UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 31, 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) | (I.R.S. Employer Identification No.) |
| Suite 1700, 370 - 17th Street | ||||
| Denver, Colorado | 80202 | |||
| (Address of principal executive offices) | (Zip Code) |
(303) 623-2300
(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. ☐
Explanatory Note
On January 31, 2025, Ovintiv Inc. (“Ovintiv”) filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other events, that Ovintiv and its wholly-owned subsidiary, Ovintiv Canada ULC (collectively, the “Company”), completed the acquisition of approximately 109,000 net acres in the Montney formation, located in Canada (the “Montney Acquisition”) from Paramount Resources Ltd. (“Paramount”).
This Current Report on Form 8-K/A amends the Original Form 8-K to disclose the statements of revenue and expenses and other information for the properties acquired in the Montney Acquisition and the pro forma financial information required by Item 9.01 of Form 8-K. No other changes to the Original Form 8-K are being made hereby.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of business to be acquired.
The audited annual statement of revenue and expenses for the year ended December 31, 2023, and the unaudited statement of revenue and expenses for the nine months ended September 30, 2024 and the related notes, are filed as Exhibit 99.1 hereto and incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company, which comprise the balance sheet as of September 30, 2024, the related statements of earnings for the nine months ended September 30, 2024 and year ended December 31, 2023, and the related notes to the pro forma condensed combined financial information, is filed as Exhibit 99.2 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: February 4, 2025
| OVINTIV INC. | ||
| (Registrant) | ||
| By: | /s/ Corey D. Code | |
| Name: | Corey D. Code | |
| Title: | Executive Vice-President & Chief Financial Officer | |
