Item 1.02 termination of a material definitive agreement
In connection with the consummation of the Merger, on
Item 2.01 COMPLETION OF AN ACQUISITION OR DISPOSITION OF ASSETS
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
item 3.01 notice of delisting or failure to satisfy a continued listing rule or standard; transfer or listing
In connection with the consummation of the Merger, Cimarex notified the
item 3.03 material modification to rights of security holders
The information set forth in the Introductory Note, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each share of common stock of Cimarex outstanding immediately prior to the Effective Time (excluding certain excluded shares as described in the Merger Agreement) was converted into the right to receive the Merger Consideration.
item 5.01 changes in control of registrant
As a result of the consummation of the Merger, at the Effective Time, Cimarex became a subsidiary of Cabot.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
item 5.02 departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers
In accordance with the terms of the Merger Agreement, all of the directors of
Cimarex prior to the Effective Time ceased to be directors of Cimarex effective
as of the Effective Time.
item 5.03 amendments to certificate of incorporation or bylaws; change in fiscal year
On
At the Effective Time: (1) Cimarex's Amended and Restated Certificate of
Incorporation was amended and restated in accordance with the Merger Agreement;
and (2) the bylaws of Merger Sub in effect immediately prior to the Effective
Time became the bylaws of Cimarex. A copy of the Amended and Restated
Certificate of Incorporation of
On
Item 9.01 Financial Statements and Exhibits
Exhibit No. ExhibitName 2.1 Agreement and Plan of Merger, dated as ofMay 23, 2021 , as amended onJune 29, 2021 , among Cabot Oil & Gas Corporation,Double C Merger Sub, Inc. and Cimarex (incorporated by reference to Exhibit 2.1 to Cimarex's Current Report on Form 8-K filed onMay 24, 2021 ) 3.1 Certificate of Amendment to Certificate of Designations of 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock, dated as ofSeptember 30, 2021 3.2 Amended and Restated Certificate of Incorporation ofCimarex Energy Co. 3.3 Amended and Restated Bylaws ofCimarex Energy Co. 3.4 Certificate of Amendment to Certificate of Designations of 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock, dated as ofOctober 1, 2021 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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