UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission by Chord Energy Corporation (the “Company”) on July 7, 2022 (the “Original Form 8-K”), on July 1, 2022, the Company completed a “merger of equals” with Whiting Petroleum Corporation, a Delaware corporation (“Whiting”), pursuant to the terms of that certain Agreement and Plan of Merger, dated March 7, 2022 (the “Merger Agreement”), by and among the Company, Whiting, Ohm Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and New Ohm LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“LLC Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Whiting, with Whiting surviving the merger as a wholly owned subsidiary of the Company (the “Company Merger”). Immediately following the Company Merger, Whiting merged with and into LLC Sub, with LLC Sub continuing as the surviving entity as a wholly owned subsidiary of the Company (the “LLC Sub Merger” and together with the Company Merger, the “Merger”).
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Form 8-K to provide the historical and pro forma financial statements described in Item 9.01 below. No other modifications to the Original Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the Merger.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired
| • | Unaudited condensed consolidated financial statements of Whiting as of June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021, and the related notes to the condensed consolidated financial statements, attached as Exhibit 99.1 hereto. |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated combined financial information of the Company, attached as Exhibit 99.2 hereto:
| • | Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations for the year ended December 31, 2022; and |
| • | Notes to the Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Historical unaudited condensed consolidated financial statements of Whiting Petroleum Corporation as of June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021. | |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations for the year ended December 31, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
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 | ||||||
| Date: May 8, 2023 | ||||||
| By: | /s/ Michael H. Lou | |||||
| Michael H. Lou | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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