Chord Energy to acquire Enerplus for 0.10125 shares + $1.84 cash per share
Chord Energy Corp
Consideration: 0.10125 Chord shares + $1.84 cash per Enerplus share; deal structured as plan of arrangement under Alberta law.
Termination fees: Chord pays $240M, Enerplus pays $127M if deal fails under specified conditions.
Post-closing board: up to 11 members; 7 from Chord (incl. CEO Daniel Brown), up to 4 from Enerplus (incl. Hilary Foulkes, Ian Dundas).
Ian Dundas to serve as advisor to Chord CEO for 12 months post-closing with $500K salary and $2M RSU award.
Closing expected by Feb 2025 (extendable to Aug 2025); subject to 66 2/3% Enerplus shareholder approval, majority Chord stockholder approval, and regulatory clearances.
Effective as of immediately following the Effective Time, Mr. Dundas will be terminated from his employment as President and Chief Executive Officer of Enerplus
Pursuant to the Letter Agreement, effective as of immediately following the Effective Time, Mr. Dundas will serve as advisor to the Chief Executive Officer of Chord.
During the Term, Mr. Dundas will also serve as a member of the Board.
Key facts
Extracted from this filing and checked against the source text.
Executive changeSEC 8-K Item 5.02confidence 1.0
Ian C. Dundas was terminated as President and Chief Executive Officer of Enerplus at Chord Energy Corp.
Action
terminated
Role
President and Chief Executive Officer of Enerplus
Exact text from the filing
Effective as of immediately following the Effective Time, Mr. Dundas will be terminated from his employment as President and Chief Executive Officer of Enerplus
Ian C. Dundas was appointed as advisor to the Chief Executive Officer at Chord Energy Corp.
Action
appointed
Role
advisor to the Chief Executive Officer
Exact text from the filing
Pursuant to the Letter Agreement, effective as of immediately following the Effective Time, Mr. Dundas will serve as advisor to the Chief Executive Officer of Chord.
Material AgreementsSEC 8-K Item 1.01/1.02confidence 0.9
Chord Energy Corp entered into Arrangement Agreement with Enerplus Corporation (effective 2024-02-21).
Action
entry
Agreement
merger
Counterparty
Enerplus Corporation
Effective
2024-02-21
Exact text from the filing
Chord Energy Corporation, a Delaware corporation (“Chord”), 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”), and Enerplus Corporation, a corporation existing under the laws of the Province of Alberta, Canada (“Enerplus”), entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, Chord has agreed to acquire Enerplus in a stock-and-cash transaction, subject to satisfaction of certain closing conditions.
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