Ovintiv Inc. announced that NMB Stock Trust, a Delaware statutory trust, intends to offer for sale 15,000,000 shares of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s shelf registration statement previously filed with the Securities and Exchange Commission.
The Offering consists entirely of secondary shares to be sold by the Selling Stockholder. The Selling Stockholder will receive all of the net proceeds from the Offering. Ovintiv is not offering any shares of common stock in the Offering and will not receive any proceeds from the sale of shares in the Offering.
Ovintiv issued the shares to the Selling Stockholder on June 12, 2023 as part of the consideration for its acquisition of certain upstream oil and gas assets located in the Permian Basin from portfolio companies of funds managed by EnCap Investments L.P. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed.
In addition, the Company announced that the Company intends to repurchase from the underwriter, out of the 15,000,000 shares of common stock that are subject to the Offering, 1,000,000 shares of the Company’s common stock at a price per share equal to the price at which the underwriter will purchase the shares from the Selling Stockholder in the Offering. The Offering is not conditioned upon the closing of the repurchase, but the repurchase is conditioned upon the closing of the Offering.
J.P. Morgan will act as the underwriter for this Offering. The shares will be sold in a registered offering pursuant to an effective automatic shelf registration statement on Form S-3 that was previously filed with the U.S. Securities and Exchange Commission (the “SEC”), a prospectus and a related prospectus supplement. A copy of the prospectus relating to the securities can be obtained from J.P. Morgan Securities LLC, via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (866) 803-9204, email: email@example.com. The documents may also be accessed by visiting the SEC’s website at www.sec.gov.