12 Oct 2021listing compliance notice▼ BadMajor
CIMAREX ENERGY CO terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 Oct 2021security holder rights change● NeutralMajor
On October 7, 2021, Coterra Energy (formerly Cabot Oil & Gas) completed its exchange offers for Cimarex's bonds, swapping them for new Coterra notes plus cash. This resolves the open question about the outcome of the Cabot exchange offers: $705.5M of the 2024 notes, $687.3M of the 2027 notes and $433.2M of the 2029 notes were accepted and cancelled, leaving $44.5M, $62.7M and $66.8M outstanding respectively. Cimarex also signed supplemental indentures, dated September 21, 2021, removing certain covenants, restrictive provisions and events of default from the remaining notes; the filing describes this as a material change to noteholders' rights.
1 Oct 2021business combination● NeutralMajor
The Cabot merger closed on October 1, 2021. Each Cimarex common share converted into 4.0146 Cabot shares, with cash for fractional shares, and Cimarex became a Cabot subsidiary. NYSE delisting was requested and Cimarex plans to file a Form 15 to suspend its reporting duties. Cimarex's credit agreement was terminated with nothing borrowed. All Cimarex directors left their posts, though Jorden is to be reappointed to the surviving company's board. The 8.125% preferred stock stays outstanding. This resolves the merger thread.
1 Oct 2021listing compliance notice● NeutralMajor
CIMAREX ENERGY CO's exchange filed to remove a class of its securities from listing.
22 Sept 2021business combination● Neutral
Ten shareholders filed separate lawsuits against Cimarex and its board over the Cabot merger, claiming the merger proxy statement lacked adequate disclosure. Cimarex says the claims have no merit but added disclosures to the proxy anyway to moot them and avoid expense and delay. The additions cover the financial advisor TPH's valuation analyses, including net debt of $1.48 billion for Cimarex, analyst price targets and TPH's relationships. No change to the deal terms is stated.
8 Sept 2021business combination● Neutral
On September 8, 2021, Cabot began offers to swap Cimarex's existing notes for up to $2 billion of new Cabot notes plus cash. Cimarex is also asking noteholders to consent to removing some covenants. These offers depend on the Cabot merger closing. The filing also names the expected 10-member combined board: 5 from Cabot including Dan Dinges, and 5 from Cimarex including Thomas Jorden, with Lisa Stewart expected as Lead Director. This continues the merger thread and moves the Cimarex debt toward Cabot.
23 Aug 2021business combination● NeutralMajor
Cimarex and Cabot mailed the final joint proxy statement on August 23, 2021 for the pending merger. Both companies' stockholders vote on September 29, 2021 (record date August 10). Cimarex holders vote on adopting the merger agreement, a preferred stock voting amendment, and an advisory pay vote, and would get 4.0146 Cabot shares per Cimarex share. That was worth about $58.57 on August 19, 2021, versus about $71.50 when the deal was announced. This continues the Cabot merger thread.
30 June 2021business combination● Neutral
On June 29, 2021, CEO Thomas Jorden signed a side letter with Cimarex and Cabot changing how his equity awards are treated in the pending Cabot merger. His awards will not vest at closing but convert into Cabot equity awards, which fully vest if he is terminated without cause or leaves for good reason within three years after closing. The letter ends if the merger does not happen or his employment ends before closing. The filing also notes Cabot filed its S-4 registration statement on June 29, 2021.
24 May 2021business combination● NeutralMajor
On May 23, 2021, Cimarex agreed to merge with Cabot Oil & Gas, with Cimarex surviving as a subsidiary of Cabot after a merger sub is merged into it. Each Cimarex common share will convert into 4.0146 Cabot shares, leaving former Cimarex holders with about 50.5% and Cabot holders about 49.5% of the combined company. Thomas Jorden would be CEO and Cabot's Dan Dinges Executive Chairman through no later than December 31, 2022, with a 10-member board split five and five and headquarters in Houston under a new name. The 8.125% Series A preferred stays outstanding. Closing needs both companies' stockholder approvals and HSR antitrust clearance, among other conditions, with an end date of January 23, 2022 and a $250 million termination fee in certain cases. Cimarex common shareholders' position is not yet ended since the deal is pending.
4 June 2020debt financing● Neutral
On June 3, 2020, Cimarex amended its February 2019 $1.25 billion revolving credit agreement (still expiring February 5, 2024). The amendment allows up to $3.5 billion of non-cash impairment charges to be added back to shareholders' equity for covenant calculations, adds restrictions on holding cash above $175 million, cuts the priority lien debt basket from 15% of consolidated net tangible assets to a $50 million cap, and adds an EU bail-in clause. The filing does not say why the amendment was made; that the impairment add-back eases covenant calculations is an inference.
