OVERVIEW
The Arrangement
As previously announced, on February 21, 2024, Enerplus entered into an arrangement agreement (the "Arrangement Agreement") with Chord, pursuant to which, upon completion of the acquisition by Chord of all of the issued and outstanding common shares of Enerplus (the "Arrangement"), Enerplus shareholders will receive 0.10125 shares of Chord common stock and $1.84 in cash for each share of Enerplus. Additionally, shortly before and conditional upon closing of the Arrangement, Enerplus intends to declare a dividend to its shareholders that will equalize the amount of quarterly dividends declared by Enerplus (on a per common share basis after taking into account the share exchange ratio of 0.10125 of a Chord share per Enerplus common share) to the quarterly dividends declared by Chord following the companies' respective March 2024 dividends that have a record date prior to closing of the Arrangement.
The Arrangement will be completed as a plan of arrangement under the Business Corporations Act (Alberta) and is subject to the approval of at least two-thirds of the votes cast by holders of Enerplus shares at a meeting currently scheduled to be held on May 24, 2024 (the “Meeting”). The issuance of shares of Chord stock is subject to the approval of the majority of votes cast by holders of shares of Chord in connection with the transaction, pursuant to the rules of the Nasdaq Global Select Market ("NASDAQ"). The Chord shareholder vote is expected to be held on May 14, 2024.
The Arrangement is subject to customary closing conditions in the United States and Canada, as well as the approvals by Chord and Enerplus’ shareholders referenced above, the approval of the Court of King's Bench of Alberta, the listing of shares of Chord's stock on NASDAQ and regulatory clearances or approvals. Subject to the foregoing approvals, the Arrangement is expected to close on May 31, 2024. See “Forward-Looking Information and Statements” section in this MD&A.
Further information about the Arrangement is contained in the management information circular and proxy statement of Enerplus in connection with the Meeting, a copy of which can be found on SEDAR+, EDGAR and Enerplus' website.
First Quarter 2024 Overview
Production during the first quarter of 2024 averaged 87,151 BOE/day, a decrease of 16% compared to average production of 103,543 BOE/day in the fourth quarter of 2023. The decrease in production was primarily due to the planned sequencing of our completions program in North Dakota, with no operated wells brought online during the fourth quarter of 2023, lower natural gas production due to price-related production curtailments in the Marcellus, and downtime as a result of severe winter weather in North Dakota during January 2024. We continue to expect annual production for 2024 of approximately 99,000 BOE/day, including approximately 64,000 bbls/day of crude oil and natural gas liquids production.
Capital spending during the first quarter of 2024 was $126.7 million, compared to $91.5 million during the fourth quarter of 2023, with the majority of the spending focused on our U.S. crude oil properties. The increase in capital spending was due to higher completions activity during the first quarter of 2024. We continue to expect annual capital spending for 2024 of $550 million.
Our realized Bakken crude oil price differential averaged $2.64/bbl below WTI during the first quarter of 2024, compared to $1.26/bbl below WTI during the fourth quarter of 2023. The weaker realized differential was primarily due to a decline in U.S. refinery utilization in response to seasonally lower demand for crude oil and refined products.
Our realized Marcellus sales price differential averaged $0.06/Mcf above NYMEX in the first quarter of 2024, compared to $1.20/Mcf below NYMEX in the fourth quarter of 2023. The narrower differential was mainly due to strong regional spot prices during the winter period in the first quarter of 2024.
Operating expenses for the first quarter of 2024 were $102.0 million, or $12.86/BOE, compared to $111.2 million, or $11.67/BOE, during the fourth quarter of 2023. The decrease in total operating expenses was primarily due to lower gas facility and fluid handling costs as a result of lower production in the first quarter of 2024. The increase per BOE was primarily due to a decrease in production in the first quarter of 2024.
In the first quarter of 2024, cash flow from operating activities and adjusted funds flow1 decreased to $128.7 million and $173.1 million, respectively, compared to $297.9 million and $240.5 million in the fourth quarter of 2023. The decreases were primarily due to lower production and a decrease in realized crude oil commodity prices. In addition, $7.8 million was recorded to transaction costs related to the Arrangement. Cash flow from operating activities decreased due to working capital changes as our non-cash operating working capital deficit changed by $94.6 million.
1 This financial measure is a non-GAAP financial measure. See “Non-GAAP and Other Financial Measures” section in this MD&A.