KEY PRODUCTION CO INC company history: the story so far

History

Key Production grew by absorbing Columbus Energy in 2000, then agreed in 2002 to merge into Helmerich & Payne's spun-off oil and gas business, Cimarex, and left the register.

2001: The Columbus deal

Key Production Company, a Denver-based oil and gas producer listed on the New York Stock Exchange, began the period by finishing a deal. On December 29, 2000, it acquired Columbus Energy Corp. under an agreement dated August 28, 2000. Each Columbus share converted into 0.355 Key shares, for up to 1.345 million new Key shares, and Key took on $2.2 million of Columbus debt. Existing Key shareholders kept their shares. After the deal the combined company had $44 million of debt at the end of 2000 and about 13.8 million shares outstanding. The record for 2001 is quiet.

2002: Merging into Cimarex

On February 23, 2002, Key agreed to combine with Helmerich & Payne's oil and gas business. H&P would spin that business off into a new company, to be named Cimarex Energy Co., and Key would merge into it. Key shareholders would receive one Cimarex share for each Key share and own 34.75% of the new company, with H&P holders owning 65.25%. The deal needed Key stockholder approval, an IRS ruling that the spin-off was tax-free, and tax opinions. Key chairman Mick Merelli was slated to become Cimarex's chairman, CEO and president. Key's board also declared a rights plan, a poison pill designed to deter hostile bids, with a $70 exercise price and a 15% trigger. It did not apply to this merger. On March 6, the New York Stock Exchange certified Key's securities for listing.

Key stockholders approved the merger at a special meeting on September 20, 2002. Closing was expected on September 30, with Cimarex, symbol XEC, due to begin trading on October 1. Holders were to receive about 14 million Cimarex shares. On October 1, Key terminated the registration of a class of its securities, ending its reporting obligation for them. On October 2, its securities were notified for removal from listing and registration on its exchange. As of that date, the filings did not directly confirm that the merger had closed.

Written from the 6 story beats below (2001 to 2 Oct 2002), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2002

2 Oct
KEY PRODUCTION CO INC's securities were notified for removal from listing and registration on its exchange.
listing compliance notice
1 Oct
KEY PRODUCTION CO INC terminated the registration of a class of securities, ending its reporting obligation for them.
listing compliance notice
23 Sept
Key stockholders voted at a special meeting on September 20, 2002 to approve the merger with Helmerich & Payne's oil and gas business, which resolves the shareholder-approval condition from the February 2002 agreement. Closing is expected September 30, 2002 subject to customary conditions, with Cimarex (symbol XEC) expected to begin NYSE trading October 1. Key holders are to receive about 14 million Cimarex shares, one per Key share, roughly 34.75% of the new company. The filing describes this as expected, not completed.
business combination
6 Mar
the New York Stock Exchange certified KEY PRODUCTION CO INC's securities for listing, clearing them to begin trading.
listing compliance notice
25 Feb
On February 23, 2002, Key agreed to combine with Helmerich & Payne's oil and gas business: H&P would spin that business off into a new company (to be named Cimarex Energy Co.), and Key would merge into it. Key shareholders would get one Cimarex share per Key share and end up owning 34.75% of Cimarex, with H&P holders owning 65.25%. The deal needs Key stockholder approval, an IRS tax-free ruling for the spin-off and tax opinions. Key's chairman Mick Merelli is slated to be Cimarex's chairman, CEO and president. Key's board also declared a rights plan (a poison pill) with a $70 exercise price and a 15% trigger, which does not trigger on this merger.
business combination

2001

10 Jan
Key Production completed its acquisition of Columbus Energy Corp. on December 29, 2000, under the merger agreement dated August 28, 2000. Each Columbus share converts into 0.355 Key shares (up to 1.345 million new Key shares), Key assumes $2.2 million of Columbus debt, and the combined company had $44 million of debt at year-end 2000 and about 13.8 million shares outstanding. Existing Key shareholders keep their shares; the filing also attaches Columbus's historical financial statements.
asset acquisition disposition