Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in the "Introductory Note" and in Item 2.01 is incorporated by reference into this Item 1.02.
Termination of Credit Agreement
On
Redemption of Senior Notes
As previously reported, on
On
Also on
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the "Introductory Note" is incorporated by reference into this Item 2.01.
In accordance with the terms of the Merger Agreement, at the effective time of
the Merger (the "Effective Time"), each issued and outstanding share of Montage
common stock, par value
In addition, in accordance with the Merger Agreement, at the Effective Time, (i) each Montage restricted stock unit award that was outstanding immediately prior to the Effective Time was converted into an assumed restricted stock unit award, (ii) each Montage performance stock unit award was terminated and vested, and (iii) each Montage restricted stock award granted to a Montage non-employee director vested.
The shares of Southwestern Common Stock issued in connection with the Merger
were registered under the Securities Act of 1933, as amended, pursuant to
Southwestern's registration statement on Form S-4 (File No. 333-248827),
initially filed with the
The description of the Merger Agreement and related transactions (including, without limitation, the Merger) in this Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger
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Agreement, which is attached as Exhibit 2.1 to Montage's Current Report on Form
8-K filed with the Commission on
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth under Item 2.01 is incorporated by reference into this Item 3.01.
On
Southwestern intends to file with the Commission a certification on Form 15 requesting the termination of registration of the Montage Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
By virtue of the Merger, all of the directors of Montage ceased to be directors of Montage and members of any and all committees of Montage's board of directors, effective as of the Effective Time. These actions were not a result of any disagreements with Montage on any matter relating to Montage's operations, policies or practices.
By virtue of the Merger, all of the officers of Montage ceased to hold their respective positions with Montage, effective as of the Effective Time. These actions were not a result of any disagreements with Montage on any matter relating to Montage's operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, datedAugust 12, 2020 , by and between Southwestern Energy Company andMontage Resources Corporation (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the Commission onAugust 18, 2020 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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