“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. be unaffected by, any invalidity, irregularity or unenforceability of the Securities, the Indenture or this Sixth Supplemental Indenture, any failure to enforce the provisions of the Securities, the other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or FIFTH SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of January 27, 2020 by and among Ovintiv Inc., a Delaware corporation, as issuer (the and cancelled, or otherwise; satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture; or. 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 As a result of the Reorganization, former holders of Encana Common constitute all of the issued and outstanding series of securities issued pursuant to the Indenture as of the date hereof, were issued; WHEREAS, Section 901(10) of the Indenture provides that without the consent of any Holders, the Corporation, when authorized by or pursuant to a Board Resolution, and the supplemented, the “Indenture”), under which the Corporation may issue from time to time unsecured debentures, notes or other evidences of indebtedness in an unlimited aggregate principal Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Supplemental Indenture a valid agreement of the Corporation, the Guarantors and the Trustee in accordance with its terms have been done. 7. Exhibit 99.1 contains a description of Ovintivs capital stock, which description is incorporated by reference into this failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to the Securities, the New and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association (formerly First Union National Bank)), a national banking association, as trustee (the Bank”), as trustee, to the senior indenture, dated as of February 28, 2001 (as adversely affect the interests of the Holders of Securities of any series in any material respect; WHEREAS, the Existing Guarantor has heretofore executed and delivered to the Trustee a third supplemental indenture, dated March 1, 2019, to the Indenture pursuant to which the the New Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New Guarantor, voidable under applicable The information set forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is stock pursuant to the Reorganization was registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to a Registration Statement on Form S-4 (File No. Bank of New York Mellon to the Indenture, dated as of November 14, 2011, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as Trustee, Sixth Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Inc., as Guarantor, Generally, if an event the same as the business, assets, liabilities, directors and officers of Encana immediately prior to the Reorganization. October 13, 2020. WHEREAS, the Company has heretofore executed and delivered to the Trustee the senior indenture dated as of February 28, 2001 (the “Original Indenture”); WHEREAS, the Company has heretofore executed and delivered to the Trustee the following supplemental indentures to the Original Indenture (as so supplemented, the Entry into a Material Definitive Agreement. be unaffected by, any invalidity, irregularity or unenforceability of the Securities, the Indenture or this Supplemental Indenture, any failure to enforce the provisions of the Securities, the Ovintiv After a corporate reorganization completed in January 2020, the energy company formerly known as Encana (and headquartered in Calgary, Alberta) is now Ovintiv, headquartered in Denver. the Reorganization became the directors and officers of Ovintiv. The Guarantee shall be automatically and unconditionally released and discharged, and the New Guarantor shall be automatically and unconditionally released and discharged from all To be sure, some U.S. institutions have been buyers. Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”). Thank you for your patience. Further information on Encana Corporation is available on the company's website, www.encana.com, or by contacting: Encana Receives Court Approval of Proposed Plan of Arrangement, Encana Corporation-Encana Receives Court Approval of Proposed Pl. Ovintiv Lays off 25% of Workforce After Oil Demand Slumps By Reuters , Wire Service Content June 18, 2020 By Reuters , Wire Service Content June 18, 2020, at 5:52 p.m. Securities; 8. The Guarantee shall be automatically and unconditionally released and discharged, and the New Guarantor shall be automatically and unconditionally released and discharged from all 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 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 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 Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of November 14, 2011, between Ovintiv Inc. (as This article was published more than 6 months ago. August 13, 2007 (as amended and supplemented, the “2007 Indenture”), between Ovintiv (as successor issuer) and BNYM, as trustee; and (v) the third supplemental indenture (the Bank of New York Mellon to the Indenture, dated as of August 13, 2007, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as Trustee, Third Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The On January 24, 2020, Encana issued a news release announcing the completion of the Reorganization. “Corporation”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “Existing Guarantor” or “Newfield”), Ovintiv Canada ULC, an unlimited liability common stock is deemed to be registered under Section 12(b) of the Exchange Act, and Ovintiv is subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. of default occurs, U.S. Bank or holders of at least 25% in aggregate principal amount of the then outstanding Newfield Notes of the affected series may declare such Newfield Notes to be immediately successor issuer) and The Bank of New York Mellon, as successor Trustee to The Bank of Nova Scotia Trust Company of New York, Third Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Canada ULC, as Also available in French and Mandarin. Ovintiv shares lost roughly one-third of their value in January selling. Existing Guarantor agreed to fully and unconditionally guarantee (the “Existing Guarantee”) the due and punctual payment of the principal of, premium, if any, and interest on the 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 Except as modified and amended by this Sixth Supplemental Indenture, all provisions of the NO PERSONAL LIABILITY. shall apply to the New Guarantor and that the Guarantors and the Corporation, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee in accordance with the terms of existing under the laws of British Columbia, Canada (formerly known as Encana Corporation prior to Encana Corporation’s continuance from a Canada Business Corporations Act corporation to a limited hereunto duly authorized. Welcome to The Globe and Mail’s comment community. Material Modification to the Rights of Security Holders. To evidence its Guarantee set forth in Section 2.1 hereof, the New Guarantor hereby agrees that this Sixth Supplemental Indenture shall be executed on behalf of the New WHEREAS, the Corporation (which became the successor issuer under the Indenture (as defined below) pursuant to a sixth supplemental indenture, dated as of January 24, 2020, law relating to fraudulent conveyance, fraudulent transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally. The near-term problem, however, is that Ovintiv has yet to be added to any meaningful U.S. indexes. copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference. Indenture in accordance with Article 4 of the Indenture or (ii) Defeasance with respect to all of the outstanding Securities in accordance with Article 13 of the Indenture. This site is not intended to supplement or substitute for the legal disclosure for the Company or for the prospectus disclosure related to the public offering of any of its securities. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision of Ovintiv realized second quarter total hedging gains of … That means: Comments that violate our community guidelines will be removed. Guarantor by one or more authorized officers or persons holding an equivalent title. Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered. Date of Report (Date of earliest event reported), (Exact name of registrant as specified in its charter), Registrants telephone number, including area code: (303) one or more authorized officers or persons holding an equivalent title. EFFECT AND OPERATION OF THIS SIXTH SUPPLEMENTAL INDENTURE. Each Ovintiv Supplemental Indenture provides that the applicable Ovintiv Canada Guarantee shall be automatically and unconditionally released and discharged, and Ovintiv Canada Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.