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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/02/24 Civitas Resources, Inc. 8-K:1,2,7,9 1/02/24 12:386K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 31K 2: EX-10.1 Material Contract HTML 139K 3: EX-99.1 Miscellaneous Exhibit HTML 16K 7: R1 Cover HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2333782d3_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- civi-20240102_lab XML 96K 6: EX-101.PRE XBRL Presentations -- civi-20240102_pre XML 64K 4: EX-101.SCH XBRL Schema -- civi-20240102 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-24-000333-xbrl Zip 54K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i January 2, 2024
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-35371 | i 61-1630631 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
i 555 17th Street, i Suite 3700
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: ( i 303) i 293-9100
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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ 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 | Name of exchange on which registered | ||
| i Common Stock, par value $0.01 per share | i CIVI | i 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).
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 1.01. | Entry into a Material Definitive Agreement. |
Concurrently with the consummation of the Asset Acquisition (as defined below), pursuant to the terms of that certain Purchase and Sale Agreement, dated as of October 3, 2023, by and among Vencer Energy, LLC, a Delaware limited liability company (“Vencer”), as seller, and Civitas Resources, Inc. (the “Company”), as buyer (the “PSA”), the Company and a designee of Vencer entered into a registration rights agreement, dated as of January 2, 2024 (the “Registration Rights Agreement”), pursuant to which the Company agreed to, among other things, file with the U.S. Securities and Exchange Commission a shelf registration statement (the “Registration Statement”) covering the resale of 7,181,527 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) comprising the Stock Consideration (as defined below) issued in the Asset Acquisition.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on October 3, 2023, the Company entered into the PSA with Vencer, pursuant to which the Company agreed to acquire from Vencer certain oil and gas properties, interests and related assets located in Glasscock, Martin, Midland, Reagan and Upton Counties, Texas (the “Assets” and such acquisition, the “Asset Acquisition”).
On January 2, 2024, the Company completed the Asset Acquisition for an aggregate purchase price of (i) approximately $1,000,000,000 in cash, (ii) the Shares, valued, for purposes of the PSA, at approximately $600,000,000 (the “Stock Consideration”), and (iii) $550,000,000 in cash to be paid to Vencer on January 3, 2025, as total consideration for the Assets. The PSA provides for customary post-closing adjustments to the purchase price based on an effective date of January 1, 2024.
| Item 7.01. | Regulation FD Disclosure. |
On January 2, 2024, the Company issued a press release announcing the completion of the Asset Acquisition. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
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.
| Dated: | January 2, 2024 | Civitas Resources, Inc. | |
| By: | /s/ Adrian Milton | ||
| Name: | Adrian Milton | ||
| Title: | Senior Vice President, General Counsel and Assistant Corporate Secretary |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/3/25 | ||||
| Filed on / For Period end: | 1/2/24 | |||
| 1/1/24 | ||||
| 10/3/23 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/24 Civitas Resources, Inc. 424B4 1:509K Toppan Merrill/FA 5/02/24 Civitas Resources, Inc. 10-Q 3/31/24 80:7.7M 2/27/24 Civitas Resources, Inc. 10-K 12/31/23 114:14M 1/02/24 Civitas Resources, Inc. S-3ASR 1/02/24 11:360K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/04/23 Civitas Resources, Inc. 8-K:1,3,7,910/03/23 12:1.3M Toppan Merrill/FA |