XML 41 R20.htm IDEA: XBRL DOCUMENT v3.24.0.1
Equity
 12 Months Ended
Dec. 31, 2023
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 2023, 2022 and 2021 Successor Periods, 12,089, 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 2023, 2022 and 2021 Successor Periods:
BaseVariableRate Per ShareTotal
2023:
First Quarter$0.55 $0.74 $1.29 $175 
Second Quarter$0.55 $0.63 $1.18 $160 
Third Quarter$0.575 $— $0.575 $77 
Fourth Quarter$0.575 $— $0.575 $75 
2022:
First Quarter$0.4375 $1.33 $1.7675 $210 
Second Quarter$0.50 $1.84 $2.34 $298 
Third Quarter$0.55 $1.77 $2.32 $280 
Fourth Quarter$0.55 $2.61 $3.16 $424 
2021:
Second Quarter$0.34375 $— $0.34375 $34 
Third Quarter$0.34375 $— $0.34375 $33 
Fourth Quarter$0.4375 $— $0.4375 $52 
On February 20, 2024, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on March 26, 2024 to stockholders of record at the close of business on March 7, 2024.
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, and in March 2022, we commenced our 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 expired on December 31, 2023.
The table below presents the shares purchased under our share repurchase program.
Shares Purchased (thousands)Dollar Value of Shares PurchasedAverage Price Per Share
2022
First Quarter1,000$83 $82.98 
Second Quarter5,812$515 $88.67 
Third Quarter750$69 $92.14 
Fourth Quarter4,105$406 $98.90 
2023
First Quarter793$60 $74.95 
Second Quarter1,444$115 $78.77 
Third Quarter1,509$130 $86.16 
Fourth Quarter627$52 $82.03 
Total to date16,040$1,430 
The repurchased shares of common stock were retired and recorded as a reduction to common stock and retained earnings. All share repurchases made after January 1, 2023 are subject to a 1% excise tax on share repurchases, as enacted under the Inflation Reduction Act of 2022. We are able to net this 1% excise tax on share repurchases against certain issuance of shares of our common stock. The impact of this 1% excise tax was immaterial during the 2023 Successor Period.
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 
Converted into New Common Stock(b)
(247,389)(1,500)(5,581)
Issued for General Unsecured Claims— — 22,835 
Outstanding as of December 31, 20234,247,615 4,403,064 4,023,483 
_________________________________________
(a)As of December 31, 2023, we had 1,466,502 of reserved Class C Warrants.
(b)During the 2023 Successor Period, we issued 221,952 common shares as a result of Warrant exercises. 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 6, 2023, and the adjusted exercise prices are $23.25, $27.04, and $30.45 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, 1.22 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.