CIMAREX ENERGY CO. (NYSE:XEC) Files An 8-K Other Events
ITEM 8.01 OTHER EVENTS.
Supplemental Disclosures to the Proxy Statement
This Current Report on Form8-K discloses certain additional information relating to the proposed acquisition by Cimarex Energy Co. (“Cimarex”) of Resolute Energy Corporation (“Resolute”). Subject to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November18, 2018, by and among Cimarex, Resolute, CR Sub 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Cimarex (“Merger Sub 1”), and CR Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Cimarex (“Merger Sub 2”), Merger Sub 1 will merge with and into Resolute, with Resolute continuing as the surviving corporation, and thereafter Resolute will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company. In connection with the proposed transaction, Cimarex has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on FormS-4, as amended, that includes a proxy statement of Resolute and a prospectus of Cimarex.
Resolute is making the following amended and supplemental disclosures (the“Supplemental Disclosures”) to the definitive proxy statement on Schedule 14A filed by Resolute with the SEC on January30, 2019, which also constitutes a prospectus of Cimarex (the “Proxy Statement”). The Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
While Cimarex and Resolute believe that the disclosures set forth in the Proxy Statement comply fully with applicable law, to provide additional information to Resolute’s stockholders, Resolute is making these Supplemental Disclosures. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein or in the Proxy Statement.
SUPPLEMENTAL DISCLOSURES
This supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Defined terms used but not defined below have the meanings set forth in the Proxy Statement. All pagereferences in the information below are to pagesin the Proxy Statement. Paragraph references used herein refer to the Proxy Statement before any additions or deletions resulting from the supplemental disclosures. The information contained herein speaks only as of February13, 2019 unless the information indicates another date applies.
1. The section of the Proxy Statement entitled “The Merger—Resolute Board Recommendation and Its Reasons for the Merger—Strategic Review Process” is hereby supplemented as follows:
The second bullet point on page53 of the Proxy Statement is revised in its entirety:
Strategic Review Process.
Participants in the Solicitation
Cimarex, Resolute and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies from Resolute’s stockholders in respect of the proposed transaction. Information about the directors and executive officers of Cimarex is set forth in Cimarex’s definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March30, 2018. Information about the directors and executive officers of Resolute, including a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus and is set forth in its definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on May18, 2018. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC when such materials become available. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Cimarex or Resolute using the sources indicated above.
Cautionary Statements Regarding Forward-Looking Information
This report contains certain “forward-looking statements” within the meaning of federal securities laws. Words such as “anticipates,” “believes,” “expects,” “intends,” “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 Cimarex’s and Resolute’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 Cimarex and Resolute, including future financial and operating results, Cimarex’s and Resolute’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the transaction, 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, 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 Resolute stockholder approval, 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, the timing to consummate the proposed merger, 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 Cimarex’s common stock or Resolute’s common stock, the outcome of litigation related to the proposed transaction, 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 presence or recoverability of estimated reserves, the ability to replace reserves, environmental risks, drilling and operating risks, exploration and development risks, competition, government regulation or other actions, the ability of management to execute its plans to meet its goals and other risks inherent in Cimarex’s and Resolute’s businesses.
All such factors are difficult to predict and are beyond Cimarex’s or Resolute’s control, including those detailed in Cimarex’s annual reports on Form10-K, quarterly reports on Form10-Q and current reports on Form8-K that are available on its website at https://www.cimarex.com and on the SEC’s website at http://www.sec.gov, and those detailed in Resolute’s annual reports on Form10-K, quarterly reports on Form10-Q and current reports on Form8-K that are available on Resolute’s website at https://www.resoluteenergy.com/ and on the SEC’s website at http://www.sec.gov.
Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Cimarex undertakes no obligation to publicly update 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.
About CIMAREX ENERGY CO. (NYSE:XEC)
Cimarex Energy Co. is an independent oil and gas exploration and production company. The Company’s segment is exploration and production. Its operations are located mainly in Oklahoma, Texas and New Mexico. Its operations are focused in approximately two main areas, such as the Permian Basin and the Mid-Continent region. Its Permian Basin region includes west Texas and southeast New Mexico. Its Mid-Continent region consists of Oklahoma and the Texas Panhandle. Its Permian Basin efforts are located in the western half of the Permian Basin known as the Delaware Basin. It is focused on drilling horizontal wells that yielded oil and liquids-rich gas from the Wolfcamp shale, the Bone Spring formation and the Avalon shale. The Permian region produces approximately 542 million cubic feet equivalent per day. In the Mid-Continent region, it is focused in the Cana-Woodford shale and the Meramec horizon. The Mid-Continent region produces approximately 432 million cubic feet equivalent per day.