Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Civitas Resources, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
17888H103
(CUSIP Number)
January 2, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 17888H103 | Schedule 13G | Page 2 of 13 |
| 1 | Names of Reporting Persons
Vencer Energy Holdings, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
7,181,527 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
7,181,527 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,527 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
7.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 17888H103 | Schedule 13G | Page 3 of 13 |
| 1 | Names of Reporting Persons
Vencer Energy AIV, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
7,181,527 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
7,181,527 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,527 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
7.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 17888H103 | Schedule 13G | Page 4 of 13 |
| 1 | Names of Reporting Persons
V-US Upstream Co. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
7,181,527 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
7,181,527 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,527 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
7.1% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 17888H103 | Schedule 13G | Page 5 of 13 |
| 1 | Names of Reporting Persons
Vitol US Holding Co. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
7,181,527 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
7,181,527 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,527 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
7.1% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 17888H103 | Schedule 13G | Page 6 of 13 |
| 1 | Names of Reporting Persons
Euromin Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
7,181,527 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
7,181,527 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,527 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
7.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 17888H103 | Schedule 13G | Page 7 of 13 |
| 1 | Names of Reporting Persons
Vitol Holding B.V. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Netherlands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
7,181,527 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
7,181,527 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,527 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
7.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 17888H103 | Schedule 13G | Page 8 of 13 |
| ITEM 1. | (a) Name of Issuer: |
Civitas Resources, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
410 17th Street, Suite 1400, Denver, Colorado 80202
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Vencer Energy Holdings, LLC (“Vencer Holdings”),
Vencer Energy AIV, LLC (“Vencer AIV”),
V-US Upstream Co. (“V-US”)
Vitol US Holding Co. (“Vitol US”)
Euromin Inc. (“Euromin”)
Vitol Holding B.V. (“Vitol Holding”)
| (b) | Address or Principal Business Office: |
The principal business address for Vitol Holding is Weena 690, 18th Floor, 3012 CN Rotterdam, the Netherlands. The principal business address for Vencer AIV is 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108. The principal business address for each of the remaining Reporting Persons is 2925 Richmond Ave., 11th Floor, Houston, TX 77098.
| (c) | Citizenship of each Reporting Person is: |
Vitol Holding is organized under the laws of the Netherlands. Vencer AIV is organized under the laws of the Cayman Islands. Each of the other Reporting Persons is organized under the laws of Delaware.
| (d) | Title of Class of Securities: |
Common Stock, par value $0.01per share (“Common Stock”).
| (e) | CUSIP Number: |
17888H103
| ITEM 3. |
Not applicable.
| CUSIP No. 17888H103 | Schedule 13G | Page 9 of 13 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of the shares of Common Stock as of the date hereof, based upon 100,955,374 shares of Common Stock outstanding as of January 2, 2024.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
Vencer Energy Holdings, LLC | 7,181,527 | 7.1 | % | 0 | 7,181,527 | 0 | 7,181,527 | |||||||||||||||||
Vencer Energy AIV, LLC | 7,181,527 | 7.1 | % | 0 | 7,181,527 | 0 | 7,181,527 | |||||||||||||||||
V-US Upstream Co. | 7,181,527 | 7.1 | % | 0 | 7,181,527 | 0 | 7,181,527 | |||||||||||||||||
Vitol US Holding Co. | 7,181,527 | 7.1 | % | 0 | 7,181,527 | 0 | 7,181,527 | |||||||||||||||||
Euromin Inc. | 7,181,527 | 7.1 | % | 0 | 7,181,527 | 0 | 7,181,527 | |||||||||||||||||
Vitol Holding B.V. | 7,181,527 | 7.1 | % | 0 | 7,181,527 | 0 | 7,181,527 | |||||||||||||||||
Vencer Holdings is the record holder of the shares of Common Stock reported herein. Vitol Holding is the sole shareholder of Euromin, which is the sole shareholder Vitol US. Vitol US is the sole shareholder of V-US, which is the sole member of Vencer AIV, which is the majority member of Vencer Holdings. As a result of such relationships, each of the foregoing entities may be deemed to share beneficial ownership of the shares of Common Stock held by Vencer Holdings.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| CUSIP No. 17888H103 | Schedule 13G | Page 10 of 13 |
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 17888H103 | Schedule 13G | Page 11 of 13 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 11, 2024
| Vencer Energy Holdings, LLC | ||
| By: | /s/ Nimesh Bhakta | |
| Name: Nimesh Bhakta | ||
| Title: Director | ||
| Vencer Energy AIV, LLC | ||
| By: | /s/ Nimesh Bhakta | |
| Name: Nimesh Bhakta | ||
| Title: Manager | ||
| V-US Upstream Co. | ||
| By: | /s/ Nimesh Bhakta | |
| Name: Nimesh Bhakta | ||
| Title: Director | ||
| Vitol US Holding Co. | ||
| By: | /s/ Richard J. Evans | |
| Name: Richard J. Evans | ||
| Title: Director | ||
| Euromin Inc. | ||
| By: | /s/ Richard J. Evans | |
| Name: Richard J. Evans | ||
| Title: Director | ||
| CUSIP No. 17888H103 | Schedule 13G | Page 12 of 13 |
| Vitol Holding B.V. | ||
| By: | /s/ Andries P. Eeltink | |
| Name: Andries P. Eeltink | ||
| Title: Director | ||
| By: | /s/ Valentine J. Douglas | |
| Name: Valentine J. Douglas | ||
| Title: Director | ||
| CUSIP No. 17888H103 | Schedule 13G | Page 13 of 13 |
LIST OF EXHIBITS
Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |
