Item 1.02 Termination of a Material Definitive Agreement.
On
Also on
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On
Additionally, each Mid-Con phantom unit equity award that was outstanding under
the
The issuance of shares of Contango Common Stock pursuant to the terms of the
Merger Agreement was registered under the Securities Act of 1933, as amended,
pursuant to Contango's registration statement on Form S-4, as amended (File
No. 333-250862), which was declared effective by the
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The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, Mid-Con notified the NASDAQ
Global Select Market (the "NASDAQ") that trading in Mid-Con Common Units should
be suspended and listing of Mid-Con Common Units on the NASDAQ should be
removed. Trading of Mid-Con Common Units on the NASDAQ was suspended prior to
the opening of business on
Item 3.03 Material Modification to Rights of Security Holders.
The information in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, at the Effective Time, a change of control of Mid-Con occurred, and Mid-Con became a wholly owned, direct subsidiary of Contango.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information in Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, and in accordance with the terms of the Merger Agreement,
the members of the Mid-Con GP board of directors prior to the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
As of the Effective Time, (i) the certificate of formation of Merger Sub in effect immediately prior to the Effective Time remained the certificate of formation of the Surviving Entity and (ii) the limited liability company agreement of Merger Sub in effect immediately prior to the Effective Time remained the limited liability company agreement of the Surviving Entity.
Copies of the certificate of formation and limited liability company agreement of the Surviving Entity are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as ofOctober 25, 2020 , by and among Contango Oil & Gas Company,Michael Merger Sub LLC ,Mid-Con Energy Partners, LP , andMid-Con Energy GP, LLC (incorporated by reference herein to Exhibit 2.1 to Mid-Con's Current Report on Form 8-K filed with theSEC onOctober 26, 2020 ).* 3.1 Certificate of Formation ofMichael Merger Sub LLC , datedOctober 16, 2020 . 3.2 Limited Liability Company Agreement ofMichael Merger Sub LLC , datedOctober 16, 2020 . 10.1 Termination Agreement, dated as ofJanuary 21, 2021 , by and betweenMid-Con Energy Partners, LP andContango Resources, Inc.
* This filing excludes schedules pursuant to Item 601(a)(5) of Regulation S-K,
which the registrant agrees to furnish supplementally to the Securities and
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