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Equity
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Equity
12.Equity
New Common Stock.
As discussed in Note 2, on the Effective Date, we issued an aggregate of 97,907,081 shares of New Common Stock, par value $0.01 per share, to the holders of allowed claims, and 2,092,918 shares of New Common Stock were reserved for future distributions under the Plan. During the 2022 and 2021 Successor Periods, 439,370 and 864,090 reserved shares, respectively, were issued to resolve allowed General Unsecured Claims.
On November 1, 2021, we completed the Vine Acquisition and issued 18,709,399 shares of New Common Stock. On March 9, 2022, we completed the Marcellus Acquisition and issued 9,442,185 shares of New Common Stock. See further discussion of both acquisitions in Note 4.
Dividends
In May 2021, we initiated a new annual dividend on our shares of common stock, expected to be paid quarterly. We declared the first quarterly dividend on our New Common Stock in the second quarter of 2021, which consisted of a base dividend per share. In March 2022, we adopted a variable return program that resulted in the payment of an additional variable dividend equal to the sum of Adjusted Free Cash Flow from the prior quarter less the base quarterly dividend, multiplied by 50%. The following table summarizes our dividend payments in the 2022 and 2021 Successor Periods:
Payment DateStockholders of Record DateDividend PaymentRate Per Share
June 10, 2021May 24, 2021$34 $0.34375 
September 9, 2021August 24, 202133 $0.34375 
December 9, 2021November 24, 202152 $0.43750 
Total dividends paid 2021$119 
Payment DateStockholders of Record DateDividend PaymentRate Per Share
March 22, 2022March 7, 2022$210 $1.7675 
June 2, 2022May 19, 2022298 $2.34 
September 1, 2022August 17, 2022280 $2.32 
December 1, 2022November 15, 2022424 $3.16 
Total dividends paid 2022$1,212 
On February 21, 2023, we declared a quarterly dividend payable of $1.29 per share, which will be paid on March 23, 2023 to stockholders of record at the close of business on March 7, 2023. The dividend consists of a base quarterly dividend in the amount of $0.55 per share and a variable quarterly dividend in the amount of $0.74 per share.
Share Repurchase Program
As of December 2, 2021, the Company was authorized to purchase up to $1.0 billion of the Company’s common stock and/or warrants under a share repurchase program. In June 2022, our Board of Directors authorized an expansion of the share repurchase program by $1.0 billion, bringing the total authorized share repurchase amount to $2.0 billion for stock and/or warrants. The share repurchase program will expire on December 31, 2023.
In March 2022, we commenced our share repurchase program and throughout the 2022 Successor Period, we repurchased 11.7 million shares of common stock for an aggregate price of $1.1 billion. The shares of common stock that were repurchased during the 2022 Successor Period were retired and recorded as a reduction to common stock and retained earnings.
Warrants
Class A WarrantsClass B Warrants
Class C Warrants(a)
Outstanding as of February 10, 202111,111,111 12,345,679 9,768,527 
Converted into New Common Stock(254,259)(32,406)(10,603)
Issued for General Unsecured Claims— — 1,630,447 
Outstanding as of December 31, 202110,856,852 12,313,273 11,388,371 
Converted into New Common Stock(b)
(1,609,641)(29,679)(959,247)
Converted in warrant exchange offer(b)
(4,752,207)(7,879,030)(7,252,004)
Issued for General Unsecured Claims— — 829,109 
Outstanding as of December 31, 20224,495,004 4,404,564 4,006,229 
_________________________________________
(a)As of December 31, 2022, we had 1,489,337 of reserved Class C Warrants.
(b)During the 2022 Successor Period, we issued 18,408,228 common shares as a result of Warrant exercises, inclusive of the shares issued as part of the Warrant exchange offers described below.
As discussed in Note 2, on the Effective Date, we issued Class A, Class B and Class C Warrants that were initially exercisable for one share of New Common Stock per Warrant at initial exercise prices of $27.63, $32.13 and $36.18 per share, respectively, subject to adjustments pursuant to the terms of the Warrants. The Warrants are exercisable from the Effective Date until February 9, 2026. The Warrants contain customary anti-dilution adjustments in the event of any stock split, reverse stock split, reclassification, stock dividend or other distributions. The exercise prices of the Warrants were adjusted to prevent the dilution of rights for the effects of the quarterly dividend distribution on December 1, 2022, and the adjusted exercise prices are $24.32, $28.28, and $31.84 per share for the Class A, Class B and Class C Warrants, respectively. Additionally, we have recalculated the number of shares of New Common Stock issuable upon the exercise of each of the Class A, Class B and Class C Warrants, respectively, and as a result, 1.12 shares are issuable upon the exercise of a Class A, Class B or Class C Warrant.
On August 18, 2022, we announced exchange offers relating to our outstanding Class A Warrants, Class B Warrants and Class C Warrants. The exchange offers expired on October 7, 2022 and resulted in the issuance of 16,305,984 shares of our New Common Stock in exchange for the cancellation of (i) 4,752,207 Class A Warrants, (ii) 7,879,030 Class B Warrants and (iii) 7,252,004 Class C Warrants. Under the exchange offers, the Warrants were exchanged in a cashless transaction and were converted to shares of our New Common Stock at a ratio of 0.8636 for Class A Warrants, 0.8224 for Class B Warrants and 0.7890 for Class C Warrants, respectively. As the fair value of the New Common Stock issued was greater than the fair value of the Warrants tendered in the exchange offers due to stated exchange premiums, we recorded a non-cash deemed dividend of $67 million. Such fair values were determined using our stock price that is considered a Level 1 input.
Chapter 11 Proceedings
Upon our emergence from Chapter 11 on February 9, 2021, as discussed in Note 2, Predecessor common stock and preferred stock were canceled and released under the Plan without receiving any recovery on account thereof.
Noncontrolling Interests
During part of the 2020 Predecessor Period, we owned 23,750,000 common units in the Chesapeake Granite Wash Trust (the “Trust”) representing a 51% beneficial interest. We determined that the Trust was a VIE and that we were the primary beneficiary. As a result, the Trust was included in our consolidated financial statements. In the 2020 Predecessor Period, we sold our interests in the Mid-Continent operating area and the units we owned in the Trust. See Note 4 for additional discussion.