Form 8-K - Current report

0001792580false00017925802023-09-262023-09-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 26, 2023

 

Ovintiv Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware (State or Other Jurisdiction of Incorporation)	001-39191 (Commission File Number)	84-4427672 (I.R.S. Employer Identification No.)
Suite 1700, 370 - 17th Street Denver, Colorado (Address of principal executive offices)		80202 (Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OVV		New York Stock Exchange

 

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).

Emerging growth company ☐

 

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. ☐

 

 

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ITEM 8.01 Other Events.

 

On September 26, 2023, Ovintiv Inc. (the “Company”) issued a news release announcing that it has received acceptance from the Toronto Stock Exchange to renew its normal course issuer bid to purchase up to 26,734,819 common shares during the 12-month period commencing on October 3, 2023, and ending October 2, 2024. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Exhibit Description
Exhibit 99.1		News Release dated September 26, 2023.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

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.

 

Dated: September 26, 2023

 

	OVINTIV INC.
	(Registrant)
	By:	/s/ Dawna I. Gibb
		Name: Dawna I. Gibb
		Title: Assistant Corporate Secretary

 

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	Exhibit 99.1 news release

 

Ovintiv Renews Annual Share Buy-Back Program

Company Receives TSX Approval for Renewal of Normal Course Issuer Bid

 

DENVER, September 26, 2023—Ovintiv Inc. (NYSE, TSX: OVV) today announced it has received regulatory approvals for the renewal of its share buy-back program. This action is consistent with the Company’s capital allocation framework, which returns at least 50 percent of post base dividend Non-GAAP Free Cash Flow to shareholders.

The Toronto Stock Exchange ("TSX") has accepted Ovintiv’s notice of intention to renew its normal course issuer bid ("NCIB") to purchase up to 26,734,819 common shares during the 12-month period commencing October 3, 2023, and ending October 2, 2024. The number of shares authorized for purchase represents 10 percent of Ovintiv’s public float as of September 21, 2023, as calculated pursuant to TSX rules. Purchases will be made on the open market through the facilities of the TSX, New York Stock Exchange ("NYSE") and/or alternative trading systems at the market price at the time of acquisition, as well as by other means permitted by stock exchange rules and securities laws including Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Ovintiv has also renewed its automatic share purchase plan ("ASPP") allowing it to purchase common shares under the NCIB when Ovintiv would ordinarily not be permitted to purchase shares due to regulatory restrictions and customary self-imposed blackout periods. Pursuant to the ASPP, Ovintiv will provide instructions during non-blackout periods to its designated broker, which may not be varied or suspended during the blackout period. Purchases by Ovintiv’s designated broker will be in accordance with applicable stock exchange rules and securities laws and the terms of the ASPP. All purchases made under the ASPP are included in computing the number of common shares purchased under the NCIB. The ASPP has been pre-cleared as required by the TSX.

 

The actual number of common shares that may be purchased under the NCIB and the timing of any such purchases will be determined by Ovintiv. The average daily trading volume through the facilities of the TSX, excluding purchases made on such facilities, during the most recently completed six-month period was 239,240 common shares. Consequently, daily purchases through the facilities of the TSX will be limited to 59,810 common shares, other than block purchase exceptions. Purchases over the NYSE will be made in compliance with the volume limitations in Rule 10b-18 in relation to average daily trading volume and block trades. All common shares acquired by Ovintiv under the NCIB may be cancelled or returned to treasury as authorized but unissued shares.

 

Pursuant to its existing NCIB, under which Ovintiv received approval from the TSX to purchase up to 24,846,855 common shares during the 12-month period commencing October 3, 2022 and ending October 2, 2023, Ovintiv has purchased 11,199,940 common shares on the TSX, NYSE and alternative trading systems at a weighted average purchase price of US$46.06 per common share.

 

On March 9, 2022, Ovintiv obtained an exemption order (the "NCIB Exemption") from applicable Canadian regulators, permitting Ovintiv to make repurchases under the NCIB through the facilities of the NYSE and other United States-based trading systems in excess of 5 percent of Ovintiv’s outstanding number of shares, the maximum allowable under applicable Canadian securities laws absent an exemption. The NCIB Exemption allows Ovintiv to repurchase up to 10 percent of Ovintiv’s public float on such U.S. marketplaces provided that Ovintiv’s aggregate repurchases on all marketplaces do not exceed this amount over the 12-month period of the NCIB, which is consistent with the maximum number of shares Ovintiv is able to purchase under the NCIB. The other conditions to the NCIB Exemption are outlined in Ovintiv’s 2023 second quarter report on Form 10-Q filed on EDGAR and SEDAR+.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - This news release contains certain forward-looking statements or information (collectively, "FLS") within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. FLS include: the planned share repurchase program, including the amount and number of shares to be acquired, treatment of such shares following purchase, anticipated timeframe, method and location of purchases, announced capital framework; and benefits of the NCIB.

 

 

Ovintiv Inc.	1

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Readers are cautioned against unduly relying on FLS which, by their nature, involve numerous assumptions, risks and uncertainties that may cause such statements not to occur, or results to differ materially from those expressed or implied. These assumptions include: future commodity prices and differentials; foreign exchange rates; ability to access cash, credit facilities and shelf prospectuses; and expectations and projections made in light of, and generally consistent with, Ovintiv's historical experience and its perception of historical trends, including with respect to the pace of technological development, benefits achieved and general industry expectations.

Risks and uncertainties that may affect these business outcomes include: ability to generate sufficient cash flow to meet obligations and fund the NCIB; commodity price volatility; variability in the amount, number of shares, method, location and timing of purchases, if any, pursuant to the NCIB; fluctuations in currency and interest rates; and other risks and uncertainties impacting Ovintiv's business, as described in its most recent Annual Report on Form 10-K and as described from time to time in Ovintiv's other periodic filings as filed on EDGAR and SEDAR+.

 

Although Ovintiv believes the expectations represented by such FLS are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions, risks and uncertainties referenced above are not exhaustive. FLS are made as of the date of this news release and, except as required by law, Ovintiv undertakes no obligation to update publicly or revise any FLS. FLS contained in this news release are expressly qualified by these cautionary statements.

 

Further information on Ovintiv is available on the company's website, www.ovintiv.com, or by contacting:

Investor contact: [phone]		Media contact: [phone]
SOURCE: Ovintiv Inc.

 

 

 

 

 

Ovintiv Inc.	2

 

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Cover	Sep. 26, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2023
Entity Registrant Name	Ovintiv Inc.
Entity Central Index Key	0001792580
Entity Emerging Growth Company	false
Entity File Number	001-39191
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4427672
Entity Address, Address Line One	Suite 1700
Entity Address, Address Line Two	370 - 17th Street
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	623-2300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	OVV
Security Exchange Name	NYSE

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