HOUSTON, March 10, 2025 /PRNewswire/ -- Chord Energy Corporation (NASDAQ: CHRD) (the "Company," "we," "us," or "our"), today announced the pricing of its cash tender offer to purchase (the "Offer") any and all of the outstanding 6.375% senior notes due 2026 (the "Notes") on the terms set forth in the table below. The table below sets forth the applicable Reference Yield and Consideration for the 2026 Notes, as calculated at 10:00 a.m., New York City time, today, March 10, 2025, in accordance with the Offer to Purchase.
Chord Energy Logo (PRNewsfoto/Chord Energy)
Series of Notes
CUSIP Numbers(1)
Aggregate Principal Amount Outstanding
U.S. Treasury Reference Security(2)
Reference Yield(2)
Bloomberg Reference Page(2)
Fixed Spread(2)
Consideration(2)
6.375% Senior Notes due 2026(1)
674215AL2/ U65204AD8
$400,000,000
4.250% U.S. Treasury due May 31, 2025
4.428 %
FIT3
50 bps
$1,002.91
(1)
No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. It is provided solely for the convenience of holders of the Notes.
(2)
Per $1,000 principal amount of 2026 Notes validly tendered and accepted for purchase, including through the Guaranteed Delivery Procedures (as defined below), at or prior to the Expiration Date (as defined below), and not validly withdrawn prior to the Withdrawal Deadline, for the Offer; excludes the accrued interest to be payable on the 2026 Notes and assumes a settlement date on March 13, 2025. The Consideration is based on the fixed spread specified in the table above (the "Fixed Spread"), plus the yield to maturity of the U.S. Treasury Reference Security (the "Reference Yield") based on the bid-side price of the U.S. Treasury Reference Security specified above (the "Reference Page") at 10:00 a.m., New York City time, today, March 10, 2025. The sum of the Fixed Spread and the Reference Yield is referred to as the "Repurchase Yield." The formula for determining the Consideration and Accrued Interest is set forth on Annex A of the Offer to Purchase (as defined below).
The Offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated March 3, 2025 (the "Offer to Purchase"). Holders of the 2026 Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer. There is no letter of transmittal for the Offer. The Offer is not conditioned on any minimum amount of the 2026 Notes being tendered but is subject to certain other conditions as described in the Offer to Purchase. Subject to applicable law, the Company may amend, extend or terminate the Offer in its sole discretion. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
The Offer will expire at 5:00 p.m., New York City time, today, March 10, 2025, unless extended or terminated by the Company (such time and date, as the same may be extended or terminated by the Company in its sole discretion, subject to applicable law, the "Expiration Date"). Tendered Notes may be withdrawn at any time (i) at or prior to the earlier of (x) the Expiration Date and (y) in the event that the Offer is extended, the tenth business day after commencement of the Offer, and (ii) after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement (such time and date, as the same may be extended by us in our sole discretion, the "Withdrawal Deadline"), but may not thereafter be validly withdrawn, unless otherwise required by applicable law.
Holders of the 2026 Notes must validly tender their 2026 Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date, and not validly withdraw their 2026 Notes prior to the Withdrawal Deadline, in order to be eligible to receive the Consideration. Accrued and unpaid interest will be paid on all 2026 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is expected to be on March 13, 2025.
For holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase (including the Financing Condition and the General Conditions), the deadline to validly tender their 2026 Notes using the guaranteed delivery procedures set forth in the Offer to Purchase (the "Guaranteed Delivery Procedures") will be the second business day after the Expiration Date, which is expected to be 5:00 p.m., New York City time, on March 12, 2025, unless extended by us in our sole discretion subject to applicable law.
The Company has retained Wells Fargo Securities, LLC to act as the dealer manager and Global Bondholder Services Corporation to act as the tender and information agent for the Offer. For additional information regarding the terms of the Offer, please contact Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free), (704) 410-4820 (collect) or liabilitymanagement@wellsfargo.com. Requests for copies of the Offer to Purchase and questions regarding the tendering of 2026 Notes may be directed to the Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (855) 654-2015 (all others, toll-free) or email contact@gbsc-usa.com. The Offer to Purchase, and the related Notice of Guaranteed Delivery are available at the following website: www.gbsc-usa.com/chord/.
None of the Company, the Dealer Manager, the Tender and Information Agent or the trustee (nor any director, officer, employee, agent or affiliate of, any such person) makes any recommendation whether Holders should tender or refrain from tendering 2026 Notes in the Offer, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their 2026 Notes and, if so, the principal amount of the 2026 Notes to tender. Holders of the 2026 Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer.
This press release is for informational purposes only and does not constitute (i) a notice of redemption or satisfaction and discharge under the indenture governing the 2026 Notes, nor (ii) an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is only being made pursuant to the Offer to Purchase. In those jurisdictions where the securities, blue sky, or other laws require any tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
From time to time after completion of the Offer, the Company or its affiliates may purchase additional 2026 Notes in the open market, in privately negotiated transactions, through tender or exchange offers, or other methods, or the Company may redeem 2026 Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the 2026 Notes than the terms of the Offer.
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. The information on, or that can be accessed through, our website is not incorporated by reference into, and is not part of, this press release.
The information in this press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, including statements regarding the timing for the closing of the Offer and the satisfaction of the conditions to the closing of the Offer, are forward-looking statements. When used in this press release, the words "could," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," "goal," "plan," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that prevent, delay, or negatively impact the Offer, and other financial, operational, and legal risks and uncertainties detailed from time to time in the Company's cautionary statements contained in its filings with the U.S. Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, under the caption "Risk Factors," as may be updated from time to time in the Company's periodic filings with the SEC.
Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These forward-looking statements represent the Company's judgment as of the date of this press release. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement.
Contact:
Chord Energy Corporation Bob Bakanauskas, Vice President, Investor Relations (281) 404-9600 ir@chordenergy.com
