18 May 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. President and CEO Eric T. Greager had 2,198 shares withheld for taxes on vesting stock.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
18 May 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. SVP, Operations Dean Tinsley had 797 shares withheld for taxes on vesting stock.
14 May 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. EVP & Chief Financial Officer Brant Demuth sold 6,315 shares.
11 May 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. President and CEO Eric T. Greager had 3,857 shares withheld for taxes on vesting stock.
11 May 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. SVP, Operations Dean Tinsley had 1,016 shares withheld for taxes on vesting stock.
11 May 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. Vice President and CAO Sandra Garbiso had 644 shares withheld for taxes on vesting stock.
11 May 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. EVP, General Counsel & Secy. IV Cyrus D Marter had 1,185 shares withheld for taxes on vesting stock.
11 May 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. EVP & Chief Financial Officer Brant Demuth had 1,185 shares withheld for taxes on vesting stock.
10 May 2021business combination● Neutral
This May 10, 2021 filing furnishes the press release and investor presentation for the Extraction Oil & Gas merger of equals signed May 9, 2021. It adds no new terms in the visible text (the press release is truncated beyond the headline: all-stock deal, combined company named Civitas Resources, about $2.6 billion enterprise value, roughly 425,000 net acres in the DJ Basin). It supports the merger thread already opened.
10 May 2021business combination● NeutralMajor
On May 9, 2021 the company signed a merger of equals with Extraction Oil & Gas: each Extraction share converts into 1.1711 company shares, leaving each side's holders with about 50% of the combined company. The combined company is to be renamed Civitas Resources (ticker CIVI), with Ben Dell as chairman and Eric Greager as CEO on an eight-member board. Closing needs both sides' shareholder votes, antitrust clearance and an effective S-4, with a November 9, 2021 outside date and a $37.5 million termination fee in specified cases. This starts a new merger thread right after the HighPoint closing.
10 May 2021substantial holder notice● Neutral
Franklin Resources, Inc, Charles B. Johnson, Rupert H. Johnson, Jr, Franklin Advisers, Inc disclosed a new substantial CIVITAS RESOURCES, INC. shareholding (17.10% of votes).
28 Apr 2021agm notice● Neutral
Bonanza Creek (now Civitas) sent out its proxy statement for a virtual annual meeting on June 2, 2021. Holders were asked to elect seven directors, ratify Deloitte as auditor, approve a 2021 incentive plan, hold an advisory pay vote and ratify the Tax Benefits Preservation Plan.
12 Apr 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. President and CEO Eric T. Greager had 11,619 shares withheld for taxes on vesting stock.
1 Apr 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. director James E Craddock received 646 shares as part of the equity award.
1 Apr 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. director Audrey Robertson received 646 shares as part of the equity award.
1 Apr 2021asset acquisition disposition▲ GoodMajor
On April 1, 2021 the company completed the HighPoint acquisition through HighPoint's confirmed prepackaged plan: HighPoint is now a wholly-owned subsidiary, HighPoint shareholders get 0.11464 company shares per share, and holders of the $625 million of HighPoint notes received 9,314,214 shares and $100 million of new 7.5% senior notes due 2026. The credit facility was amended the same day, raising maximum commitments from $750M to $1,000M and the borrowing base from $260M to $500M (LIBOR floor 0.50%, max net leverage 3.0x), and HighPoint's own credit facility was paid off and terminated. Franklin Advisers also signed a registration rights agreement with sale limits. This resolves the HighPoint merger thread; the visible text is truncated, so any leadership change (Item 5.02) is not seen.
1 Apr 2021director interest notice● Neutral
Audrey Robertson became a CIVITAS RESOURCES, INC. director and company insider (initial ownership filing).
1 Apr 2021director interest notice● Neutral
James E Craddock became a CIVITAS RESOURCES, INC. director and company insider (initial ownership filing).
22 Mar 2021business combination▲ GoodMajor
On March 18, 2021 the Delaware bankruptcy court confirmed HighPoint's prepackaged Chapter 11 plan, which carries out the November 2020 merger agreement and the noteholder support agreement. Closing is still subject to the conditions in the plan and merger documents, so this moves the HighPoint deal forward but the completion is not yet reported here.
