Form 8-K - Current report

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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): January 22, 2025

 

 

Ovintiv Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39191	84-4427672
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Suite 1700, 370 17th Street
Denver, Colorado				80202
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 303 623-2300

 

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 1.02	Termination of a Material Definitive Agreement.

As previously disclosed, on December 10, 2024, Ovintiv Inc. (“Ovintiv”) entered into an Asset-Sale Term Credit Agreement by and among Ovintiv, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (the “Credit Agreement”), intended to partially finance the previously announced acquisition by Ovintiv of assets from Paramount Resources Ltd. (the “Montney Acquisition”). On January 22, 2025, the commitments under the Credit Agreement terminated pursuant to the terms thereof upon completion of the Divestiture (as defined below).

ITEM 7.01	Regulation FD Disclosure.

On January 22, 2025, Ovintiv issued a news release announcing the closing of the Divestiture. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01	Other Events.

Uinta Divestiture Closed

As previously disclosed, on November 13, 2024, Ovintiv USA Inc. and Ovintiv Royalty Holdings LLC (collectively, the “Ovintiv Sellers”), each a wholly-owned subsidiary of Ovintiv, entered into an agreement with FourPoint Resources, LLC (“FourPoint”) to sell to FourPoint substantially all of their oil and gas assets and properties and related rights and interests located in an agreed sale area covering specified lands in Duchesne and Uinta Counties, Utah along with certain specified interests located in Wasatch County, Utah (the “Divestiture”).

On January 22, 2025, the Ovintiv Sellers completed the Divestiture.

Montney Acquisition Update

Ovintiv’s previously announced acquisition of Alberta Montney assets from Paramount Resources Ltd. is expected to close before the end of the first quarter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
Exhibit 99.1	News Release dated January 22, 2025.
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.

 

	Ovintiv Inc.

 

Date:	January 22, 2025	By:	/s/ Dawna I. Gibb
			Name: Dawna I. Gibb Title: Assistant Corporate Secretary

 

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	Exhibit 99.1 news release

 

Ovintiv Announces Closing of Uinta Asset Sale

DENVER, January 22, 2025 – Ovintiv Inc. (NYSE, TSX: OVV) (“Ovintiv” or the “Company”) today closed the previously announced all cash sale of substantially all its Uinta assets, located in Utah, to FourPoint Resources, LLC, for approximately $2 billion.

“The Uinta sale builds on our track record of unlocking significant value from our non-core assets while focusing our portfolio and extending inventory runway in our core areas,” said Ovintiv President and CEO, Brendan McCracken.

Ovintiv’s previously announced acquisition of Alberta Montney assets from Paramount Resources Ltd. is expected to close before the end of the first quarter.

Important information

Ovintiv reports in U.S. dollars unless otherwise noted. Unless otherwise specified or the context otherwise requires, references to “Ovintiv,” “our” or to “the Company” includes reference to subsidiaries of and partnership interests held by Ovintiv Inc. and its subsidiaries.

Please visit Ovintiv’s website and the Investor Relations page at www.ovintiv.com and investor.ovintiv.com, where Ovintiv often discloses important information about the Company, its business, and its results of operations.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news release contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, except for statements of historical fact, that relate to the anticipated future activities, plans, strategies, objectives or expectations of the Company are forward-looking statements. When used in this news release, the use of the word “expected” is intended to identify a forward-looking statement.

Although the Company believes the expectations represented by its forward-looking statement is reasonable based on the information available to it as of the date such statement is made, forward-looking statements are only predictions and statements of our current beliefs and there can be no assurance that such expectations will prove to be correct. Any forward-looking statement contained in this news release is made as of the date of this news release and, except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statement. Any forward-looking statement contained or incorporated by reference in this news release, and any subsequent forward-looking statements attributable to the Company, whether written or oral, are expressly qualified by these cautionary statements.

The reader should carefully read the risk factors described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and in other filings with the SEC or Canadian securities regulators, for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. Other unpredictable or unknown factors not discussed in this new release could also have material adverse effects on forward-looking statements.

 

Further information on Ovintiv Inc. is available on the Company’s website, www.ovintiv.com, or by contacting:

Investor contact: [phone]	Media contact: [phone]

 

Ovintiv Inc.	1

 

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Document And Entity Information	Jan. 22, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 22, 2025
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, 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
Entity Information, Former Legal or Registered Name	Not Applicable
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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