8 Mar 2019debt financing● NeutralMajor
Cimarex sold $500 million of 4.375% senior unsecured notes due March 15, 2029, closing March 8, 2019, at 99.862% of par (yield 4.392%). Net proceeds of about $494.6 million are to repay revolver borrowings; the press release says about $525 million was drawn, all used to redeem Resolute's $600 million 8.50% notes after the acquisition. This confirms the Resolute notes were redeemed and refinances part of that cost with longer-dated fixed-rate debt.
1 Mar 2019asset acquisition disposition▲ GoodMajor
Cimarex completed the Resolute acquisition on March 1, 2019, resolving the pending merger thread. It issued about 5.7 million common shares and paid $325.6 million in cash to former Resolute holders, plus 62,500 new 8 1/8% Series A preferred shares exchanged one for one for Resolute's preferred. About $615 million of cash on hand covered the cash consideration, fees and repayment of Resolute's credit facility. Cimarex also deposited funds to redeem Resolute's $600 million 8.50% notes on April 1, 2019, using cash and its revolver. It had $525 million drawn on the revolver, leaving $722.5 million available. Management guided to about 28,000 BOE/d from the Resolute assets in March, and said it is committed to cash flow neutrality in 2019, including the dividend, at a $52.50 oil price.
14 Feb 2019business combination● Neutral
Cimarex filed supplemental disclosures to the Resolute merger proxy statement, adding detail on Resolute's sale process and its advisers' analyses. Resolute contacted 13 industry participants, four signed confidentiality agreements, and only Cimarex made a proposal. Goldman Sachs's fee is estimated at about $7.5 million. The deal terms are not changed, and the Resolute vote is still pending.
7 Feb 2019debt financing▲ GoodMajor
On February 5, 2019 Cimarex replaced its October 2015 revolving credit agreement with an amended and restated one. The lender commitment rises from $1 billion to $1.25 billion, and the maturity moves from October 16, 2020 to February 5, 2024, resolving the open question about the 2020 expiry. Interest is LIBOR plus 1.125% to 2%, depending on credit ratings, or a base-rate alternative. JPMorgan remains administrative agent and Wells Fargo is syndication agent. The filing does not say how the facility will be used.
10 Jan 2019business combination● Neutral
Cimarex filed an amended registration statement (Amendment No. 1) for the Resolute merger. It sets a Resolute shareholder meeting for February 22, 2019 (record date January 18, 2019) and now says Resolute's former holders would own about 6.8% of Cimarex, up from the 5.6% in the December filing. The terms (cash $14.00 plus 0.2366 shares, $35.00 cash, or 0.3943 shares; 60% stock / 40% cash proration) are unchanged. It is still preliminary, and the vote is still outstanding.
14 Dec 2018business combination● Neutral
Cimarex filed the registration statement (S-4) for shares to be issued in the Resolute merger, up to 6,510,315 common shares plus 62,500 shares of new 8 1/8% preferred stock to replace Resolute's preferred one for one. Total consideration is prorated to 60% Cimarex stock and 40% cash, and Resolute's former holders would own about 5.6% of Cimarex after closing. This is a preliminary filing; the Resolute shareholder vote and other conditions are still outstanding.
20 Nov 2018business combination● NeutralMajor
This filing gives the formal terms of the Resolute merger agreement signed November 18, 2018. Resolute holders can elect $14.00 plus 0.2366 Cimarex shares, $35.00 in cash, or 0.3943 Cimarex shares per share. Closing needs Resolute shareholder approval, antitrust clearance and an effective S-4. The outside date is July 18, 2019 (extendable to October 18, 2019 for regulatory clearances), and Resolute owes Cimarex a $35.9 million termination fee in specified cases and $7.5 million of expense reimbursement if its holders vote the deal down.
19 Nov 2018business combination▲ GoodMajor
Cimarex announced a deal to acquire Resolute Energy Corporation for $35.00 per Resolute share in cash and stock, about $1.6 billion in total including Resolute's $710 million of long-term debt at September 30, 2018. The company says it adds 21,100 net acres in Reeves County and 35 MBOE/D (45% oil) of production, and expects it to add to 2019 earnings per share and cash flow per share. It needs Resolute shareholder approval and other conditions to close.
4 Sept 2018asset acquisition disposition● NeutralMajor
The Ward County sale to Callon announced in May closed on August 31, 2018. The price was adjusted down from $570.0 million to $544.5 million after defects were resolved, and Cimarex received $510.1 million at closing after accounting for Callon's $28.5 million deposit and $5.9 million of post-effective-date net revenue and expenditures. Final settlement with any other adjustments is due within 120 days of closing.
