Civitas Resources Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
On May 29, 2025, Civitas Resources, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it has priced an upsized offering of $750 million in aggregate principal amount of new 9.625% senior unsecured notes due 2033 in a private offering (the “Offering”) to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is expected to close on June 3, 2025, subject to the satisfaction of customary closing conditions.
A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Forward-Looking Statements and Cautionary Statements
Certain statements in this Current Report on Form 8-K, including those that express belief, expectation, or intention, are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding the Company’s plans and expectations with respect to the Offering, including the anticipated use of the proceeds therefrom and the expected closing date thereof. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the Company’s future financial condition, results of operations, strategy and plans; changes in capital markets and the ability of the Company to finance operations in the manner expected; the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected.
Additional information concerning other factors that could cause results to differ materially from those described above can be found under Item 1A. “ Risk Factors” and “Management’s Discussion and Analysis” sections in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequently filed Quarterly Reports on Form 10-Q and in other filings and reports that the Company may file or furnish from time to time with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at the time they were made. The Company assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release issued May 29, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as 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 29, 2025 | By: | /s/ Adrian Milton |
| Name: | Adrian Milton | |
| Title: | Senior Vice President, General Counsel and Assistant Corporate Secretary | |