Civitas Solutions (CIVI) Prices Notes Offering

Civitas Resources, Inc. (NYSE: CIVI) today announced that it has priced a private placement to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended of $1,350 million in aggregate principal amount of new 8.375% senior notes due 2028 and $1,350 million in aggregate principal amount of new 8.750% senior notes due 2031 at par. The Offering is expected to close on June 29, 2023, subject to the satisfaction of customary closing conditions.

The Company expects to use the net proceeds from the Offering, together with cash on hand and borrowings under the Company’s existing credit facility, to fund a portion of the consideration for the Acquisitions (as defined below). The Notes will be subject to a full or partial “special mandatory redemption” in the event that the transactions contemplated by the Acquisition Agreements (as defined below) are not consummated on or before October 31, 2023, or if the Company notifies the trustee of the Notes that it will not pursue the consummation of either or both of the Acquisitions.

The Notes to be offered will not be registered under the Securities Act or under any state or other securities laws, and the Notes will be issued pursuant to an exemption therefrom, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. Person, absent registration or an applicable exemption from registration requirements.

The Notes are being offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are non-“U.S. persons” outside the United States under Regulation S as defined under applicable securities laws.

This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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