Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Ovintiv Inc. completed an acquisition involving Black Swan Oil & Gas, LLC, PetroLegacy II Holdings, LLC, Piedra Energy III Holdings, LLC, Piedra Energy IV Holdings, LLC for $3.241 billion in cash and 31,777,596 shares of Ovintiv common stock valued at $1.119 billion (closed 2023-06-12).
- Action
- acquisition
- Counterparty
- Black Swan Oil & Gas, LLC, PetroLegacy II Holdings, LLC, Piedra Energy III Holdings, LLC, Piedra Energy IV Holdings, LLC
- Consideration
- $3.241 billion in cash and 31,777,596 shares of Ovintiv common stock valued at $1.119 billion
- Closing
- 2023-06-12
Exact text from the filing
On June 12, 2023, the OVV Buyer Parties completed the Permian Acquisition. After taking into account closing adjustments, the OVV Buyer Parties (i) paid aggregate cash consideration of $3.241 billion, which was funded with a combination of cash on hand (including cash proceeds received pursuant to the Divestiture (as defined below)), borrowings under its revolving credit facility and proceeds from Ovintiv’s previously announced bond offering completed on May 31, 2023, and (ii) issued 31,777,596 shares of Ovintiv common stock to NMB (the “Stock Consideration”), which shares represented an aggregate dollar value equal to $1.119 billion as of the date of the Purchase Agreement based on the reference price ($35.2264) attributed to such common stock in the Purchase Agreement.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Ovintiv Inc. terminated Term Credit Agreement with Goldman Sachs Bank USA valued at Termination of commitments under the Term Credit Agreement intended to finance cash consideration fo (effective 2023-06-12).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Goldman Sachs Bank USA
- Value
- Termination of commitments under the Term Credit Agreement intended to finance cash consideration fo
- Effective
- 2023-06-12
Exact text from the filing
As previously announced, on April 26, 2023, Ovintiv entered into a Term Credit Agreement by and among Ovintiv, as borrower, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto (the “Credit Agreement”), intended to partially finance the cash consideration for the Permian Acquisition.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Ovintiv Inc. entered into Registration Rights Agreement with NMB Stock Trust valued at Registration rights agreement providing for shelf registration statement and demand/piggyback rights (effective 2023-06-12).
- Action
- entry
- Counterparty
- NMB Stock Trust
- Value
- Registration rights agreement providing for shelf registration statement and demand/piggyback rights
- Effective
- 2023-06-12
Exact text from the filing
Upon consummation of the Permian Acquisition, pursuant to the terms of the Purchase Agreement, Ovintiv and NMB entered into that certain Registration Rights Agreement, dated as of June 12, 2023 (the “Registration Rights Agreement”), pursuant to which Ovintiv agreed to, among other things, prepare a shelf registration statement (the “Registration Statement”) covering the resale of the Stock Consideration and file the Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) within 85 days of the execution of the Registration Rights Agreement.
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