HOUSTON, March 3,
2025 /PRNewswire/ -- Chord Energy Corporation
(NASDAQ: CHRD) (the "Company," "we," "us," or "our") announced
today pricing of its private placement to eligible purchasers (the
"Notes Offering") of $750 million in
aggregate principal amount of 6.750% senior unsecured notes due
2033 (the "New Notes"). The notes were priced at par. The Notes
Offering is expected to close on March 13,
2025, subject to customary closing conditions. The New Notes
will be unsecured, senior obligations of the Company and will be
guaranteed by the Company's existing subsidiaries and future
domestic subsidiaries, in each case, that guarantee the Company's
senior secured revolving credit facility (the "Credit
Facility").
The Company intends to use the net proceeds from the Notes
Offering for purposes of (i) financing its concurrent cash tender
offer (the "Tender Offer") for any and all of its outstanding
6.375% senior unsecured notes due 2026 (the "2026 Notes") that are
validly tendered and accepted for purchase in the Tender Offer,
(ii) redeem any 2026 Notes, to the extent any 2026 Notes remain
outstanding following the Tender Offer, on or about June 1, 2025 at a redemption price of 100.000% of
the principal amount thereof, plus accrued and unpaid interest, if
any, to the redemption date, (iii) repay a portion of its
borrowings outstanding under the Company's Credit Facility, and
(iv) pay all fees and expenses associated therewith. The final
terms and amounts of the New Notes are subject to market and other
conditions and may be materially different than expectations. The
Notes Offering is not conditioned upon the completion of the Tender
Offer, but the Tender Offer is conditioned upon the completion of
the Notes Offering.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or any state securities
laws and unless so registered, the notes may not be offered or sold
in the United States absent an applicable exemption from,
or a transaction not subject to, registration requirements of the
Securities Act and applicable state securities laws. The New Notes
are being offered and sold only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S
under the Securities Act.
This press release is being issued pursuant to Rule 135c under
the Securities Act and is for informational purposes only. This
press release does not constitute (i) a notice of redemption or
satisfaction and discharge under the indenture governing the 2026
Notes or (ii) an offer to sell or the solicitation of an offer to
buy any security, including with respect to the 2026 Notes and the
New Notes, and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offering, solicitation or sale
would be unlawful.
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.
Cautionary Note Regarding Forward-Looking Statements
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 Notes Offering and the use of proceeds therefrom, the Tender
Offer and the timing and outcome thereof including satisfaction of
the conditions to the closing of the Tender Offer, any redemption
of our 2026 Notes, and our strategy, plans, and objectives of
management, 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 Notes Offering or the Tender 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
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SOURCE Chord Energy
