Item 1.02 termination of a material definitive agreement

In connection with the consummation of the Merger, on October 1, 2021, Cimarex terminated all commitments and prepaid all amounts outstanding under the Amended and Restated Credit Agreement dated as of February 5, 2019 (as amended from time to time, the "Credit Agreement"), among Cimarex, the lenders from time to time party thereto, the other parties from time to time party thereto and the JPMorgan Chase Bank, N.A., as administrative agent. There were no outstanding borrowings under the Credit Agreement at the time of termination.

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 New York Stock Exchange ("NYSE") that each outstanding share of Cimarex's common stock was converted into the right to receive the Merger Consideration and requested that NYSE withdraw the listing of Cimarex's common stock. Upon Cimarex's request, NYSE filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of Cimarex's common stock. Cimarex's common stock will cease being traded prior to the opening of the market on October 1, 2021, and will no longer be listed on NYSE. In addition, Cimarex intends to file with the SEC a Form 15 requesting that the reporting obligations of Cimarex under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 be suspended.

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. Thomas E. Jorden will be reappointed to the board of directors of the surviving corporation.

item 5.03 amendments to certificate of incorporation or bylaws; change in fiscal year

On September 30, 2021, the Certificate of Designations for the Cimarex Preferred Stock (the "Certificate of Designations") was amended pursuant to a certificate of amendment in the form attached as Annex D to the Joint Proxy Statement/Prospectus and approved by Cimarex's stockholders at the special meeting of stockholders held on September 29, 2021. The certificate of amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 Cimarex Energy Co. and a copy of the Amended and Restated Bylaws of Cimarex Energy Co. are filed as Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

On October 1, 2021, in connection with the closing of the Merger, the Certificate of Designations was amended in accordance with Article 9, Section (h) of the Certificate of Designations. A copy of the certificate of amendment is filed as Exhibit 3.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





Exhibit No.                                 Exhibit Name
      2.1       Agreement and Plan of Merger, dated as of May 23, 2021, as amended on
              June 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 on May 24, 2021)

      3.1       Certificate of Amendment to Certificate of Designations of 8 1/8%
              Series A Cumulative Perpetual Convertible Preferred Stock, dated as of
              September 30, 2021

      3.2       Amended and Restated Certificate of Incorporation of Cimarex Energy
              Co.

      3.3       Amended and Restated Bylaws of Cimarex Energy Co.

      3.4       Certificate of Amendment to Certificate of Designations of 8 1/8%
              Series A Cumulative Perpetual Convertible Preferred Stock, dated as of
              October 1, 2021

        104   Cover Page Interactive Data File (formatted in Inline XBRL and contained
              in Exhibit 101)

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