of which 78% is oil [1]. - The deal adds 90 net drilling locations to Chord's inventory, allowing for efficient three- and four-mile laterals, which aligns with the company's strategy to lower breakeven costs [2]. - CEO Danny Brown emphasized that the acquisition is "highly accretive" and will support sustainable free cash flow generation while maintaining net leverage below 0.6x, with expectations to drop below 0.5x by mid-2026 [3]. Industry Context - The acquisition reflects a broader trend of consolidation in the U.S. shale industry, where companies are acquiring premium acreage as drilling inventory becomes limited [4]. - Chord has been active in mergers and acquisitions, including its previous mergers with Oasis Petroleum and Whiting Petroleum, and its recent combination with Enerplus, indicating a commitment to disciplined growth [4]. - Exxon Mobil's sale of these assets aligns with its strategy to streamline its unconventional portfolio and focus on its Permian Basin operations and global LNG growth [5]. Financial Strategy - Chord Energy has reaffirmed its shareholder return policy, committing to distribute at least 50% of adjusted free cash flow when leverage is between 0.5x and 1.0x, and over 75% when below 0.5x [5]. - The company has repurchased $83 million in shares in the third quarter, demonstrating a focus on balancing growth with capital returns [5]. Future Positioning - If the acquisition is completed, Chord Energy will be positioned as one of the most inventory-rich operators in the Bakken, enhancing its flexibility for long-lateral development and ability to sustain free cash flow through commodity cycles [6].

Core Viewpoint - Chord Energy Corporation plans to offer $500 million in senior unsecured notes due 2030 to fund the acquisition of oil and gas assets from XTO Energy and cover related expenses [1][2]. Group 1: Notes Offering - The company intends to offer $500 million in aggregate principal amount of senior unsecured notes due 2030 in a private placement [1]. - The net proceeds from the Notes Offering will be used for funding the acquisition of certain oil and gas assets in the Williston Basin from XTO Energy and for paying associated costs [2]. - The final terms and amounts of the Notes are subject to market conditions and may differ from initial expectations [2]. Group 2: Redemption Terms - The Notes will have a "special mandatory redemption" clause if the XTO Acquisition does not occur by June 30, 2026, with a potential extension to September 30, 2026 [3]. - The redemption price will be 100% of the principal amount plus accrued interest, or 101% if the redemption trigger occurs after June 30, 2026 [3]. Group 3: Regulatory Information - The Notes have not been registered under the Securities Act of 1933 and are being offered only to qualified institutional buyers and non-U.S. persons [4]. - This press release is for informational purposes and does not constitute an offer to sell or solicit an offer to buy any security [5]. Group 4: Company Overview - Chord Energy Corporation is an independent exploration and production company focused on the Williston Basin, emphasizing capital discipline and free cash flow generation [6].

Core Viewpoint - Chord Energy, a U.S. energy firm, announced its acquisition of assets in the Williston Basin from Exxon Mobil's unit XTO Energy for a total of $550 million [1] Company Summary - Chord Energy is expanding its asset portfolio by purchasing from XTO Energy, indicating a strategic move to enhance its operational footprint in the Williston Basin [1] - The acquisition price of $550 million reflects Chord Energy's commitment to growth and investment in key energy regions [1] Industry Summary - The transaction highlights ongoing consolidation trends within the energy sector, particularly in regions like the Williston Basin, which is known for its oil production potential [1] - The deal may signal increased competition and investment in the U.S. energy market as companies seek to optimize their asset bases [1]

Core Insights - Chord Energy Corporation has announced a definitive agreement to acquire assets in the Williston Basin from XTO Energy Inc. for a total cash consideration of $550 million, which will be funded through cash on hand and borrowings [1][3][5] Acquisition Details - The acquisition includes 48,000 net acres in the Williston core, with an 86% operated working interest and a 100% held by production [5] - The assets are expected to enhance Chord's existing footprint, facilitating long-lateral development and improving operational efficiencies [3][5] - The expected near-term production from the acquired assets is approximately 9 MBoepd, with a projected low base decline rate of around 23% [5] Financial Implications - The transaction is anticipated to be accretive to key metrics such as cash flow, free cash flow, and net asset value in both the near and long term [5] - Post-transaction adjusted net leverage is expected to be between 0.5x and 0.6x, with a return of capital framework that calls for distributing over 50% of adjusted free cash flow at net leverage levels between 0.5x and 1.0x [4][5] Strategic Alignment - The acquisition aligns with Chord's strategic objectives, focusing on disciplined capital allocation and continuous improvement in operational efficiency [3][4] - Chord has a history of successful integration and execution, which is expected to support the incorporation of the new assets into its portfolio [3][4]

