UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On November 20, 2023, Ovintiv, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with NMB Stock Trust (the “Selling Stockholder”) and Goldman Sachs & Co. LLC (the “Underwriter”), relating to the offer and sale (the “Offering”) of 9,400,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), by the Selling Stockholder. The Selling Stockholder received the Shares from the Company as a part of the consideration paid for the Company’s acquisition of certain upstream oil and gas assets located in the Permian Basin from portfolio companies of funds managed by EnCap Investments L.P.
The Offering also included the Company’s repurchase from the Underwriter of 1,204,545 shares out of the 9,400,000 shares of Common Stock that were subject to the Offering at a price per share equal to the price at which the Underwriter purchased the shares from the Selling Stockholder in the Offering, for an aggregate purchase price of approximately $53 million. The closing of the share repurchase occurred substantially concurrently with closing of the Offering. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the Shares offered by the Selling Stockholder.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholder have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriter may be required to make in the event of any such liabilities.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of November 20, 2023, by and among Ovintiv Inc., NMB Stock Trust and Goldman Sachs & Co. LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OVINTIV INC. | ||||||
| Date: November 22, 2023 |
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| By: | /s/ Dawna I. Gibb | |||||
| Name: | Dawna I. Gibb | |||||
| Title: | Assistant Corporate Secretary | |||||