UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July ~~June 29~~22, 2021

CIMAREX ENERGY CO.

(Exact name of registrant as specified in its charter)

Delaware	~~001-31446~~		~~45-0466694~~	001-31446	45-0466694
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~		~~(I.R.S. Employer Identification No.)~~	(Commission File Number)	(I.R.S. Employer Identification No.)
1700 Lincoln Street, Suite 3700
Denver		Colorado			80203
(Address of principal executive offices)					(Zip Code)

1700 Lincoln Street, Suite 3700 Denver Colorado		80203
(Address of principal executive offices)		(Zip Code)

(303) 295-3995

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($0.01 par value)

XEC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b—–2 of the Securities Exchange Act of 1934 (§ 240.12b—–2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

ITEM 52.02 RESULTS ~~DEPARTURE~~ OF ~~DIRECTORS~~OPERATIONS ORAND ~~CERTAIN~~FINANCIAL ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~CONDITION

~~Chief~~Below ~~Executive~~is ~~Officer~~a ~~Waiver~~summary of estimated commodity price and derivative information for Cimarex Energy Co.’s (the “~~Single Trigger~~Company”) ~~Vesting~~second-quarter 2021 reporting period.

~~On May 23, 2021, Cimarex Energy Co~~1.Commodity ~~(“Cimarex”) entered~~Price into an Agreement and Plan of Merger (the “Merger Agreement”) with Cabot Oil & Gas Corporation (“Cabot”) and Double C Merger Sub, Inc., a wholly owned subsidiary of Cabot (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Cimarex (the “Merger”). On June 29, 2021, the Company entered into a side letter agreement (the “Side Letter”) with Cabot and Thomas E. Jorden, Cimarex’s Chairman, President and Chief Executive Officer, to modify the treatment of Mr. Jorden’s outstanding Cimarex equity and equity-based awards in connection with the Merger. If Mr. Jorden’s employment with Cimarex is terminated before the Merger or the Merger Agreement is terminated for any reason without the occurrence of the Merger, the Side Letter will automatically terminate.Realizations

The ~~Side~~following ~~Letter~~table ~~provides~~presents ~~that, notwithstanding~~ the ~~preexisting terms applicable to Mr. Jorden~~Company’s ~~Cimarex~~estimated ~~equity~~oil ~~awards~~and orgas ~~anything~~price ~~to the contrary contained in the Merger Agreement~~realizations, ~~Mr.~~excluding ~~Jorden’s Cimarex equity awards will not vest at the effective time of the Merger. Instead~~derivatives, each such award will be converted into a corresponding equity award with respect to Cabot common stock, with the number of shares underlying each award adjusted based on the Merger exchange ratio. As provided under the Merger Agreement, the performance goals applicable to Mr. Jorden’s restricted stock awards subject to performance-based vesting will be deemed satisfied at the greater of the target level and the level determined or certified by the Cimarex board or the compensation committee of the Cimarex board based on the results achieved during the applicable performance period, which period shall be deemed to end on the latest practicable date prior to the effective time of the Merger. Each such converted award will continue to be subject to the same service-based vesting terms as applied to the Cimarex award immediately prior to the effective time. The Side Letter provides that if Mr. Jorden’s employment is terminated without cause or for ~~good reason during~~ the three~~-year~~ ~~period~~months ~~commencing~~ended ~~at the effective time of the Merger~~June 30, ~~Mr. Jorden’s converted equity awards will “double-trigger” vest in full.~~2021:

The foregoing description of the Side Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the Side Letter, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated by reference herein.


Estimated average realized price per unit (excluding derivatives)	Three Months Ended June 30, 2021
Gas (Mcf)	$	2.51
Oil (Bbl)	$	64.11
NGL (Bbl)	$	23.16

~~ITEM 9~~2.01Commodity ~~FINANCIAL STATEMENTS AND EXHIBITS~~Derivatives

Exhibit No.		Exhibit Name
10.1		Side Letter Agreement by and between Cimarex Energy Co., Cabot Oil & Gas Corporation and Mr. Thomas E. Jorden, dated June 29, 2021
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

The Company uses derivative instruments to manage its exposure to commodity price fluctuations. The following table presents the Company’s estimated net loss on derivative instruments for the three months ended June 30, 2021:

No Offer or Solicitation


Estimated loss on derivative instruments, net (in millions)	Three Months Ended June 30, 2021
Gas contracts	$	54
Oil contracts	157
	$	211

