UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
Current Report
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Civitas Resources, Inc., a Delaware corporation (the “Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2024 (the “Original Report”). As previously disclosed in the Original Report, on January 2, 2024, the Company completed its acquisition of certain oil and gas properties, interests and related assets located in Glasscock, Martin, Midland, Reagan and Upton Counties, Texas from Vencer Energy, LLC, a Delaware limited liability company (“Vencer”).
The Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to file (i) the audited financial statements of Vencer as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 and (ii) the unaudited pro forma condensed combined financial information of the Company as of December 31, 2023 and for the year ended December 31, 2023. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Report.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The audited balance sheet of Vencer as of December 31, 2023 and 2022 and the audited statements of operations, changes in members’ equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.1, and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of the Company and its subsidiaries as of December 31, 2023 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.2, and are incorporated herein by reference.
(d) Exhibits.
|
Exhibit |
Description | |
| 23.1 | Consent of KPMG LLP, independent auditors for Vencer Energy, LLC. | |
| 99.1 | Audited Financial Statements of Vencer Energy, LLC as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022. | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information of Civitas Resources, Inc. as of December 31, 2023 and for the year ended December 31, 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: | March 15, 2024 | Civitas Resources, Inc. | |
| By: | /s/ Adrian Milton | ||
| Name: | Adrian Milton | ||
| Title: | Senior Vice President, General Counsel and Assistant Corporate Secretary |