Item 1.01. Entry Into a Material Definitive Agreement
On
The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into Cimarex (the "Merger"), with Cimarex surviving and continuing as the surviving corporation in the Merger, and, (2) at the effective time of the Merger (the "Effective Time"), each outstanding share of common stock of Cimarex (other than certain Excluded Shares, Converted Shares, or shares of Cimarex common stock subject to a Cimarex Restricted Share Award (each as defined in the Merger Agreement)) will be converted into the right to receive 4.0146 (the "Exchange Ratio") shares of common stock of Cabot (the "Merger Consideration"). Following the closing of the Merger, Cimarex's existing stockholders and Cabot's existing stockholders will own approximately 50.5% and 49.5%, respectively, of the issued and outstanding shares of the combined company.
The board of directors of Cimarex has unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, Cimarex and its stockholders, (2) approved the Merger Agreement and the transactions contemplated thereby, including the Merger and (3) resolved to recommend that Cimarex stockholders adopt the Merger Agreement.
Post-Closing Governance
The parties have agreed to certain governance-related matters, some of which will also be set forth in an amendment to the bylaws of the combined company at the Effective Time (the form of which is attached as Annex D to the Merger Agreement).
The Merger Agreement provides that, at the Effective Time, the combined
company's board of directors will have ten members, five who, prior to the
Effective Time, were Cimarex directors (including Mr.
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Each of the combined company's board committees will have equal representation of Cimarex and Cabot directors, with committee chairs determined in accordance with the bylaw amendment. Through the Expiration Date, the lead independent director of the combined company will be a continuing Cimarex director if the Chairman is a continuing Cabot director, and a continuing Cabot director if the Chairman is a continuing Cimarex director.
Pursuant to the Merger Agreement, at closing, the combined company's
headquarters will be located in
Treatment of Equity Awards and Preferred Stock
The Merger Agreement provides that at the Effective Time, each outstanding Cimarex equity award granted prior to the date of the Merger Agreement and/or held by a non-employee member of the board of directors of Cimarex will accelerate and vest, with any applicable performance metrics deemed met at the greater of the target level of performance and the level based on the results achieved during the applicable performance period (which shall be deemed to end prior to the Effective Time), as determined by the compensation committee of the board of directors of Cimarex. Cimarex restricted share awards and Cimarex deferred stock unit awards will be cancelled and converted into the right to receive the Merger Consideration with respect to each vested share of Cimarex common stock subject to such award (with a cash payment for the excess shares of Cimarex common stock that vest above the target performance level with respect to Cimarex's 2020 performance awards), and each outstanding option to purchase Cimarex common stock will be converted automatically into an option to purchase a number of shares of Cabot common stock, as adjusted based on the Exchange Ratio.
Any Cimarex equity awards granted after the date of the Merger Agreement (other than awards granted to non-employee members of the Cimarex board of directors) will be converted into a corresponding award with respect to Cabot common stock, with the number of shares of Cabot common stock underlying such award determined based on the Exchange Ratio. Each such converted Cabot equity award will continue to be subject to the same terms and conditions as applied to the corresponding Cimarex equity award.
Each share of Cimarex's 8.125% Series A Cumulative Perpetual Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time will remain outstanding following the Merger.
Conditions to the Merger
The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the receipt of the required approvals from Cimarex stockholders and Cabot stockholders, (2) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (3) the absence of any governmental order or law that makes consummation of the Merger illegal or otherwise prohibited, (4) the effectiveness of the registration statement on Form S-4 to be filed by Cabot pursuant to which the shares of Cabot common stock to be issued in connection with the Merger are registered with the Securities . . .
ITEM 5.02 Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers
In connection with the execution of the Merger Agreement, on
Item 8.01 Other Events
On
On
Item 9.01 Financial Statements and Exhibits
Exhibit No. ExhibitName 2.1 Agreement and Plan of Merger, dated as ofMay 23, 2021 , among Cabot Oil & Gas Corporation,Double C Merger Sub, Inc. andCimarex Energy Co. 99.1 Joint press release, datedMay 24, 2021 99.2 Investor Presentation 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. Cimarex agrees to furnish a supplemental copy of any omitted
schedule or attachment to the
No Offer or Solicitation
This filing is not intended to and shall not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the
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Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Cabot intends to file with the
Participants in the Solicitation
Cabot, Cimarex and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. Information about the directors and executive officers
of Cabot, including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Cabot's proxy statement for its
2021 Annual Meeting of Stockholders, which was filed with the
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Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of federal securities laws. Words such as "anticipates,"
"believes," "expects," "intends," "plans," "outlook," "will," "should," "may"
and similar expressions may be used to identify forward-looking statements.
Forward-looking statements are not statements of historical fact and reflect
Cimarex's and Cabot's current views about future events. Such forward-looking
statements include, but are not limited to, statements about the benefits of the
proposed merger involving Cimarex and Cabot, including future financial and
operating results; Cimarex's and Cabot's plans, objectives, expectations and
intentions; the expected timing and likelihood of completion of the transaction;
the expected timing and amount of any future dividends; and other statements
that are not historical facts, including estimates of oil and natural gas
reserves and resources, estimates of future production, assumptions regarding
future oil and natural gas pricing, planned drilling activity, future results of
operations, projected cash flow and liquidity, the achievement of synergies,
business strategy and other plans and objectives for future operations. No
assurances can be given that the forward-looking statements contained in this
Current Report on Form 8-K will occur as projected and actual results may differ
materially from those projected. Forward-looking statements are based on current
expectations, estimates and assumptions that involve a number of risks and
uncertainties that could cause actual results to differ materially from those
projected. These risks and uncertainties include, without limitation, the
ability to obtain the requisite Cimarex and Cabot stockholder approvals; the
risk that Cimarex or Cabot may be unable to obtain governmental and regulatory
approvals required for the merger; the risk that an event, change or other
circumstances could give rise to the termination of the proposed merger; the
risk that a condition to closing of the merger may not be satisfied on a timely
basis or at all; the length of time necessary to close the proposed transaction,
which may be longer than anticipated for various reasons; the risk that the
businesses will not be integrated successfully; the risk that the cost savings
and any other synergies from the transaction may not be fully realized or may
take longer to realize than expected; the risk that any announcement relating to
the proposed transaction could have adverse effects on the market price of
Cimarex's common stock or Cabot's common stock; the risk of litigation related
to the proposed transaction; the effect of future regulatory or legislative
actions on the companies or the industry in which they operate, including the
risk of new restrictions with respect to well spacing, hydraulic fracturing,
natural gas flaring or other oil and natural gas development activities; the
risk that the credit ratings of the combined business may be different from what
the companies expect; disruption from the transaction making it more difficult
to maintain relationships with customers, employees or suppliers; the diversion
of management time on merger-related issues; the volatility in commodity prices
for crude oil and natural gas; the continuing effects of the COVID-19 pandemic
and the impact thereof on Cimarex's and Cabot's businesses, financial condition
and results of operations; actions by, or disputes among or between, the
Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Cabot nor Cimarex undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
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