UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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 ~~the~~report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): November 13, 2020

~~Date of Report (Date of earliest event reported): November 12, 2020~~________________________________________________________________

MONTAGE ~~Montage~~RESOURCES ~~Resources Corporation~~ CORPORATION

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware		001-36511		46-4812998
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

________________________________________________________________

122 West John Carpenter Freeway,

Delaware

001-36511

46-4812998

Suite 300

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Irving, Texas

75039

(Address of Principal Executive Offices)

(Zip Code)

~~Registrant’s~~122 ~~Telephone~~West ~~Number,~~John ~~Including~~Carpenter ~~Area Code: (469) 444-1647~~Freeway

Suite 300

Irving, Texas 75039

(Address of principal executive offices)(Zip Code)

(469) 444-1647

(Registrant's telephone number, including area code)

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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 (see General Instructions A.2. below):________________________________________________________________

☒Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐ 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~~

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01 Per Share

New York Stock Exchange

Common Stock, Par Value $0.01

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~~INTRODUCTORY ~~5.07 Submission of Matters to a Vote of Security Holders.~~NOTE

On November 12 13, 2020, ~~Montage~~pursuant Resources Corporation (“Montage” or the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on and approved (a) a proposal (the “Merger Proposal”) to ~~adopt~~ the Agreement and Plan of Merger, dated as of August 12, 2020 (the “Merger Agreement”), by and between Southwestern Energy Company (“Southwestern”) and ~~the~~Montage ~~Company,~~Resources ~~and~~Corporation (~~b) a proposal (the~~ “~~Advisory Compensation Proposal~~Montage”) ~~to approve~~, onSouthwestern ancompleted ~~advisory~~its ~~(non-binding)~~previously ~~basis,~~announced ~~the~~acquisition ~~payments~~of ~~that will or may be paid to the Company’s named executive officers in connection with the merger. Prior to the Special Meeting~~Montage, ~~the~~by ~~Company~~means ~~delivered~~of a ~~definitive proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the Special Meeting, the Merger Proposal, the Advisory Compensation Proposal, the~~ merger ~~and related information. The Proxy Statement also contained a proposal to approve the adjournment~~ of ~~the~~Montage ~~Special~~with ~~Meeting~~and tointo ~~solicit~~Southwestern, ~~additional~~with ~~proxies~~Southwestern ifcontinuing ~~there~~as ~~were not sufficient votes at~~ the ~~time~~surviving ofcorporation ~~the Special Meeting to approve the Merger Proposal or to ensure that any supplement or amendment to the Proxy Statement was timely provided to the Company’s stockholders~~ (the “~~Adjournment Proposal~~Merger”). ~~The Proxy Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 6, 2020.~~

AtItem ~~the Special Meeting, the Merger Proposal was approved by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on the proposal~~1. The Advisory Compensation Proposal was approved, on an advisory basis, by the affirmative vote of the holders of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Special Meeting and entitled to vote on the proposal02. ~~The~~Termination ~~Adjournment Proposal was approved by the affirmative vote~~ of ~~the holders of~~ a ~~majority~~Material ofDefinitive ~~the shares of the Company’s common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereat~~Agreement.

AsThe ofinformation ~~the~~set ~~close~~forth ofin ~~business on October 5, 2020,~~ the ~~record date for the Special Meeting, there were 36,022,393 shares of the Company’s common stock, par value $0.01 per share (~~“~~Company~~Introductory ~~common stock~~Note”), ~~outstanding~~ and ~~entitled to vote. 25,762,312 shares of Company common stock were represented~~ in ~~person~~Item ~~or by proxy at the Special Meeting, representing approximately 71~~2.5%01 of Company common stock outstanding as of the record date and entitled to vote at the Special Meeting, which constituted a quorum to conduct business at the meeting. The following are the final voting results on the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, each of which is ~~more~~incorporated ~~fully~~by ~~described~~reference ininto ~~the~~this ~~Proxy~~Item ~~Statement~~1. 02.

