| Item 1.01 | Entry into a Material Definitive Agreement |
Introductory Note
On April 26, 2021, Ovintiv Inc. (the “Corporation”) completed an internal corporate reorganization pursuant to which, among other things, Ovintiv Exploration Inc. (formerly Newfield Exploration Company) (“Exploration”) merged with and into the Corporation (the “Merger”), with the Corporation surviving the Merger.
In connection with the Merger, pursuant to the Supplemental Indenture (as defined below), (i) the Corporation assumed Exploration’s obligations under the Indenture (as defined below) and the Notes (as defined below), (ii) the Corporation succeeded to, and was substituted for, Exploration under the Indenture and (iii) Exploration was discharged of its obligations under the Indenture and the Notes.
Supplemental Indenture
On April 26, 2021, Exploration, as issuer, the Corporation, as existing guarantor and successor issuer, Ovintiv Canada ULC, as existing guarantor, and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association (formerly First Union National Bank)), as trustee (the “Trustee”), entered into the seventh supplemental indenture (the “Seventh Supplemental Indenture”) to the indenture, dated as of February 28, 2001 (as amended and supplemented, the “Indenture”).
Pursuant to the Supplemental Indenture, (i) the Corporation assumed Exploration’s obligations under the Indentures and the Notes, (ii) the Corporation succeeded to, and was substituted for, Exploration under the Indenture and (iii) Exploration was discharged of its obligations under the Indenture and the Notes.
The following series of notes are outstanding under the Indenture: (i) 53/4% senior notes due 2022 (the “2022 Notes”), issued pursuant to a second supplemental indenture, dated as of September 30, 2011, to the Indenture, (ii) 55/8% senior notes due 2024 (the “2024 Notes”), issued pursuant to a third supplemental indenture, dated as of June 26, 2012, and (iii) 53/8% senior notes due 2026 (the “2026 Notes” and together with the 2022 Notes and the 2024 Notes, the “Notes”), issued pursuant a fourth supplemental indenture, dated as of March 10, 2015, to the Indenture, which Notes constitute all of the issued and outstanding series of debt securities issued pursuant to the Indenture as of the date hereof. As of the date hereof, the Notes are outstanding in the following principal amounts: $600 million of 2022 Notes; $1 billion of 2024 Notes; and $688 million of 2026 Notes.
The Indenture provides for customary events of default. These customary events of default, which are set forth in Article 5 of the Indenture, include but are not limited to nonpayment of principal or interest, breach of covenants in the applicable Indenture and certain events of bankruptcy. Generally, if an event of default occurs, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes of the affected series may declare such Notes to be immediately due and payable.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by the actual Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the Indenture has been previously filed as an exhibit to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission on February 18, 2021.
| Item 2.02 | Results of Operations and Financial Condition. |
On April 28, 2021, the Corporation issued a news release announcing its financial and operating results for its first quarter ended March 31, 2021. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
