Ovintiv Inc. (DE) filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 1.01 | Entry into a Material Definitive Agreement. |
On November 25, 2025, Ovintiv Inc. (“Ovintiv”) entered into a Two-Year Term Credit Agreement (the “Term Credit Agreement”), by and among Ovintiv Canada ULC (“Ovintiv Canada”), as Borrower, Ovintiv, as Parent, JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent, and the lenders party thereto. The Term Credit Agreement provides for a two-year term loan facility in an aggregate principal amount of up to $1.2 billion (the “Term Loan Facility”) to be funded on the date (the “Funding Date”) on which certain conditions, including the substantially concurrent consummation of the NuVista Acquisition (defined below), have been satisfied or waived by the requisite lenders under the Term Credit Agreement. The Term Loan Facility is intended to finance the previously announced acquisition by Ovintiv Canada of all the issued and outstanding common shares of NuVista Energy Ltd. not already owned by Ovintiv Canada (the “NuVista Acquisition”).
The Term Loan Facility is scheduled to mature on the second anniversary of the Funding Date. The Term Loan Facility bears interest, at Ovintiv Canada’s option, at (i) Base Rate or Canadian Prime Rate (each as defined in the Term Credit Agreement), as applicable, plus an applicable margin ranging from 0.0 basis points to 100.0 basis points, depending on Ovintiv’s credit ratings, or (ii) Term SOFR or Adjusted Term CORRA (each as defined in the Term Credit Agreement), as applicable, plus an applicable margin ranging from 100.0 basis points to 200.0 basis points, depending on Ovintiv’s credit ratings. Ovintiv Canada’s obligations under the Term Credit Agreement are guaranteed by Ovintiv.
The Term Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default that Ovintiv considers customary for an agreement of that type, including a covenant that requires Ovintiv’s ratio of consolidated debt to consolidated capitalization (expressed as a percentage) not to exceed 60% as of the last day of each fiscal quarter. Under the Term Credit Agreement, if an event of default exists, the lenders holding (a) prior to the funding of the loans under the Term Loan Facility on the Funding Date, more than 50% of the commitments under the Term Credit Agreement and (b) on and after the funding of the loans under the Term Loan Facility on the Funding Date, more than 50% of the aggregate principal amount of all the loans outstanding under the Term Credit Agreement, may terminate all of the commitments under the Term Credit Agreement and require the immediate repayment of all outstanding borrowings under the Term Credit Agreement.
One or more lenders party to the Term Credit Agreement have in the past performed, and may in the future, from time to time, perform investment banking, financial advisory, lending or commercial banking services for Ovintiv and its subsidiaries, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.
The above description of the material terms and conditions of the Term Credit Agreement is a summary only and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Term Credit Agreement, which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| Exhibit 10.1* | Two-Year Term Credit Agreement, dated as of November 25, 2025, among Ovintiv Canada ULC, as Borrower, Ovintiv Inc., as Parent, JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent, and the lenders party thereto. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Ovintiv hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the Securities and Exchange Commission. |
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.
Dated: December 1, 2025
| OVINTIV INC. | ||
| (Registrant) | ||
| By: | /s/ Dawna I. Gibb | |
| Name: | Dawna I. Gibb | |
| Title: | Assistant Corporate Secretary | |