24 May 2018material agreement● NeutralMajor
Cimarex agreed on May 23, 2018 to sell its oil and gas properties mainly in Ward County, Texas to Callon Petroleum Operating Company for $570 million in cash. The properties produce about 6,831 barrels of oil equivalent per day (73% oil); Cimarex said the remaining Wolfcamp opportunities there have not competed for capital against its other projects. Closing is expected in the third quarter of 2018.
10 Apr 2017debt financing● NeutralMajor
Cimarex closed the $750 million 3.90% Senior Notes due 2027 on April 10, 2017 (net proceeds about $741.7 million; maturity May 15, 2027). Its tender offer for the 5.875% 2022 notes expired April 7, with $253,423,000 accepted and paid for about $261.4 million plus accrued interest. The accompanying press release says the remaining 2022 notes are expected to be redeemed on May 12, 2017, following a redemption notice expected April 12; this redemption is expected, not yet confirmed.
7 Apr 2017material agreement▲ GoodMajor
On April 3, 2017 Cimarex priced $750 million of 3.90% Senior Notes due 2027, expected to close April 10, 2017. Proceeds plus cash on hand are to fund a tender offer for up to $750 million of its 5.875% Senior Notes due 2022 (issued in 2012) and to redeem any 2022 notes left afterwards. This starts the refinancing of the 2022 notes with lower-rate debt.
19 Oct 2015security holder rights change▲ GoodMajor
On October 16, 2015 Cimarex replaced its 2011 revolving credit facility (which had no borrowings outstanding) with a new $1.0 billion unsecured revolver expiring October 16, 2020, expandable to $1.25 billion. The new facility is not a borrowing-base facility and has no guarantors. As a result, subsidiary guarantees on the 2022 and 2024 notes were released, and covenants in the 2012 indenture for the 2022 notes terminated because they had reached investment-grade ratings (BBB-/Baa3). This ends the revolver structure with a borrowing base and the leverage covenant from the earlier amendments, replacing it with a maximum 65% debt-to-capitalization limit.
21 May 2015material agreement● NeutralMajor
On May 20, 2015 Cimarex agreed to sell 6,000,000 new common shares at $109.00 each, and the underwriters (J.P. Morgan and Barclays) exercised in full their option for 900,000 more. Net proceeds are about $729.5 million, to be used for general corporate purposes and to fund more drilling and completion in the second half of 2015 and more significantly in 2016. Closing was expected around May 26, 2015. This adds new shares, so existing holders' ownership is diluted (inference from the share issue).
4 June 2014material agreement● NeutralMajor
Cimarex closed its $750 million 4.375% Senior Notes due 2024 offering on June 4, 2014, completing the deal priced on May 20. Net proceeds of about $741.5 million are to repay borrowings under the revolving credit facility and for general corporate purposes. The notes mature June 1, 2024, are unsecured, and are guaranteed by subsidiaries that guarantee the revolver.
22 May 2014material agreement● NeutralMajor
On May 20, 2014 Cimarex priced $750 million of 4.375% Senior Notes due 2024, upsized from the $600 million first announced, with closing expected June 4, 2014. The filing says proceeds will repay all amounts outstanding under the revolving credit facility and cover general corporate purposes; it also files updated risk factors.
5 May 2014debt financing▲ GoodMajor
On May 1, 2014 Cimarex amended its 2011 credit facility: the borrowing base rises from $2.0 billion to $2.5 billion until the April 2015 redetermination, maturity extends from July 2016 to July 14, 2018, and interest margins and the unused-commitment fee are reduced. The filing gives current lender commitments as $1.0 billion.
5 Apr 2012material agreement● NeutralMajor
Cimarex closed the $750 million 5.875% Senior Notes due 2022 offering on April 5, 2012, with net proceeds of about $737 million. The filing says they fund the 2017 notes tender and redemption and general purposes including reducing revolver borrowings; the notes are unsecured, guaranteed by subsidiaries, and mature May 1, 2022.
5 Apr 2012security holder rights change● NeutralMajor
Holders of about 86% ($299.8 million) of the 2017 notes tendered and consented by April 4, 2012, and Cimarex paid for them on April 5 and signed a supplemental indenture removing substantially all restrictive covenants on the remaining 2017 notes. It also gave notice to redeem any untendered 2017 notes on May 7, 2012 at 103.563% of principal, continuing the refinancing funded by the 2022 notes.
26 Mar 2012material agreement● NeutralMajor
On March 22, 2012 Cimarex agreed with underwriters led by J.P. Morgan to sell $750 million of 5 7/8% Senior Notes due 2022. The filing says part of the proceeds will fund a tender offer and redemption of its $350 million 7 1/8% Senior Notes due 2017, with the rest for general corporate purposes including reducing revolving credit borrowings.