Ovintiv Inc. (OVV) lines up $1.2B term credit facility to fund NuVista Energy acquisition

Rhea-AI Filing Summary

Ovintiv Inc. entered into a new Two-Year Term Credit Agreement providing a term loan facility of up to $1.2 billion. The facility will be funded once certain conditions are met, including the substantially concurrent closing of Ovintiv Canada ULC’s acquisition of all NuVista Energy Ltd. common shares it does not already own. Ovintiv guarantees Ovintiv Canada’s obligations under the agreement.

The term loan will mature on the second anniversary of the funding date and will bear interest at either a base or Canadian prime rate plus an applicable margin of 0–100 basis points, or at Term SOFR or Adjusted Term CORRA plus 100–200 basis points, in each case depending on Ovintiv’s credit ratings. The agreement includes covenants typical for this type of facility, including a requirement that Ovintiv’s consolidated debt-to-capitalization ratio not exceed 60% at each quarter-end, as well as customary events of default that could allow lenders holding more than 50% of commitments or outstanding loans to terminate commitments and demand immediate repayment.

Insights

Credit & Capital Structure Analyst

Ovintiv secures a $1.2B two-year term loan to fund the NuVista acquisition under standard investment-grade style covenants.

Ovintiv has arranged a Two-Year Term Credit Agreement that provides a term loan facility of up to $1.2 billion, tied to completing the NuVista Energy Ltd. acquisition. This creates a defined, short-dated source of acquisition financing, with Ovintiv Canada ULC as borrower and the parent guaranteeing the debt.

Pricing is linked to credit ratings, with margins ranging from 0–100 basis points over Base or Canadian Prime rates, or 100–200 basis points over Term SOFR or Adjusted Term CORRA, which is consistent with market-based acquisition financing. The facility matures on the second anniversary of the funding date, reinforcing its role as a bridge-style or medium-term instrument rather than permanent capital.

The covenant limiting the consolidated debt-to-capitalization ratio to a maximum of 60% at each fiscal quarter-end imposes a clear balance sheet constraint. If an event of default occurs, lenders holding more than 50% of commitments or outstanding loans may terminate commitments and demand immediate repayment, underscoring the importance of maintaining compliance as the NuVista transaction closes and is integrated.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 25, 2025

Ovintiv Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39191		84-4427672
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Suite 1700, 370 17th Street Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

(303) 623-2300

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OVV		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 Entry into a Material Definitive Agreement.

On November 25, 2025, Ovintiv Inc. (“Ovintiv”) entered into a Two-Year Term Credit Agreement (the “Term Credit Agreement”), by and among Ovintiv Canada ULC (“Ovintiv Canada”), as Borrower, Ovintiv, as Parent, JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent, and the lenders party thereto. The Term Credit Agreement provides for a two-year term loan facility in an aggregate principal amount of up to $1.2 billion (the “Term Loan Facility”) to be funded on the date (the “Funding Date”) on which certain conditions, including the substantially concurrent consummation of the NuVista Acquisition (defined below), have been satisfied or waived by the requisite lenders under the Term Credit Agreement. The Term Loan Facility is intended to finance the previously announced acquisition by Ovintiv Canada of all the issued and outstanding common shares of NuVista Energy Ltd. not already owned by Ovintiv Canada (the “NuVista Acquisition”).

The Term Loan Facility is scheduled to mature on the second anniversary of the Funding Date. The Term Loan Facility bears interest, at Ovintiv Canada’s option, at (i) Base Rate or Canadian Prime Rate (each as defined in the Term Credit Agreement), as applicable, plus an applicable margin ranging from 0.0 basis points to 100.0 basis points, depending on Ovintiv’s credit ratings, or (ii) Term SOFR or Adjusted Term CORRA (each as defined in the Term Credit Agreement), as applicable, plus an applicable margin ranging from 100.0 basis points to 200.0 basis points, depending on Ovintiv’s credit ratings. Ovintiv Canada’s obligations under the Term Credit Agreement are guaranteed by Ovintiv.

The Term Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default that Ovintiv considers customary for an agreement of that type, including a covenant that requires Ovintiv’s ratio of consolidated debt to consolidated capitalization (expressed as a percentage) not to exceed 60% as of the last day of each fiscal quarter. Under the Term Credit Agreement, if an event of default exists, the lenders holding (a) prior to the funding of the loans under the Term Loan Facility on the Funding Date, more than 50% of the commitments under the Term Credit Agreement and (b) on and after the funding of the loans under the Term Loan Facility on the Funding Date, more than 50% of the aggregate principal amount of all the loans outstanding under the Term Credit Agreement, may terminate all of the commitments under the Term Credit Agreement and require the immediate repayment of all outstanding borrowings under the Term Credit Agreement.

One or more lenders party to the Term Credit Agreement have in the past performed, and may in the future, from time to time, perform investment banking, financial advisory, lending or commercial banking services for Ovintiv and its subsidiaries, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.

The above description of the material terms and conditions of the Term Credit Agreement is a summary only and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Term Credit Agreement, which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
Exhibit 10.1*		Two-Year Term Credit Agreement, dated as of November 25, 2025, among Ovintiv Canada ULC, as Borrower, Ovintiv Inc., as Parent, JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent, and the lenders party thereto.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Ovintiv hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the Securities and Exchange Commission.

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.

Dated: December 1, 2025

OVINTIV INC.
(Registrant)
By:		/s/ Dawna I. Gibb
Name:		Dawna I. Gibb
Title:		Assistant Corporate Secretary

FAQ

What new credit facility did Ovintiv Inc. (OVV) enter into?

Ovintiv Inc. entered into a Two-Year Term Credit Agreement that provides a term loan facility in an aggregate principal amount of up to $1.2 billion, with Ovintiv Canada ULC as borrower and Ovintiv Inc. as guarantor.

What is the purpose of Ovintiv's new $1.2 billion term loan facility?

The term loan facility is intended to finance the acquisition by Ovintiv Canada ULC of all issued and outstanding common shares of NuVista Energy Ltd. not already owned by Ovintiv Canada.

When does Ovintiv's new term loan facility mature and when will it fund?

The term loan facility is scheduled to mature on the second anniversary of the Funding Date. Funding will occur once specified conditions are satisfied or waived, including the substantially concurrent consummation of the NuVista acquisition.

How is interest calculated under Ovintiv's Two-Year Term Credit Agreement?

Interest is based on either Base Rate or Canadian Prime Rate plus a margin of 0–100 basis points, or on Term SOFR or Adjusted Term CORRA plus 100–200 basis points, in each case depending on Ovintiv’s credit ratings.

What key financial covenant applies to Ovintiv under the new credit agreement?

The agreement includes a covenant requiring Ovintiv’s ratio of consolidated debt to consolidated capitalization, expressed as a percentage, to not exceed 60% as of the last day of each fiscal quarter.

What happens if Ovintiv defaults under the new term loan facility?

If an event of default exists, lenders holding more than 50% of commitments (before funding) or more than 50% of outstanding loans (after funding) may terminate commitments and require immediate repayment of all outstanding borrowings.