~~Merger~~Termination ~~Proposal: The number~~ of ~~shares~~Credit ~~voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Merger Proposal presented at the Special Meeting was:~~ Agreement

Votes For		Votes Against		Abstentions		Broker Non-Votes
24,452,232		1,247,552		62,528		0

On November 13, 2020, in connection with the Merger, Montage caused to be repaid in full all indebtedness, liabilities and other obligations under, and terminated that certain Third Amended and Restated Credit Agreement, dated as of February 28, 2019 (as amended and in effect), by and among Montage, the lenders party thereto and Bank of Montreal, as the administrative agent.

~~Advisory~~Redemption ~~Compensation Proposal: The number~~ of ~~shares~~Senior ~~voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Advisory Compensation Proposal presented at the Special Meeting was:~~ Notes

Votes For		Votes Against		Abstentions		Broker Non-Votes
23,272,119		2,455,590		34,603		0

As previously reported, on October 6, 2020, Montage notified Deutsche Bank Trust Company Americas (the “Trustee”), as trustee under the Indenture, dated as of July 6, 2015 (as supplemented and in effect, the “Indenture”), among Montage, the guarantors party thereto and the Trustee, of its election to redeem, subject to certain conditions including consummation of the Merger (the “Redemption”), all of its outstanding 8.875% Senior Notes due 2023 (the “Notes”). On October 9, 2020, the Trustee, on behalf of Montage, issued a conditional notice of full redemption of all of its outstanding Notes.

~~Adjournment~~On ~~Proposal:~~November ~~The~~13, ~~number~~2020 (the “Redemption Date”), Montage redeemed the Notes at a redemption price of ~~shares~~102.219% ~~voted~~(the ~~for~~“Redemption orPrice”) ~~against,~~of asthe ~~well~~aggregate asprincipal ~~abstentions~~amount being redeemed, plus accrued and ~~broker~~unpaid ~~non-votes~~interest on the Notes redeemed to, ifbut ~~applicable~~not including, ~~with~~the ~~respect~~Redemption toDate. Following the ~~Adjournment~~Redemption ~~Proposal~~by ~~presented~~Montage atof the ~~Special~~Notes, ~~Meeting~~none ~~was:~~of the Notes remain outstanding.

Votes For		Votes Against		Abstentions		Broker Non-Votes
23,707,336		2,001,357		53,619		0

Also on November 13, 2020, in connection with the consummation of the Merger and the Redemption, Montage and the Trustee entered into a Satisfaction and Discharge of Indenture, pursuant to which Montage satisfied and discharged its obligations under the Indenture by causing to be deposited with the Trustee, as trust funds in trust solely for the benefit of the holders of the Notes, cash in an amount sufficient to pay the Redemption Price (including accrued and unpaid interest on the Notes to, but not including, the Redemption Date).

Item 82.01. ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

~~With~~The ~~the~~information ~~approval~~set offorth ~~the~~in ~~Merger Proposal,~~ the ~~Company~~“Introductory ~~expects~~Note” ~~the~~is ~~closing~~incorporated ofby ~~the~~reference ~~merger~~into tothis ~~occur~~Item ~~on November 13, 2020, subject to the satisfaction or waiver of the remaining conditions to close~~2. 01.

~~Important~~In ~~Information~~accordance ~~for~~with ~~Investors~~the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and ~~Stockholders~~outstanding share of Montage common stock, par value $0.01 per share (“Montage Common Stock”), was automatically converted into the right to receive 1.8656 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Southwestern (“Southwestern Common Stock”). No fractional shares of Southwestern Common Stock have been or will be issued in the Merger, and holders of Montage Common Stock have received or will receive cash in lieu of any fractional shares of Southwestern Common Stock to which such holders would otherwise be entitled.