9 Mar 2021director interest notice● Neutral
CIVITAS RESOURCES, INC. SVP, Operations Dean Tinsley sold 1,992 shares at $38.20.
1 Mar 2021business combination● Neutral
An 8-K filed March 1, 2021 attaches HighPoint's annual report for 2020 (plus auditor and petroleum engineer consents) so it counts as part of the two merger registration statements. It adds no new deal terms; the HighPoint merger and note exchange continue as before, and the filing does not give the financial figures in the visible text.
16 Feb 2021substantial holder notice● Neutral
GEN IV INVESTMENT OPPORTUNITIES, LLC, LSP GENERATION IV, LLC, LSP INVESTMENT ADVISORS, LLC reported no remaining CIVITAS RESOURCES, INC. shareholding in its periodic institutional filing.
12 Feb 2021substantial holder notice● Neutral
Dimensional Fund Advisors LP reported a CIVITAS RESOURCES, INC. shareholding of 1,664,448 shares (8.00% of votes) in a periodic institutional filing.
11 Feb 2021business combination● NeutralMajor
An 8-K says the SEC declared both HighPoint-deal registration statements effective on February 9, 2021. On February 10 the company set its shareholder vote for March 12, 2021 (record date February 1, 2021) and launched the exchange offers for HighPoint's 7.0% 2022 and 8.75% 2025 notes. HighPoint began collecting noteholder consents and votes on its prepackaged Chapter 11 plan at the same time. This moves the merger from filing stage to active voting and tendering. Closing is not yet reported, and the expiration dates are not seen in the visible text.
11 Feb 2021substantial holder notice● Neutral
Donald Smith & Co., Inc, DSCO Value Fund, L.P disclosed a new substantial CIVITAS RESOURCES, INC. shareholding (5.39% of votes).
10 Feb 2021securities registration● Neutral
Bonanza Creek filed the final joint proxy statement/prospectus for its proposed acquisition of HighPoint, with both companies' stockholder meetings set for March 12, 2021. Bonanza Creek holders would own about 68% of the combined company and HighPoint stakeholders about 32%.
10 Feb 2021securities registration● Neutral
Bonanza Creek filed the final prospectus for its exchange offer to HighPoint noteholders, offering at least 14.9027424 shares and $138.46 of new 7.5% notes per $1,000 of notes. The offer and Chapter 11 plan vote expire March 11, 2021, and the shares were valued at $352.30 at the February 5 close.
10 Feb 2021substantial holder notice● Neutral
The Vanguard Group reported a CIVITAS RESOURCES, INC. shareholding of 1,385,731 shares (6.65% of votes) in a periodic institutional filing.
5 Feb 2021business combination● Neutral
Amendment No. 2 to the noteholder-exchange S-4, dated February 5, 2021, keeps the minimum payout per $1,000 of HighPoint notes at 14.9027424 company shares (valued at $318.77 at the February 1, 2021 close) and $138.46 of new 7.5% notes due 2026, plus accrued interest and the $2.50 consent fee. Total stock remains 9,314,214 shares and the new notes equal $100 million minus untendered HighPoint notes. The 97.5% test applies to each series. The company's subsidiaries are listed as guarantor registrants. The expiration and voting deadlines are still blank, so the exchange timetable is not yet set.
5 Feb 2021business combination● Neutral
Amendment No. 2 to the joint proxy S-4, dated February 5, 2021, sets the company's special meeting for March 12, 2021 at 9:00 a.m. Mountain Time, held virtually. The board unanimously recommends voting for the share issuance, which needs a majority of votes cast. Deal terms are unchanged: existing holders about 68%, HighPoint stockholders about 1.6%, participating noteholders about 30.4%, and 0.114 shares per HighPoint share. The prepackaged Chapter 11 remains the fallback. This resolves the blank meeting date for the company's vote; the HighPoint meeting date is not seen in the truncated text.