UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Civitas Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
17888H 103
(CUSIP Number)
Kathryn Daniels
Canada Pension Plan Investment Board
CPPIB Crestone Peak Resources Canada Inc.
One Queen Street East, Suite 2500
Toronto, Ontario M5C 2W5 Canada
(416) 868-4075
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 17888H 103 | 13D | Page 1 of 10 pages |
| 1 | Names of Reporting Persons
Canada Pension Plan Investment Board | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
|
| 6 | Citizenship or Place of Organization
Canada | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
16,480,721 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power 16,480,721 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,480,721 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
|
| 13 | Percent of Class Represented by Amount in Row (11)
16.5%1 | |
| 14 | Type of Reporting Person
CO | |
1 Calculated based on the 100,091,389 shares of common stock of the issuer outstanding as of April 26, 2024, as reported in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2024.
| CUSIP No. 17888H 103 | 13D | Page 2 of 10 pages |
| 1 | Names of Reporting Persons
CPPIB Crestone Peak Resources Canada Inc. | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
|
| 6 | Citizenship or Place of Organization
Canada | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
16,480,721 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power 16,480,721 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,480,721 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
|
| 13 | Percent of Class Represented by Amount in Row (11)
16.5%2 | |
| 14 | Type of Reporting Person
CO | |
2 Calculated based on the 100,091,389 shares of common stock of the issuer outstanding as of April 26, 2024, as reported in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2024.
| CUSIP No. 17888H 103 | 13D | Page 3 of 10 pages |
Explanatory Note
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on November 12, 2021 and amended on January 27, 2023 (as so amended prior to the date hereof, the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (“Common Stock”), of Civitas Resources, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
| Item 2. | Identity and Background |
Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following information:
On May 15, 2024, CPPIB Crestone Peak Resources Canada Inc. (“CP Canada”) agreed to sell 6,956,520 shares of Common Stock at a price of $73.22 per share (the “Offering”) to BofA Securities, Inc. (the “Underwriter”), and at the option of the Underwriter, up to an additional 1,043,478 shares of Common Stock at such price per share, in each case, pursuant to the terms and conditions of the underwriting agreement (the “Underwriting Agreement”) entered into among the Issuer, CP Canada and the Underwriter. The sale of 6,956,520 shares of Common Stock to the Underwriter is expected to be completed on May 20, 2024.
Pursuant to the Underwriting Agreement, CP Canada agreed that, subject to specified exceptions, without the prior written consent of the Underwriter, CP Canada will not, and will not cause any direct or indirect affiliate to, during the period ending 45 days after the date of the final prospectus with respect to the Offering: (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including Common Stock or such other securities to which CP Canada has beneficial ownership in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing.
| CUSIP No. 17888H 103 | 13D | Page 4 of 10 pages |
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as an exhibit to this Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof (the ownership percentages set forth below are calculated based on the 100,091,389 shares of Common Stock outstanding as of April 26 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2024):
| Reporting Person | Amount beneficially owned | Percent
of class | Sole
power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole
power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| Canada Pension Plan Investment Board | 16,480,721 | 16.5 | % | 0 | 16,480,721 | 0 | 16,480,721 | |||||||||||||||||
| CPPIB Crestone Peak Resources Canada Inc. | 16,480,721 | 16.5 | % | 0 | 16,480,721 | 0 | 16,480,721 | |||||||||||||||||
CP Canada directly owns 16,480,721 shares of Common Stock and Canada Pension Plan Investment Board (“CPPIB”) is an indirect beneficial owner of such Common Stock owned by CP Canada. CP Canada and CPPIB have shared voting power and shared dispositive power with respect to such 16,480,721 shares.
(c) Except as described in Item 4 of the Schedule 13D, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.
(d) None.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is amended and supplemented by inserting the following information:
Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of the Underwriting Agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.
| CUSIP No. 17888H 103 | 13D | Page 5 of 10 pages |
| Item 7. | Materials to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
| CUSIP No. 17888H 103 | 13D | Page 6 of 10 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 17, 2024
| Canada Pension Plan Investment Board | ||
| By: | /s/ Kathryn Daniels | |
| Name: | Kathryn Daniels | |
| Title: | Managing Director, Head of Compliance, Legal | |
| CPPIB Crestone Peak Resources Canada Inc. | ||
| By: | /s/ Ryan Barry | |
| Name: | Ryan Barry | |
| Title: | Secretary | |
| CUSIP No. 17888H 103 | 13D | Page 7 of 10 pages |
Schedule I
Directors and Officers of Canada Pension Plan Investment Board
The name, present principal occupation or employment, business address and citizenship of each of the directors and executive officers are set forth below.
Directors of Canada Pension Plan Investment Board
Judith Athaide
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Executive, The Cogent Group Inc.
Citizenship: Canada, United Kingdom
Sylvia Chrominska
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Dean Connor
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
William ‘Mark’ Evans
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Ashleigh Everett
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Executive, Royal Canadian Securities Limited
Citizenship: Canada
Tahira Hassan
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada, Pakistan
Nadir Mohamed
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
John Montalbano
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Barry Perry
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
| CUSIP No. 17888H 103 | 13D | Page 8 of 10 pages |
Mary Phibbs
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Australia, United Kingdom
Boon Sim
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: United States
Executive Officers of Canada Pension Plan Investment Board
John Graham
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: President and Chief Executive Officer
Citizenship: Canada, United Kingdom
Maximilian Biagosch
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director, Global Head of Real Assets & Head of Europe
Citizenship: Germany
Edwin D. Cass
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Investment Officer
Citizenship: Canada
Andrew Edgell
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Credit Investments
Citizenship: Canada
Kristina Fanjoy
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Financial Officer
Citizenship: Canada, Croatia
Frank Ieraci
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Active Equities and Investment Science
Citizenship: Canada
Manroop Jhooty
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Head of Total Fund Management
Citizenship: Canada
Suyi Kim
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Private Equity
Citizenship: South Korea
| CUSIP No. 17888H 103 | 13D | Page 9 of 10 pages |
Michel Leduc
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Public Affairs and Communications
Citizenship: Canada
Geoffrey Rubin
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director, One Fund Strategist
Citizenship: Canada, United States
Priti Singh
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Capital Markets and Factor Investing
Citizenship: Canada
Mary Sullivan
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Talent Officer
Citizenship: Canada
Agus Tandiono
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director, Head of Asia Pacific & Active Equities Asia
Citizenship: Indonesia
Patrice Walch-Watson
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director, General Counsel & Corporate Secretary
Citizenship: Canada
Kristen Walters
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Risk Officer
Citizenship: United States
Jon Webster
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Operating Officer
Citizenship: United Kingdom
Directors and Officers of CPPIB Crestone Peak Resources Canada Inc.
The name, present principal occupation or employment, business address and citizenship of each of the directors and executive officers are set forth below.
Directors of CPPIB Crestone Peak Resources Canada Inc.
Ryan Barry
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Managing Director, Head of Legal, Canada Pension Plan Investment Board
Citizenship: Canada
| CUSIP No. 17888H 103 | 13D | Page 10 of 10 pages |
Christina Fernandez
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Managing Director & Head of Tax and Structure Management
Citizenship: United Kingdom, Australia
Executive Officers of CPPIB Crestone Peak Resources Canada Inc.
John Graham
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: President and Chief Executive Officer, Canada Pension Plan Investment Board
Citizenship: Canada, United Kingdom
Ryan Barry
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Managing Director, Head of Legal, Canada Pension Plan Investment Board
Citizenship: Canada
Christina Fernandez
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Managing Director & Head of Tax and Structure Management, Canada Pension Plan Investment Board
Citizenship: United Kingdom, Australia
Brian Savage
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Managing Director, Legal, Canada Pension Plan Investment Board
Citizenship: Canada