ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 5, 2021, Cimarex Energy Co. ("Cimarex") issued a news release
reporting its financial results for the second quarter 2021. The news release is
included in this report as Exhibit 99.1.
In accordance with General Instructions B.2. of Form 8-K, the information
described in this Item 2.02, including the matters discussed in the conference
call and the contents of the investor presentation, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
ITEM 7.01 REGULATION FD DISCLOSURE
On August 5, 2021, Cimarex issued a news release reporting its financial results
for the second quarter 2021. A copy of the news release is furnished as Exhibit
99.1 to this report.
Cimarex will host a conference call on August 5, 2021 at 11:00 a.m. EST (9:00
a.m. MST). The call will be webcast and accessible on the Cimarex website at
www.cimarex.com. To join the live, interactive call, dial 866-367-3053 ten
minutes before the scheduled start time (callers in Canada dial 855-669-9657 and
international callers dial 412-902-4216). A replay will be available on the
company's website.
For more details on Cimarex's second quarter 2021 results, please refer to the
company's investor presentation available at www.cimarex.com.
All statements in the news release and presentation and conference call
referenced in the earnings news release, other than historical financial
information, may be deemed to be forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company believes the
expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance
and actual results or developments may differ materially from those in the
forward-looking statements. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Please refer to the Company's Annual
Report on Form 10-K for the year ended December 31, 2020, filed with the SEC,
and other filings including our Current Reports on Form 8-K and Quarterly
Reports on Form 10-Q, for a list of certain risk factors that may affect these
forward-looking statements.
In accordance with General Instructions B.2. of Form 8-K, the information
described in this Item 7.01, including the matters discussed in the conference
call and the contents of the investor presentation, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
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No Offer or Solicitation
This communication 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 U.S. Securities Act of
1933, as amended.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Cabot filed with the SEC a
registration statement on Form S-4 on June 29, 2021, that includes a preliminary
joint proxy statement of Cabot and Cimarex and that also constitutes a
preliminary prospectus of Cabot. If and when the registration statement becomes
effective and the joint proxy statement/prospectus is in definitive form, such
joint proxy statement/prospectus will be sent to the stockholders of Cabot and
Cimarex. Each of Cabot and Cimarex also intends to file other relevant documents
with the SEC regarding the proposed transaction, including the definitive joint
proxy statement/prospectus. The information in the preliminary joint proxy
statement/prospectus is not complete and may be changed. This communication is
not a substitute for the preliminary joint proxy statement/prospectus or
registration statement or any other document that Cabot or Cimarex may file with
the SEC. The definitive joint proxy statement/prospectus (if and when available)
will be mailed to stockholders of Cabot and Cimarex. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY JOINT
PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS IF
AND WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT CABOT, CIMAREX AND THE PROPOSED TRANSACTION. Investors and
security holders are able to obtain free copies of the registration statement
and preliminary joint proxy statement/prospectus and all other documents
containing important information about Cabot, Cimarex and the proposed
transaction, once such documents are filed with the SEC, including the
definitive joint proxy statement/prospectus if and when it becomes available,
through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Cabot may be obtained free of charge on Cabot's
website at www.cabotog.com/investor-relations or by contacting Matt Kerin by
email at matt.kerin@cabotog.com or by phone at 281-589-4642. Copies of the
documents filed with the SEC by Cimarex may be obtained free of charge on
Cimarex's website at www.cimarex.com/investor-relations.
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 SEC on March 12,
2021, and Cabot's Annual Report on Form 10-K for the fiscal year ended December
31, 2020, which was filed with the SEC on February 26, 2021. Information about
the directors and executive officers of Cimarex, including a description of
their direct or indirect interests, by security holdings or otherwise, is set
forth in Cimarex's proxy statement for its 2021 Annual Meeting of Stockholders,
which was filed with the SEC on March 26, 2021, and Cimarex's Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, which was filed with the
SEC on February 23, 2021. Investors may obtain additional information regarding
the interests of those persons and other persons who may be deemed participants
in the proposed transaction by reading the preliminary joint proxy
statement/prospectus, including any amendments thereto, as well as the
definitive joint proxy statement/prospectus if and when it becomes available and
other relevant materials to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors should read the
preliminary joint proxy statement/prospectus, and the definitive joint proxy
statement/prospectus if and when it becomes available, carefully before making
any voting or investment decisions. You may obtain free copies of these
documents from Cabot or Cimarex using the sources indicated above.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
D. Exhibits
Exhibit No. Description
99.1 Cimarex News Release, dated August 5, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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