Inserting the following paragraph after the second to last paragraph on page 68
:
Also on October 25, 2018, Newfield entered into an engagement letter with Goldman Sachs, pursuant to which Goldman Sachs would act as financial advisor to
Newfield in connection with a possible transaction. Goldman Sachs was not requested to provide, and did not provide, any opinion as to the fairness of any proposed transaction or any valuation for the purposes of assessing the fairness of the
consideration in any proposed transaction. The engagement letter between Newfield and Goldman Sachs provides for a transaction fee of $12,500,000, payable upon the closing of the merger. Goldman Sachs may receive an additional fee of up to
$3,000,000, payable in Newfields discretion upon the closing of the merger. If Newfield is paid a
break-up,
termination or similar fee in connection with the termination, abandonment or failure to occur
of the merger, Newfield has agreed to pay Goldman Sachs a fee equal to 50% of the transaction fee to which Goldman Sachs would have been entitled had the merger been consummated upon the stated terms thereof and which, if paid, will be credited
against any of the foregoing fees payable by Newfield. In addition, Newfield has agreed to reimburse Goldman Sachs for its expenses incurred in connection with its services, including the fees of outside counsel, and will indemnify Goldman Sachs
against certain liabilities arising out of Goldman Sachs engagement.
Inserting the following paragraph after the second to last paragraph on
page 72
:
On October 31, 2018, Newfield entered into an engagement letter with Scotia Capital (USA) Inc. (Scotiabank), pursuant to
which Scotiabank provided Newfield with financial advice. Scotiabank was not requested to provide, and did not provide, any opinion relating to the fairness of any proposed transaction or any valuation for the purposes of assessing the fairness of
the consideration in any proposed transaction. The engagement letter between Newfield and Scotiabank provides for a transaction fee of $1,500,000, payable upon the closing of the merger.
OTHER SUPPLEMENTAL DISCLOSURES
Encana
provides the additional supplemental disclosures, which amend and update the Joint Proxy Statement/Prospectus as set forth below:
Replacing the second
sentence of the sixth paragraph on page 14 with the following:
As of the record date, Encana directors and executive officers, as a group,
beneficially owned and were entitled to vote 1,296,571 Encana common shares, or approximately 0.1% of the issued and outstanding Encana common shares.
Replacing the 7th row below the heading of the table on page 188 with the following:
Lee A.
McIntire 60,800 *
Replacing the 15th row below the heading of the table on page 188 with the following:
All Directors and executive officers as a
group
(2)
1,296,571 *
Cautionary Statement Regarding Forward-Looking Statements
Information both included and incorporated by reference in the Joint Proxy Statement/Prospectus and this Current Report on Form
8-K
(the Documents) may contain certain forward-looking statements or information (collectively, forward-looking statements) within the meaning of Section 27A of the Securities Act,
Section 21E of the Exchange Act, and the United States Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical fact, included in the Documents that address activities, events or
developments that Encana or Newfield expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as estimate, project, predict, believe,
expect, anticipate, potential, create, intend, could, may, foresee, plan, will, guidance, look,
outlook, future, assume, forecast, focus, continue or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify forward-looking statements. Forward-looking statements also include statements relating to: the timing of closing of the Merger; the expectation that the closing conditions to the Merger,
including Encana shareholder and Newfield stockholder approvals and regulatory approvals, will be satisfied; the anticipated benefits from the Merger; anticipated production and commodity mix of Encana, Newfield and the combined company; the
anticipated synergies of the Merger; the expectation that the transaction is accretive to all metrics in Encanas five year plan; composition of the core assets of Encana, Newfield and the combined company, including allocation of capital and
focus of development plans; growth in long-term shareholder value; vision of being a leading North American resource play company; statements with respect to strategic objectives of Encana, Newfield and the combined company, including capital
allocation strategy, focus of investment, growth of high margin liquids volumes, operating and capital efficiencies and ability to preserve balance sheet strength; ability to lower costs and improve efficiencies to achieve competitive advantage;
ability to repeat and deploy successful practices across the combined companys multi-basin portfolio; balancing the combined companys commodity portfolio; anticipated commodity prices; success of and benefits from technology and
innovation, including cube development approach and advanced completion designs; ability to optimize well and completion designs; future well inventory; anticipated drilling, number of drilling rigs and the success thereof; anticipated drilling
costs and cycle times; anticipated proceeds and future benefits from various joint venture, partnership and other agreements; expected timing for construction of facilities and costs thereof; expansion of future midstream services; estimates of
reserves and resources; expected production and product types;