~~This~~In ~~communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval~~addition, ~~nor shall there be any sale of securities~~ in ~~any~~accordance ~~jurisdiction~~with inthe ~~which~~Merger ~~such offer~~Agreement, ~~solicitation~~at ~~or sale would be unlawful prior to registration or qualification under~~ the ~~securities~~Effective ~~laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933~~Time, ~~as amended. In connection with the potential transaction~~ (~~the “Transaction”~~i), ~~Southwestern~~each ~~filed~~Montage arestricted ~~registration~~stock ~~statement~~unit onaward ~~Form S-4 with the SEC containing a preliminary prospectus of Southwestern~~ that ~~also~~was ~~constitutes~~outstanding aimmediately ~~preliminary~~prior ~~proxy statement of Montage. Montage mailed a definitive proxy statement/prospectus~~ to ~~stockholders of Montage on or about October 8, 2020. This communication is not a substitute for~~ the ~~proxy~~Effective ~~statement/prospectus~~Time orwas ~~registration~~converted ~~statement~~into oran ~~for~~assumed ~~any~~restricted ~~other~~stock ~~document~~unit ~~that~~award, ~~Southwestern~~(ii) oreach Montage ~~may~~performance ~~file~~stock ~~with~~unit ~~the~~award ~~SEC~~was ~~and~~terminated send to Montage’s stockholders in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF SOUTHWESTERN AND MONTAGE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and ~~security~~vested, ~~holders are able to obtain free copies of the proxy statement/prospectus~~ and ~~other~~(iii) ~~documents~~each ~~filed with the SEC by Southwestern or~~ Montage ~~through~~restricted ~~the~~stock ~~website~~award ~~maintained~~granted byto ~~the~~a SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Southwestern are available free of charge on Southwestern’s website at www.swn.com and copies of the documents filed with the SEC by Montage ~~are~~non-employee ~~available~~director ~~free of charge on Montage’s website at www~~vested.~~montageresources.com.~~

~~Southwestern~~The ~~and~~shares ~~Montage and certain~~ of ~~their~~Southwestern ~~respective~~Common ~~directors,~~Stock ~~executive~~issued ~~officers and certain other members of management and employees may be deemed to be “participants”~~ in ~~the solicitation of proxies from the stockholders of Montage in~~ connection with the ~~Transaction.~~Merger ~~Stockholders~~were ~~can~~registered ~~find~~under ~~information~~the ~~about~~Securities ~~Montage~~Act ~~and its directors and executive officers and their ownership~~ of ~~Company~~1933, ~~common~~as ~~stock~~amended, inpursuant ~~its~~to ~~Annual~~Southwestern’s ~~Report~~registration statement on Form 10S-K4 ~~for~~(File ~~the~~No. ~~fiscal year ended December 31~~333-248827), ~~2019,~~initially filed with the ~~SEC~~Securities onand ~~March 10,~~Exchange ~~2020,~~Commission ~~and~~ (the ~~proxy~~“Commission”) ~~statement~~on ~~for~~September ~~its~~16, 2020, ~~Annual~~as ~~Meeting~~amended ofby ~~Stockholders~~pre-effective ~~filed~~Amendment ~~with~~No. ~~the~~1 ~~SEC~~filed on ~~April 28~~October 2, 2020, and ~~additional~~declared ~~information~~effective ~~about~~by the ~~ownership~~Commission ofon ~~Company~~October ~~common stock by its directors and executive officers is included in their Forms 3~~6, 42020 ~~and 5 filed with~~ (the ~~SEC.~~“Registration ~~Information~~ Statement”).

