UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Current Report
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Explanatory Note
On August 2, 2023, Civitas Resources, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission announcing the completion, on August 2, 2023, of the Company’s acquisition of all of the issued and outstanding equity interests of (i) Hibernia Energy III, LLC, a Delaware limited liability company (“Hibernia Energy”), and Hibernia Energy III-B, LLC, a Delaware limited liability company, and (ii) Tap Rock AcquisitionCo, LLC, a Delaware limited liability company (“Tap Rock AcquisitionCo”), Tap Rock Resources II, LLC, a Delaware limited liability company (“Tap Rock II”), and Tap Rock NM10 Holdings, LLC, a Delaware limited liability company (the “Acquisition”). The Company amended the Original Report on September 29, 2023 to file (i) the audited consolidated financial statements of Hibernia Energy as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, (ii) the unaudited consolidated financial statements of Hibernia Energy as of June 30, 2023 and for the six months ended June 30, 2023 and 2022, (iii) the audited consolidated financial statements of Tap Rock AcquisitionCo as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, (iv) the unaudited consolidated financial statements of Tap Rock AcquisitionCo as of June 30, 2023 and for the six months ended June 30, 2023 and 2022, (v) the audited consolidated financial statements of Tap Rock II as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, (vi) the unaudited condensed consolidated financial statements of Tap Rock II as of June 30, 2023 and for the six months ended June 30, 2023 and 2022 and (vii) the unaudited pro forma condensed combined financial information of the Company as of June 30, 2023, for the six months ended June 30, 2023, and for the year ended December 31, 2022. The Company is filing this Current Report on Form 8-K to provide certain additional pro forma financial information relating to the Acquisition.
| Item 8.01. | Other Events. |
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 is filed herewith and attached hereto as Exhibit 99.1, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Information of Civitas Resources, Inc. for the nine months ended September 30, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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 |