Company Overview - Chord Energy (NASDAQ: CHRD) is engaged in oil and gas exploration and production in the United States, with a focus on the Williston Basin [1] Investment Focus - The company is not part of the integrated oil and gas industry, indicating a specialized operational focus [1] - The investment strategy emphasizes value companies linked to commodity production, particularly those with sustained free cash flows, low leverage, and sustainable debt [1] Market Positioning - Chord Energy targets companies that are in distress but have high recovery potential, particularly in sectors not widely considered by the market, such as oil & gas, metals, and mining [1] - The company is interested in emerging markets that exhibit high margins and present good medium to long-term investment opportunities [1] Shareholder Value - Chord Energy maintains a solid pro-shareholder attitude, with a focus on sustained buyback programs and dividend distributions over time [1]

Core Insights - The analyst has over 10 years of experience researching more than 1000 companies across various sectors, including commodities and technology [1] - The focus has shifted from writing a blog to creating a value investing-focused YouTube channel, indicating a transition in content delivery methods [1] - The analyst expresses a particular interest in metals and mining stocks, while also being comfortable with other industries such as consumer discretionary, REITs, and utilities [1] Company and Industry Summary - The research covers a wide range of industries, highlighting the analyst's versatility in understanding different market dynamics [1] - The analyst's experience includes in-depth analysis of both established companies like Google and emerging market stocks, suggesting a comprehensive approach to investment research [1] - The transition to a YouTube channel may reflect a growing trend in how investment insights are shared and consumed in the digital age [1]

Core Insights - Saturn Oil & Gas Inc. has announced a corporate update highlighting increased production forecasts for 2025, reduced capital expenditures, strategic tuck-in acquisitions, and the appointment of Lynn Peterson as an independent board member [2][4][10] Production and Financial Updates - The company has revised its 2025 exit production forecast to 43,000 to 44,000 boe/d, representing a 12% increase over the original guidance of 38,000 to 40,000 boe/d [4][8] - The average annual production is expected to rise by 8% to a range of 41,000 to 43,000 boe/d [4][8] - Development capital expenditures have been reduced by 18% to a range of $245 to $265 million from the previous estimate of $300 to $320 million [4][6][8] - The net debt to adjusted EBITDA ratio is projected to remain stable at 1.2 to 1.4 times, consistent with prior guidance [4][8] Strategic Acquisitions - Saturn has engaged in approximately $85 million of strategic tuck-in acquisitions within its core areas in southeast Saskatchewan and Central Alberta, enhancing production and operational efficiency [5][14] - The tuck-in acquisitions are expected to add approximately 5,400 boe/d of production, with an average production addition cost of $15,900 per flowing barrel [8][14] - The company has identified 145 gross (125 net) OHML Midale/Torquay locations in southeast Saskatchewan as part of its acquisition strategy [8][14] Operational Performance - Year-to-date drilling performance has exceeded expectations, averaging nearly 1,000 boe/d higher than original forecasts, with several wells ranking among the top in the Bakken and Viking regions [11][12] - The company’s OHML development program in Saskatchewan has demonstrated strong capital efficiencies, with notable well performance [12][13] Board Appointment - Lynn A. Peterson has been appointed to the Board of Directors, bringing over 40 years of energy industry experience, including leadership roles in significant energy companies [7][10]

Core Viewpoint - Chord Energy Corporation (CHRD) shares have declined 2.6% following the release of second-quarter 2025 results, primarily due to weaker-than-expected earnings and a significant $539 million goodwill impairment overshadowing production growth and guidance [1][8]. Q2 Results - The company reported adjusted earnings of $1.79 per share, missing the Zacks Consensus Estimate of $1.88, and a significant decline from $4.69 in the same quarter last year [2][8]. - On a GAAP basis, the company recorded a net loss of $6.77 per share due to a $539 million non-cash goodwill impairment charge [2][8]. - Total quarterly revenues were $1,181 million, falling short of the Zacks Consensus Estimate of $1,295 million and down from $1,261 million in the prior year [2]. Operational Performance - Oil production averaged 156.7 thousand barrels per day (MBopd), an increase from 118.1 MBopd in the prior-year quarter [4]. - Total production reached 281.9 thousand barrels of oil equivalent per day (MBoepd), up from 207.2 MBoepd a year ago [4]. - Natural gas production was 425.9 million cubic feet per day (MMcf/D), up from 291.5 MMcf/D in the previous year [4]. - Natural gas liquids production totaled 54.1 MBbls/d, higher than 40.5 MBbls/d a year ago [4]. Realized Prices - The average realized crude oil price was $61.62 per barrel, down from $78.89 in the prior year [5]. - The average realized natural gas price increased to $1.10 per thousand cubic feet from 67 cents a year ago [5]. - Realized natural gas liquids price decreased to $5.80 per barrel from $9.99 in the same quarter last year [5]. Total Expenses - Lease operating expenses totaled $257 million, up from $176.6 million in the prior-year quarter [6]. - Gathering, processing, and transportation expenses increased to $74.1 million from $63.1 million in the comparable period of 2024 [6]. - Total operating expenses reached $1,583.3 million, up from $987.1 million in the previous year [6]. Balance Sheet & Liquidity - As of June 30, 2025, Chord Energy held cash and cash equivalents of $40.5 million, with long-term debt at $918.9 million [7]. - Liquidity stood at $1.83 billion, including credit facility availability [7]. - Capital expenditure amounted to $355.6 million, at the low end of the expected range [7]. Outlook for 2025 - Chord Energy expects oil production of 151.8-154.1 MBopd and total production of 272.5-278.3 MBoepd for 2025 [9]. - The company anticipates adjusted EBITDA of $2.4 billion and adjusted free cash flow of $850 million for the year [9]. - Capital expenditures for exploration and production are projected between $1.32 billion and $1.38 billion, with plans to complete 115-135 gross operated wells in Q3 2025 [9].