~~about~~The ~~Southwestern’s~~description ~~directors~~of ~~and executive officers is available in Southwestern’s Annual Report on Form 10-K for~~ the ~~fiscal~~Merger ~~year~~Agreement ~~ended~~and ~~2019~~related ~~filed~~transactions ~~with the SEC on February 27~~(including, ~~2020~~without ~~and its definitive proxy statement for the 2020 annual meeting of shareholders filed with the SEC on April 9~~limitation, ~~2020. These documents can be obtained free of charge from~~ the ~~sources~~Merger) ~~indicated above. Additional information regarding the interests of such participants~~ in ~~the~~this ~~solicitation~~Form of8-K ~~proxies~~does innot ~~respect~~purport ofto ~~the~~be ~~Transaction~~complete ~~are included in the registration statement~~ and ~~proxy~~is ~~statement/prospectus~~subject, and ~~will~~qualified ~~be included~~ in ~~other~~its ~~relevant~~entirety ~~materials~~by reference, to ~~be filed with~~ the ~~SEC~~full ~~when~~text ~~they~~of ~~become~~the ~~available.~~Merger

~~Cautionary~~Agreement, ~~Statement~~which ~~Regarding~~is ~~Forward~~attached as Exhibit 2.1 to Montage’s Current Report on Form 8-~~Looking~~K ~~Information~~filed with the Commission on August 18, 2020 and incorporated herein by reference.

~~Statements~~Item ~~in this Current Report on Form 8-K and the exhibits furnished or filed herewith that relate to future results and events are forward-looking statements based on Montage’s current expectations~~3. ~~Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors~~01. ~~All~~Notice ~~statements other than statements~~ of ~~historical~~Delisting fact, including statements containing the words “will,” “plan,” “would,” “should,” “could,” “endeavor,” “believe,” “anticipate,” “intend,” “seek,” “estimate,” “expect,” “project,” “future,” “strategy,” “potential,” “continue,” “budget,” “forecast,” “assume” and other words and terms of similar meaning, or ~~the~~Failure negative of these terms, are statements that could be deemed forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, ~~statements~~Satisfy ~~regarding the Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are~~ a ~~number~~Continued ofListing ~~risks~~Rule and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, Southwestern’s ability to successfully integrate the businesses, the occurrence of any event, change or ~~other~~Standard; ~~circumstances~~Transfer ~~that could give rise to the termination~~ of the Merger Agreement, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements, including this communication, relating to the Transaction could have adverse effects on the market price of Company common stock or Southwestern common stock, the effects of disruption to Montage’s or Southwestern’s respective businesses, the risk that the pending Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projectedListing. All such factors are difficult to predict and are beyond Montage’s control, including those detailed in Montage’s Annual Report on Form 10–K for the fiscal year ended December 31, 2019, filed with the SEC on March 10, 2020, under the heading “Item 1A. Risk Factors,” and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements represent Montage’s views as of the date on which such statements were made and Montage undertakes no obligation to publicly update such forward-looking statements.

The information set forth under Item 2.01 is incorporated by reference into this Item 3.01.

On November 13, 2020, in connection with the consummation of the Merger, Montage notified the New York Stock Exchange (the “NYSE”) that the Merger had been consummated and requested that the trading of its common stock on the NYSE be suspended and that the listing of its shares on the NYSE be withdrawn. The trading in shares of Montage Common Stock on the NYSE was halted prior to the opening of trading on November 13, 2020. In addition, Montage requested that the NYSE file with the Commission a notification on Form 25 to report the delisting of its shares from the NYSE and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended.

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 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.

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, dated August 12, 2020, by and between Southwestern Energy Company and Montage Resources Corporation (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the Commission on August 18, 2020).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

MONTAGE RESOURCES CORPORATION

SOUTHWESTERN ENERGY COMPANY

Date: November 12, 2020

By:

/s/ Paul M. Johnston

(as successor by merger to Montage Resources Corporation)

Name:

Paul M. Johnston

Dated: November 13, 2020

By:

/s/ CHRIS LACY

Title:

Executive Vice President, General Counsel and Corporate Secretary

Name:

Chris Lacy

Title:

Executive Vice President, General Counsel and

Corporate Secretary

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