~~This~~The ~~communication~~following istable ~~not~~presents ~~intended to and shall not constitute an offer to buy or sell or~~ the ~~solicitation~~Company’s ofestimated annet ~~offer~~cash topayments ~~buy~~on orderivative ~~sell~~instruments ~~any~~for securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the ~~securities~~three ~~laws~~months ofended ~~any such jurisdiction. No offering of securities shall be made~~June 30, ~~except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.~~2021:

Additional Information about the Merger and Where to Find It


Estimated cash payments on derivative instruments, net (in millions)	Three Months Ended June 30, 2021
Gas contracts	$	14
Oil contracts	72
	$	86

InThe ~~connection~~information ~~with~~included ~~the~~in ~~proposed~~this ~~transaction,~~Current ~~Cabot~~Report ~~filed~~is ~~with the SEC a registration statement on Form S-4 on June 29, 2021, that includes a~~ preliminary ~~joint~~in ~~proxy~~nature ~~statement of Cabot~~ and ~~Cimarex~~represents ~~and~~management’s ~~that also~~current ~~constitutes a preliminary prospectus of Cabot~~estimates. Such Ifinformation ~~and~~is ~~when~~not ~~the~~final ~~registration statement becomes effective~~ and ~~the~~is ~~joint~~subject ~~proxy~~to ~~statement/prospectus is~~change in ~~definitive form, such joint proxy statement/prospectus will be sent to~~ the ~~stockholders~~Company’s ofunaudited ~~Cabot~~financial ~~and~~statements ~~Cimarex. Each of Cabot and Cimarex also intends~~ to ~~file~~be ~~other~~included ~~relevant documents with the SEC regarding the proposed transaction, including the definitive joint proxy statement/prospectus. The information~~ in the ~~preliminary~~Quarterly ~~joint~~Report ~~proxy~~on ~~statement/prospectus~~Form is10-Q ~~not complete and may be changed. This communication is not a substitute~~ for the ~~preliminary~~quarter ~~joint~~ended ~~proxy~~June 30, ~~statement/prospectus~~2021 ~~or registration statement or any other document that Cabot or Cimarex may file with~~ (the ~~SEC.~~“Form ~~The definitive joint proxy statement/prospectus (if and when available~~10-Q”) ~~will be mailed to stockholders of Cabot and Cimarex~~. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CABOT, CIMAREX AND THE PROPOSED TRANSACTION. Investors ~~and~~should ~~security~~consider ~~holders~~such ~~are~~estimates ~~able to~~when ~~obtain~~taken ~~free~~as ~~copies~~a ofwhole the registration statement and preliminary joint proxy statement/prospectus and all other documents containing important information about Cabot, Cimarex and the proposed transaction, once such documents are filed with the ~~SEC,~~financial ~~including~~statements ~~the definitive joint proxy statement/prospectus if~~ and ~~when~~results ~~it becomes available, through the website maintained by the SEC at http://www.sec.gov. Copies~~ of ~~the~~operations ~~documents~~for ~~filed with~~ the ~~SEC~~period byonce ~~Cabot~~published ~~may~~in ~~be obtained free of charge on Cabot’s website at www.cabotog.com/investor-relations or by contacting Matt Kerin by email at matt.kerin@cabotog.com or by phone at 281-589-4642. Copies of~~ the ~~documents~~Form ~~filed with the SEC by Cimarex may be obtained free of charge on Cimarex’s website at www.cimarex.com/investor~~10-~~relations~~Q.

~~Participants~~In accordance with General Instructions B.2. of Form 8-K, the information described in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the ~~Solicitation~~Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cabot, Cimarex and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Cabot, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Cabot’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 12, 2021, and Cabot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 26, 2021. Information about the directors and executive officers of Cimarex, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Cimarex’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2021, and Cimarex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 23, 2021. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the preliminary joint proxy statement/prospectus, including any amendments thereto, as well as the definitive joint proxy statement/prospectus if and when it becomes available and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the preliminary joint proxy statement/prospectus, and the definitive joint proxy statement/prospectus if and when it becomes available, carefully before making any voting or investment decisions. You may obtain free copies of these documents from Cabot or Cimarex using the sources indicated above.2