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20%E2%80%94%20Financial%20Statements%20%28Unaudited%29) The unaudited financial statements for Q2 2025 reflect a significant net loss driven by a **$539.3 million goodwill impairment**, decreasing total assets to **$12.55 billion** [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$12.55 billion** as of June 30, 2025, primarily due to the complete write-off of **$530.6 million** in goodwill Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$12,546,596** | **$13,032,007** | **($485,411)** | | Cash and cash equivalents | $40,487 | $36,950 | $3,537 | | Total property, plant and equipment, net | $10,810,484 | $10,686,169 | $124,315 | | Goodwill | $— | $530,616 | ($530,616) | | **Total Liabilities** | **$4,450,372** | **$4,329,745** | **$120,627** | | Long-term debt | $918,901 | $842,600 | $76,301 | | **Total Stockholders' Equity** | **$8,096,224** | **$8,702,262** | **($606,038)** | - Goodwill was reduced to **zero** as of June 30, 2025, from **$530.6 million** at the end of 2024, due to a non-cash impairment charge[23](index=23&type=chunk)[43](index=43&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a Q2 2025 net loss of **$389.9 million**, primarily driven by a **$541.9 million impairment charge**, despite **$1.18 billion** in total revenues Key Operating Results (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $1,180,560 | $1,260,680 | $2,395,606 | $2,345,940 | | Operating Income (Loss) | ($403,215) | $289,021 | ($65,222) | $561,960 | | Impairment and Exploration | $541,940 | $1,485 | $543,923 | $7,639 | | **Net Income (Loss)** | **($389,905)** | **$213,361** | **($170,068)** | **$412,715** | | Diluted EPS | ($6.77) | $4.25 | ($2.93) | $8.87 | - A significant non-cash impairment charge of **$539.3 million** related to goodwill was recognized in the three and six months ended June 30, 2025, leading to a substantial **net loss**[27](index=27&type=chunk)[43](index=43&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations increased to **$1.08 billion** for the first half of 2025, with significant cash used in investing and financing activities Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,076,703 | $867,574 | | Net cash used in investing activities | ($677,782) | ($1,150,576) | | Net cash provided by (used in) financing activities | ($395,384) | $162,393 | | **Increase (decrease) in cash** | **$3,537** | **($120,609)** | - Major uses of cash in financing activities for the first six months of 2025 included **$274.0 million** for common stock repurchases and **$168.8 million** for dividend payments[33](index=33&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes detail the Enerplus acquisition, a **$539.3 million** goodwill impairment, debt refinancing, and significant shareholder returns - The acquisition of Enerplus Corporation was completed on May 31, 2024, and accounted for under the acquisition method, with the purchase price allocation finalized as of June 30, 2025[40](index=40&type=chunk)[41](index=41&type=chunk) - A goodwill impairment test on June 30, 2025, triggered by a decrease in the company's stock price and commodity prices, resulted in a non-cash impairment charge of **$539.3 million**, reducing goodwill to **zero**[43](index=43&type=chunk)[60](index=60&type=chunk) - In March 2025, the company issued **$750.0 million** of 6.750% senior unsecured notes due 2033 and used the proceeds to redeem its **$400.0 million** of 6.375% senior notes due 2026[91](index=91&type=chunk)[94](index=94&type=chunk) - During the first six months of 2025, the company repurchased **2.6 million shares** for **$271.5 million** and declared total dividends of **$2.60 per share**[114](index=114&type=chunk)[117](index=117&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20%E2%80%94%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the Q2 2025 net loss to a **$539.3 million** goodwill impairment, despite increased production and strong **$1.83 billion** liquidity [Overview and Recent Developments](index=32&type=section&id=Overview%20and%20Recent%20Developments) Chord Energy experienced a **$539.3 million** goodwill impairment in Q2 2025 due to volatile commodity prices, while maintaining capital discipline - The company's revenue and profitability are substantially dependent on fluctuating crude oil, NGL, and natural gas prices, which are beyond its control[133](index=133&type=chunk) - Due to market volatility and a decrease in crude oil prices during Q2 2025, the company assessed goodwill for impairment and recognized a non-cash charge of **$539.3 million**[134](index=134&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Q2 2025 revenues decreased due to lower