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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Explanatory Note
As previously disclosed in its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on April 3, 2023, Ovintiv Inc., a Delaware corporation (NYSE: OVV), and Ovintiv USA Inc., Ovintiv Inc’s wholly owned subsidiary (collectively the “Company” or “Ovintiv”), entered into a definitive securities purchase agreement with Black Swan Oil & Gas, LLC, PetroLegacy II Holdings, LLC, Piedra Energy III Holdings, LLC and Piedra Energy IV Holdings, LLC (“Sellers”), which are portfolio companies of funds managed by EnCap Investments L.P. (“EnCap”), for the purchase of certain producing oil and gas properties, undeveloped acreage and associated water infrastructure assets in the Midland Basin (collectively, the “Permian Acquisition”).
This Current Report on Form 8-K is being filed to disclose the financial statements and other information set forth in Item 9.01(a) and Item 9.01(b) hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of business to be acquired.
The audited annual combined financial statements of PetroLegacy Energy II, LLC and Certain Interests of Peacemaker Royalties, LP, which comprise the combined balance sheets as of December 31, 2022 and 2021, and the related combined statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the combined financial statements, are filed as Exhibit 99.1 hereto and incorporated by reference herein.
The audited annual financial statements of PearlSnap Midstream, LLC, which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the financial statements, are filed as Exhibit 99.2 hereto and incorporated by reference herein.
The audited annual consolidated financial statements of Piedra Energy III, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements, are filed as Exhibit 99.3 and 99.4 hereto and incorporated by reference herein.
The audited annual financial statements of Piedra Energy IV, LLC, which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the financial statements, are filed as Exhibit 99.6 and 99.7 hereto and incorporated by reference herein.
The audited annual combined financial statements of Black Swan Permian, LLC and Black Swan Operating, LLC (the “Black Swan Subject Companies”), which comprise the combined balance sheets as of December 31, 2022 and 2021, and the related combined statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the combined financial statements, are filed as Exhibit 99.9 hereto and incorporated by reference herein.
The audited annual statements of revenues and direct operating expenses of Certain Interests in 1025 Investments, LLC to be acquired by Ovintiv USA Inc., which comprise the statements of revenues and direct operating expenses for the years ended December 31, 2022 and 2021, and the related notes, are filed as Exhibit 99.10 hereto and incorporated by reference herein.
The unaudited quarterly condensed financial statements of PetroLegacy Energy II, LLC, which comprise the condensed balance sheet as of March 31, 2023, and the related condensed statements of operations, changes in members’ equity, and cash flows for the three-months ended March 31, 2023 and 2022, and the related notes to the condensed financial statements, are filed as Exhibit 99.11 hereto and incorporated by reference herein.
The unaudited quarterly condensed financial statements of PearlSnap Midstream, LLC, which comprise the condensed balance sheet as of March 31, 2023, and the related condensed statements of operations, changes in members’ equity, and cash flows for the three-months ended March 31, 2023 and 2022, and the related notes to the condensed financial statements, are filed as Exhibit 99.12 hereto and incorporated by reference herein.
The unaudited quarterly consolidated financial statements of Piedra Energy III, LLC, and Subsidiary which comprise the consolidated balance sheet as of March 31, 2023, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the three-months ended March 31, 2023 and 2022, and the related notes to the consolidated financial statements, are filed as Exhibit 99.13 hereto and incorporated by reference herein.
The unaudited quarterly financial statements of Piedra Energy IV, LLC, which comprise the balance sheet as of March 31, 2023, and the related statements of operations, changes in members’ equity, and cash flows for the three-months ended March 31, 2023 and 2022, and the related notes to the financial statements, are filed as Exhibit 99.14 hereto and incorporated by reference herein.
The unaudited quarterly combined financial statements of Black Swan Subject Companies, which comprise the combined balance sheet as of March 31, 2023, and the related combined statements of operations, members’ equity, and cash flows for the three-months ended March 31, 2023 and 2022, and the related notes to the combined financial statements, are filed as Exhibit 99.15 hereto and incorporated by reference herein.
The unaudited quarterly statements of revenues and direct operating expenses of Certain Interests in 1025 Investments, LLC to be acquired by Ovintiv USA Inc., which comprise the statements of revenues and direct operating expenses for the three-months ended March 31, 2023 and 2022, and the related notes to the statements, are filed as Exhibit 99.16 hereto and incorporated by reference herein.
(b) Preliminary Pro forma financial information.
The preliminary unaudited pro forma condensed combined financial information of the Company, which comprise the balance sheet as of March 31, 2023, the related statements of earnings for the year ended December 31, 2022 and three-month period ended March 31, 2023, and the related notes to the pro forma condensed combined financial information, is filed as Exhibit 99.17 hereto and incorporated by reference herein.
(d) Exhibits.
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: May 12, 2023 | OVINTIV INC. (Registrant) | |||||
| /s/ Corey D. Code | ||||||
| Name: | Corey D. Code | |||||
| Title: | Executive Vice-President & Chief Financial Officer | |||||