UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Current Report
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| Item 8.01. | Other Events. |
On May 15, 2024, Civitas Resources, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with CPPIB Crestone Peak Resources Canada Inc. (the “Selling Stockholder”) and BofA Securities, Inc. (the “Underwriter”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholder, 6,956,520 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (such offering, the “Offering”). Under the terms of the Underwriting Agreement, the Selling Stockholder granted the Underwriter a 30-day option to purchase up to 1,043,478 additional shares of Common Stock (the “Option Shares”) from the Selling Stockholder.
The Offering closed on May 20, 2024. The Company did not receive any proceeds from the sale of shares of Common Stock in the Offering and will not receive any proceeds from any future sales of Option Shares.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions, and termination provisions. The Company and the Selling Stockholder have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering was made pursuant to a prospectus supplement, dated May 15, 2024, and filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2024, and the base prospectus, dated March 21, 2022, filed as part of the Company’s automatic shelf registration statement (File No. 333-263753) filed with the SEC on March 21, 2022.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Kirkland & Ellis LLP has issued an opinion, dated May 15, 2024, regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | ||
| 1.1 | Underwriting Agreement, dated May 15, 2024, among Civitas Resources, Inc., CPPIB Crestone Peak Resources Canada Inc., and BofA Securities, Inc. | ||
| 5.1 | Opinion of Kirkland & Ellis LLP. | ||
| 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | ||
| 104 | The cover page from this Current Report on Form 8-K, formatted in inline XBRL. | ||
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.
| CIVITAS RESOURCES, INC. | ||
| Date: May 20, 2024 | By: | /s/ Adrian Milton |
| Name: | Adrian Milton | |
| Title: | Senior Vice President, General Counsel and Assistant Corporate Secretary | |