commodity prices, despite higher production, with operating expenses dominated by a **$539.3 million** goodwill impairment Production and Realized Prices (Q2 2025 vs Q1 2025) | Metric | Q2 2025 | Q1 2025 | Change | | :--- | :--- | :--- | :--- | | Avg. Daily Production (Boepd) | 281,858 | 270,855 | +4.1% | | Avg. Crude Oil Sales Price (/Bbl) | $61.62 | $69.11 | -10.8% | | Avg. NGL Sales Price (/Bbl) | $5.80 | $14.18 | -59.1% | | Avg. Natural Gas Sales Price (/Mcf) | $1.10 | $2.30 | -52.2% | - The decrease in Q2 2025 revenue compared to Q1 2025 was primarily driven by lower realized commodity prices, which offset the increase in production volumes[143](index=143&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - General and administrative expenses decreased in Q2 2025 compared to Q1 2025, mainly due to lower employee compensation and a reduction in merger-related costs from the Enerplus Arrangement[157](index=157&type=chunk) - Compared to the first six months of 2024, DD&A expense for the same period in 2025 increased by **$330.0 million**, primarily due to a higher depletion rate and increased production volumes following the Enerplus acquisition[169](index=169&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) Chord Energy maintained **$1.83 billion** in liquidity as of June 30, 2025, with cash used for capital expenditures, share repurchases, and debt refinancing - The company maintained a strong liquidity position with **$1,830.6 million** available as of June 30, 2025[178](index=178&type=chunk) - In August 2025, the Board of Directors authorized a new **$1.0 billion** share repurchase program, replacing the previous **$750.0 million** program[199](index=199&type=chunk)[119](index=119&type=chunk) Six Months 2025 Cash Flow Summary (in thousands) | Category | Amount | | :--- | :--- | | Net cash provided by operating activities | $1,076,703 | | Net cash used in investing activities | ($677,782) | | Net cash used in financing activities | ($395,384) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20%E2%80%94%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages commodity price, interest rate, and counterparty risks using derivatives and fixed-rate debt, with a **10%** crude oil price change impacting derivative fair value by **$55 million** - The company uses derivative instruments to partially reduce the risk of volatile commodity prices for crude oil, NGLs, and natural gas[205](index=205&type=chunk) - A **10%** increase in crude oil prices would reduce the fair value of the company's unrealized derivative asset position by approximately **$54.5 million**, while a **10%** decrease would increase it by **$56.4 million**[206](index=206&type=chunk) - Interest rate risk exists on the **$180.0 million** of borrowings under the variable-rate Credit Facility as of June 30, 2025, while **$750.0 million** of senior notes carry a fixed interest rate[208](index=208&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20%E2%80%94%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, while integrating Enerplus's internal controls post-acquisition - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of the end of the quarter, June 30, 2025[213](index=213&type=chunk) - Following the acquisition of Enerplus on May 31, 2024, the company is in the process of incorporating Enerplus's controls and procedures into its own system of internal control over financial reporting[214](index=214&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20%E2%80%94%20Legal%20Proceedings) The company refers to Note 16 for material legal proceedings, with no new significant updates in this section - For discussion of material legal proceedings, the company refers to Note 16 in the financial statements[217](index=217&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20%E2%80%94%20Risk%20Factors) No material changes to risk factors were reported from the 2024 Annual Report on Form 10-K - There have been no material changes in risk factors from those described in the 2024 Annual Report[219](index=219&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20%E2%80%94%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Chord Energy repurchased **605,621 shares** for **$55.0 million** in Q2 2025 under its program, with no unregistered equity sales Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | | :--- | :--- | :--- | :--- | | April 2025 | 573,025 | $90.68 | 494,344 | | May 2025 | 116,455 | $89.91 | 111,277 | | June 2025 | — | — | — | | **Total** | **689,480** | **$90.55** | **605,621** | - In August 2025, the Board authorized a new **$1.0 billion** share repurchase program, which replaces the previous **$750 million** program[221](index=221&type=chunk)