~~Cautionary Statement Regarding~~ Forward-Looking ~~Information~~Statements

This ~~communication~~Current ~~contains~~Report ~~certain~~on ~~forward~~Form 8-~~looking~~K ~~statements~~contains ~~within the meaning of federal securities laws. Words such as anticipates, believes, expects, intends, plans, outlook, will, should, may and similar expressions may be used to identify~~ forward-looking statements., ~~Forward-looking~~including statements ~~are~~regarding ~~not~~estimated ~~statements~~or ofprojected ~~historical~~results ~~fact~~ and ~~reflect Cabot’s and Cimarex’s current views about~~ future events. ~~Such~~These forward-looking statements ~~include, but~~ are ~~not~~based ~~limited~~on ~~to, statements about the benefits of the proposed merger involving Cabot and Cimarex, including future financial and operating results; Cabot~~management’s ~~and~~judgment ~~Cimarex’s~~as ~~plans, objectives, expectations and intentions; the expected timing and likelihood~~ of ~~completion of~~ the ~~transaction;~~date ~~the expected timing and amount~~ of any future dividends; 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, the achievement of synergies, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this ~~communication~~report ~~will occur as projected~~ and ~~actual~~include ~~results~~certain ~~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~~Please ~~risks~~refer ~~and uncertainties include, without limitation, the ability~~ to ~~obtain~~ the requisite Cabot and Cimarex stockholder approvals; the risk that Cabot or Cimarex may be unable to obtain governmental and regulatory approvals required for the merger; 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 on a timely basis or at all; the length of time necessary to close the proposed transaction, which may be longer than anticipated for various reasons; 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 Cabotcompany’s ~~common~~Annual ~~stock~~Report ~~or Cimarex’s common stock; the risk of litigation related to the proposed transaction; the effect of future regulatory or legislative actions~~ on ~~the~~Form companies or the industry in which they operate, including the risk of new restrictions with respect to well spacing, hydraulic fracturing, natural gas flaring or other oil and natural gas development activities; the risk that the credit ratings of the combined business may be different from what the companies expect; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger10-~~related~~K ~~issues; the volatility in commodity prices~~ for ~~crude oil and natural gas;~~ the ~~continuing~~year ~~effects~~ended ofDecember ~~the COVID-19 pandemic and the impact thereof on Cabot’s and Cimarex’s businesses~~31, ~~financial~~ ~~condition and results of operations; actions by~~2020, orfiled ~~disputes~~with ~~among or between,~~ the ~~Organization~~Securities ~~of Petroleum Exporting Countries~~ and ~~other~~Exchange ~~producer~~Commission countries; the presence or recoverability of estimated reserves; the ability to replace reserves; environmental risks; drilling and operating risks; exploration and development risks; competition; the ability of management to execute its plans to meet its goals; and other risks inherent in Cabot’s and Cimarex’s businesses. In addition, the declaration and payment of any future dividends, whether regular base quarterly dividends, variable dividends or special dividends following completion of the proposed transaction, will depend on the combined business financial results, cash requirements, future prospects and other factors deemed relevant by the board of directors of Cabot (~~as then constituted~~“SEC”)~~. These risks~~, asand ~~well as~~ other ~~risks~~filings ~~related to~~including ~~the~~our ~~proposed~~Current ~~transaction,~~Reports ~~are described in the registration statement~~ on Form S8-4K and ~~preliminary~~Quarterly ~~joint~~Reports proxy statement/prospectus that was filed with the SEC and the definitive joint proxy statement/prospectus if and when it becomes available in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S10-~~4 are~~Q, ~~considered~~for ~~representative, no such list should be considered to be~~ a ~~complete~~description ~~statement~~ of ~~all~~certain ~~potential~~risk risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. For additional information about other factors that ~~could~~may ~~cause~~affect ~~actual~~these ~~results to differ materially from those described in the~~ forward-looking statements~~, please refer to: (1) Cabot’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, which are available on Cabot’s website at www~~.cabotog.com/investorrelations and on the SECs website at http://www.sec.gov; and (2) Cimarex’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, which are available on its website at www.cimarex.com/investor-relations and on the SECs website at http://www.sec.gov.

