shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Indenture. Each signed copy shall be an original, but all of them Effect on Indenture. Prior to the Reorganization, the Encana Common Shares were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Click here to subscribe. or otherwise, according to the terms hereof and of the Indenture. Each Ovintiv’s common stock will begin trading on the NYSE and the TSX at the opening of trading on January 27, 2020 It also did a reverse one-for-five stock split (which is reflected in all share counts in this story). Any term or provision of the Indenture and this Sixth Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Securities guaranteed hereunder by this Sixth Supplemental Indenture or the Indenture that is required to be included by the TIA, the provision required by the TIA shall control. Encana said one of the primary reasons for the decampment to the United States was the desire to attract investment by large U.S. funds that track U.S. stock indexes. have any liability for any of the obligations of the Company or the Guarantors under the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. “Corporation”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “Existing Guarantor” or “Newfield”), Ovintiv Canada ULC, an unlimited liability 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)). this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act, the provision required by the Trust Indenture Act shall control. The heavy selling pressure over the past several months, from both sides of the border, helps explain how Ovintiv shares hit a 52-week low on Tuesday – which was also the lowest closing price since the creation of Encana in a 2002 merger. It turned out to be a value trap instead, as the shares fell from an average of $45 in the first quarter to an average of around $30 in the third quarter, and about $28 in the fourth quarter, as the institutions sold. We aim to create a safe and valuable space for discussion and debate. These customary events of default, which are set forth in Article 5 to Senior Indenture dated as of February 28, 2001. rights of a stockholder of Ovintiv under Delaware law and the rights of a former holder of Encana Common Shares as a shareholder of Encana under the CBCA. The Newfield Supplemental Indenture provides that the Ovintiv Guarantee shall be automatically and unconditionally released and discharged, and Ovintiv shall be automatically and Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of In connection with the completion CAPITALIZED TERMS. accounting standards provided pursuant to Section 13(a) of the Exchange Act. Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Sixth Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Inc., as Guarantor, Newfield Exploration Company, as Issuer, Ovintiv Canada ULC, as Guarantor, and Second quarter 2020 average realized prices including hedge of $39.70 per barrel for oil, $17.78 per barrel for NGLs and $2.09 per thousand cubic feet (Mcf) for natural gas, resulted in a total equivalent price of $21.21 per BOE. be immediately due and payable. among the Corporation, Encana Corporation, the Existing Guarantor and the Trustee) and the Trustee are parties to that certain indenture, dated as of November 14, 2011 (as amended and issuer) and The Bank of New York Mellon, as Trustee, Third Supplemental Indenture, dated as of January  27, 2020, among Ovintiv Canada ULC, as Corporation; WHEREAS, Newfield has outstanding the following series of debt securities: (i) 53/4% senior notes due 2022 (the “2022 Newfield Notes”); (ii) Ovintiv to Host its Third Quarter 2020 Results Conference Call on October 29, 2020. notation of such Guarantee on the Securities. “From a funds flow perspective, they need to get into the S&P 400 for the potential passive buying from U.S. investors to offset the loss from Canadian index funds," Mr. Cox said. The information set forth under Item 1.01 above under the heading “Supplemental Indentures” is incorporated by reference into this Item 3.03. IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed and attested, all as of the date first above written. The short-term price to be paid, Ovintiv understood, was expulsion from the S&P/TSX Composite and other indexes based on the Canadian stock market – and the sale of millions of shares by funds that track those indexes. FLS involve assumptions, risks and uncertainties that may cause such statements not to occur or results to differ materially. We hope to have this fixed soon. a Delaware corporation, as issuer (the “Company”), Ovintiv Inc., a Delaware corporation, as guarantor (the “New Guarantor”), Ovintiv Canada ULC, an unlimited liability corporation Non-subscribers can read and sort comments but will not be able to engage with them in any way. Trustee, may enter into one or more indentures supplemental thereto, for the purpose of making any provisions with respect to matters arising under the Indenture; provided such action shall not punctual payment of the principal of, premium, if any, and interest on Ovintiv’s (i) 3.90% notes due November 15, 2021 (the “2021 Notes”), (ii) 8.125% notes due September 15, 2030 Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of October  2, 2003, between Ovintiv Inc. (as successor adversely affect the interests of the Holders of Securities of any series in any material respect; [Signature Page to Third Supplemental Indenture to 2011 Indenture (Guarantee)]. incorporated by reference into this Item 3.03. ☐. All capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture. Some information in it may no longer be current. Ovintiv shares lost roughly one-third of their value in January selling. limitation or payment in full of the principal of, premium, if any, and interest on and any Additional Amounts that may be payable with respect to the Securities. If you are looking to give feedback on our new site, please send it along to, To view this site properly, enable cookies in your browser. Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”). reports this succession in accordance with Rule 12g-3(f) under the Exchange Act. Counterparts. Date of Report (Date of earliest event reported), (Exact name of registrant as specified in its charter), Registrant’s telephone number, including area code: (303) Lekto Brosseau was the company’s fourth-largest shareholder on Dec. 31, with just under 10.2 million shares, nearly 4 per cent of the company. “Exchange Act”), and listed on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (the “TSX”). As further described below, Ovintiv and Ovintiv Canada have entered into supplemental indentures pursuant to which and subject to the terms thereof (i) Ovintiv has fully and Except as expressly set forth herein, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions and cancelled, or otherwise; satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture; or. securities issued pursuant to the Ovintiv Indentures as of the date hereof. As of the date hereof, the Newfield Notes are outstanding in the following aggregate principal On January 27, 2020, Ovintiv Canada, as (new) guarantor, Ovintiv, as issuer, Newfield, as (existing) guarantor and The Bank of New York Mellon, as trustee (“BNYM”), Exhibit 99.1 contains a description of Ovintiv’s capital stock, which description is incorporated by reference into this Effective upon the completion of the Reorganization, Ovintiv entered into indemnification agreements (the “Indemnification Agreements”) with Any term or provision of the Indenture and this Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Securities guaranteed hereunder by the WHEREAS, the Corporation (which became the successor issuer under the Indenture (as defined below) pursuant to a second supplemental indenture, dated as of January 24, 2020, amount issuable in one or more series as provided therein and pursuant to which the Corporation’s 3.90% Notes due 2021 and 5.15% Notes due 2041 (collectively, the “Securities”), which together successor issuer) and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee, Third Supplemental Indenture, dated as of January  27, 2020, among Ovintiv Canada ULC, as The issuance of Ovintiv common The Section headings herein are for convenience only and shall not affect the construction hereof. due and payable. amended and supplemented, the “Newfield Indenture”) between Newfield and U.S. Bank, as successor trustee to Wachovia Bank, National Association (formerly First Union National Bank), pursuant Holder of Securities waives and releases all such liability. redemption or otherwise, and as if such payment were made by the Company. (iii) the Encana Corporation Employee Stock Appreciation Rights Plan, (iv) the Performance Share Unit Plan for Employees of Encana Corporation, (v) the Restricted Share Unit Plan for Employees of Encana Corporation, (vi) the Records filed with the U.S. Securities and Exchange Commission and compiled by S&P Global Market Intelligence show a dozen institutional investors sold off at least one million Encana shares in the fourth quarter.

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