secwatch / observer
8-K filed August 2, 2023, 7:59 PM ET CIK 0001509589
M&A confidence high sentiment neutral materiality 0.75

CIVITAS RESOURCES, INC.: M&A transaction — Civitas closes $2.25B Hibernia and $2.45B Tap Rock acquisitions; credit facility expanded to $3B base

CIVITAS RESOURCES, INC.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

CIVITAS RESOURCES, INC. amended credit facility of new cumulative Borrowing Base of $3,000,000,000 with JPMorgan Chase Bank, N.A., as the administrative agent maturing August 2, 2028.

Instrument
credit facility
Principal
new cumulative Borrowing Base of $3,000,000,000
Counterparty
JPMorgan Chase Bank, N.A., as the administrative agent
Maturity
August 2, 2028
Event
amendment
Exact text from the filing
The Fourth Amendment amends the Credit Agreement to, among other things: (i) extend the maturity date to August 2, 2028, (ii) increase the Borrowing Base (as defined in the Credit Agreement) by $1,150,000,000 for a new cumulative Borrowing Base of $3,000,000,000, (iii) increase the aggregate elected commitments of the lenders under the Company’s existing credit facility by an additional $850,000,000, for a total increased facility size of $1,850,000,000 in aggregate elected commitments and (iv) increase the aggregate maximum credit amounts to a cumulative $4,000,000,000.
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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

CIVITAS RESOURCES, INC. completed an acquisition involving Hibernia Sellers (Hibernia Energy III Holdings, LLC and Hibernia Energy III-B Holdings, LLC) for approximately $2,250,000,000 in cash (closed 2023-08-02).

Action
acquisition
Counterparty
Hibernia Sellers (Hibernia Energy III Holdings, LLC and Hibernia Energy III-B Holdings, LLC)
Consideration
approximately $2,250,000,000 in cash
Closing
2023-08-02
Exact text from the filing
On August 2, 2023, the Company completed the Hibernia Acquisition for a purchase price of approximately $2,250,000,000 in cash paid to the Hibernia Sellers for the Hibernia Interests.
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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

CIVITAS RESOURCES, INC. completed an acquisition involving Tap Rock Sellers (Tap Rock Resources Legacy, LLC, Tap Rock Resources Intermediate, LLC, Tap Rock Resources II Legacy, LLC, Tap Rock Resources II Intermediate, LLC, Tap Rock NM10 Legacy Holdings, LLC, Tap Rock NM10 Holdings Intermediate, LLC) for approximately $1,500,000,000 million in cash and 13,538,472 shares of common stock valued at approximately $950,000,000 (closed 2023-08-02).

Action
acquisition
Counterparty
Tap Rock Sellers (Tap Rock Resources Legacy, LLC, Tap Rock Resources Intermediate, LLC, Tap Rock Resources II Legacy, LLC, Tap Rock Resources II Intermediate, LLC, Tap Rock NM10 Legacy Holdings, LLC, Tap Rock NM10 Holdings Intermediate, LLC)
Consideration
approximately $1,500,000,000 million in cash and 13,538,472 shares of common stock valued at approximately $950,000,000
Closing
2023-08-02
Exact text from the filing
On August 2, 2023, the Company completed the Tap Rock Acquisition for a purchase price of (i) approximately $1,500,000,000 million in cash and (ii) 13,538,472 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) valued, for purposes of the Tap Rock Acquisition Agreement, at approximately $950,000,000 (the “Tap Rock Stock Consideration”) as total consideration paid to the Tap Rock Sellers for the Tap Rock Interests.
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CIVITAS RESOURCES, INC. amended Fourth Amendment to Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. valued at $850,000,000 (effective 2023-08-02).

Action
amendment
Agreement
credit facility
Counterparty
JPMorgan Chase Bank, N.A.
Value
$850,000,000
Effective
2023-08-02
Exact text from the filing
In connection with the closing of the Hibernia Acquisition and the Tap Rock Acquisition (as each is defined below), on August 2, 2023, Civitas Resources, Inc. (the "Company") entered into a Fourth Amendment to Amended and Restated Credit Agreement (the "Fourth Amendment"), among the Company, the guarantors party thereto (the "Guarantors"), the lenders party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent (the "Administrative Agent"), which Fourth Amendment amends the terms of that certain Amended and Restated Credit Agreement, dated as of November 1, 2021 (the "Credit Agreement") among the Company, the Guarantors, each lender from time to time party thereto, and the Administrative Agent. The Fourth Amendment amends the Credit Agreement to, among other things: (i) extend the maturity date to August 2, 2028, (ii) increase the Borrowing Base (as defined in the Credit Agreement) by $1,150,000,000 for a new cumulative Borrowing Base of $3,000,000,000, (iii) increase the
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Source: SEC EDGAR
accession 0001104659-23-086811
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