~~Forward~~Actual results may differ materially from company estimates and projections and other forward-looking statements ~~are~~and ~~based~~can onbe affected by a variety of factors outside the ~~estimates~~control ~~and opinions~~of the company, all of ~~management~~which atmay be amplified by the ~~time~~COVID-19 pandemic and its unpredictable nature, including among other things: fluctuations in the ~~statements~~price ~~are~~we ~~made.~~receive ~~Except~~for our oil, gas, and NGL production, including local market price differentials, which may be exacerbated by the demand destruction resulting from COVID-19; disruptions to the ~~extent~~availability ~~required~~of workers and contractors due to illness and stay at home orders related to the COVID-19 pandemic; cost and availability of gathering, pipeline, refining, transportation and other midstream and downstream activities and our ability to sell oil, gas, and NGLs, which may be negatively impacted by ~~applicable~~the ~~law~~COVID-19 pandemic, ~~neither~~severe ~~Cabot~~weather ~~nor Cimarex~~and ~~undertakes~~other risks and lead to a lack of any ~~obligation~~available markets; availability of supply chains and critical equipment and supplies; higher than expected costs and expenses, including the availability and cost of services and materials; compliance with environmental and other regulations, including new regulations that may result from the recent change in federal and state administrations and legislatures; legislative or regulatory changes, including initiatives related to ~~publicly~~hydraulic ~~update~~fracturing, emissions, and disposal of produced water, which may be negatively impacted by the recent change in Presidential administration or ~~revise~~legislatures; ~~any~~the ~~forward~~ability to receive drilling and other permits or approvals and rights-~~looking~~of-way ~~statement~~in a timely manner (or at all), ~~whether~~which asmay abe ~~result~~negatively impacted by the impact of COVID-19 restrictions on regulatory employees who process and approve permits, other approvals and rights-of-way and which may be restricted by new ~~information~~ Presidential and Secretarial orders and regulation and legislation; reductions in the quantity of oil, gas, and NGLs sold and prices received because of decreased demand and/or curtailments in production relating to mechanical, transportation, storage, capacity, marketing, weather, the COVID-19 pandemic, or other problems; declines in the SEC PV10 value of our oil and gas properties resulting in full cost ceiling test impairments to the carrying values of our oil and gas properties; the effectiveness of our internal control over financial reporting; success of the company’s risk management activities; availability of financing and access to capital markets; estimates of proved reserves, exploitation potential, or exploration prospect size; greater than expected production decline rates; timing and amount of future ~~events~~production of oil, gas, and NGLs; cybersecurity threats, technology system failures and data security issues; the inability to transport, process and store oil and gas; hedging activities and the viability of our hedging counterparties, many of whom have been negatively impacted by the COVID-19 pandemic; economic and competitive conditions; lack of available insurance; cash flow and anticipated liquidity; continuing compliance with the financial covenant contained in our amended and restated credit agreement; the loss of certain federal income tax deductions; litigation; environmental liabilities; new federal regulations regarding species or ~~otherwise.~~habitats; ~~Readers~~exploration ~~are~~and ~~cautioned~~development opportunities that we pursue may not result in economic, productive oil and gas properties; drilling of wells; development drilling and testing results; performance of acquired properties and newly drilled wells; ability to ~~place~~obtain ~~undue~~industry ~~reliance~~partners to jointly explore certain prospects, and the willingness and ability of those partners to meet capital obligations when requested; unexpected future capital expenditures; amount, nature, and timing of capital expenditures; proving up undeveloped acreage and maintaining production on ~~these~~leases; ~~forward-looking~~unforeseen ~~statements~~liabilities ~~that speak~~associated ~~only~~with asacquisitions and dispositions; establishing valuation allowances against our deferred tax assets; potential payments for failing to meet minimum oil, gas, NGL, or water delivery or sales commitments; increased financing costs due to a significant increase in interest rates; risks associated with concentration of operations in one major geographic area; availability and cost of capital; title to properties; ability to complete property sales or other transactions; our ability to complete the ~~date~~announced ~~hereof~~transaction with Cabot Oil & Gas Corporation (“Cabot”); business disruptions during or following our announced transaction with Cabot, including the diversion of management time and attention; the ability to deploy net proceeds from our announced transaction with Cabot in the manner and timeframe we anticipate, if at all; potential liability for remedial actions under existing or future environmental regulations; potential liability resulting from pending or future litigation, including litigation related to our announced transaction with Cabot; the ability of Cimarex and Cabot to integrate their business operations successfully and to achieve the anticipated benefits from the transaction; unanticipated difficulties or expenditures relating to the announced transaction with Cabot; and other factors discussed in the company’s reports filed with the SEC. Cimarex Energy Co. encourages

readers to consider the risks and uncertainties associated with projections and other forward-looking statements. In addition, the company assumes no obligation to publicly revise or update any forward-looking statements based on future events or circumstances.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~Cimarex~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CIMAREX ENERGY CO.
Date: July 22, 2021
Dated: June 29, 2021	By:	/s/ Francis B. Barron
			CIMAREX ENERGY CO.
		Francis B. Barron
			/s/ G. Mark Burford
		Senior Vice President—General Counsel
			G. Mark Burford
			Senior Vice President and Chief Financial Officer

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