Item 1.01 Entry into a Material Definitive Agreement.
On
The Credit Agreement Amendment, among other things, (1) removes the requirement
that certain of Cabot's Restricted Subsidiaries become Guarantors under the
Credit Agreement; (2) amends the debt covenant to provide permitted exceptions
for (A) Debt of Restricted Subsidiaries that are Guarantors, subject to certain
conditions, and (B) Debt of a Restricted Subsidiary existing at the time such
Restricted Subsidiary was acquired; (3) amends the debt covenant to replace the
existing permitted exception for Debt of Restricted Subsidiaries in an aggregate
principal amount not to exceed three percent of the then-effective Borrowing
Base with a new permitted exception for Debt of Restricted Subsidiaries in an
aggregate principal amount not to exceed fifteen percent of Consolidated Net
Tangible Assets; (4) adds certain customary LIBOR replacement provisions and EU
bail-in provisions; (5) permits entrance into Swap Agreements by Restricted
Subsidiaries; and (6) makes certain other changes to permit the previously
announced combination between
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The foregoing description of the Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated by reference into this Item 5.03.
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
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, the Company intends to file with
the
Participants in the Solicitation
The Company, 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 the Company, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in the
Company's proxy statement for its 2021 Annual Meeting of Stockholders, which was
filed with the
Cautionary Statement Regarding Forward-Looking Statements
This communication 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 the Company's and
Cimarex'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 the Company and Cimarex, including future financial and
operating results; the Company's and Cimarex's plans, objectives, expectations
and intentions; the expected timing and likelihood of completion of the
transaction; the expected timing and amount of any future dividend; 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 communication 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 the Company and Cimarex stockholder approvals;
the risk that the Company or Cimarex 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 the Company's Common Stock or Cimarex'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 the Company's and
Cimarex'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 the Company 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws ofCabot Oil & Gas Corporation 10.1 First Amendment to Second Amended and Restated Credit Agreement, dated as ofJune 17, 2021 , by and amongCabot Oil & Gas Corporation , the Lenders party thereto andJPMorgan Chase Bank, N.A ., as Administrative Agent 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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