Each one in plain English, with the numbers worked through for a shareholder.
11 Mar 2019substantial holder notice● Neutral
ICS Opportunities II LLC, ICS Opportunities, Ltd, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC, Israel A. Englander disclosed a new substantial Cimarex Resolute LLC shareholding (0.00% of votes).
LION POINT MASTER, LP, LION POINT CAPITAL GP, LLC, LION POINT CAPITAL, LP, LION POINT HOLDINGS GP, LLC, DIDRIC CEDERHOLM, JIM FREEMAN reported no remaining Cimarex Resolute LLC shareholding in its periodic institutional filing.
Monarch Alternative Capital LP, MDRA GP LP, Monarch GP LLC reported no remaining Cimarex Resolute LLC shareholding in its periodic institutional filing.
The Cimarex merger closed on March 1, 2019, and Resolute is now a wholly owned subsidiary of Cimarex (the surviving company is Cimarex Resolute LLC). Common shareholders received, per their election and subject to proration, $14.00 plus 0.2366 Cimarex shares, $35.00 cash, or 0.3943 Cimarex shares; after proration Cimarex issued about 5.7 million shares and paid about $325.6 million in cash. The 8⅛% preferred was exchanged one-for-one into Cimarex 8⅛% Series A preferred (62,500 shares). The BMO revolver was terminated and repaid, and about $621.3 million was deposited to redeem the 8.50% Senior Notes due 2020 on April 1, 2019 at 100% of principal plus accrued interest, discharging the indenture. All Resolute directors resigned and all listed officers ceased their roles. NYSE trading in the common stock and Series A Junior Participating Preferred was suspended, and Resolute intends to file Form 15 to deregister. This resolves the merger thread, the vote and regulatory conditions having been satisfied (inference from closing).
Resolute added extra disclosures to its merger proxy statement. It says that during fall 2018 it contacted 13 industry participants and signed non-disclosure agreements with four, but received no proposal from anyone other than Cimarex. The filing also gives revised comparison tables from its advisers Goldman Sachs and Petrie Partners and says Goldman's fee is estimated at about $7.5 million, $2.5 million paid on announcement and the rest contingent on closing. Resolute says it believes the original disclosures were already compliant and these are supplied for extra information; there are no changes to the deal terms.
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP reported a Cimarex Resolute LLC shareholding of 2,219,873 shares (9.58% of votes) in a periodic institutional filing.
Resolute and Cimarex announced that holders of common stock, restricted stock, outperformance share rights and options must choose their form of merger consideration by 5:00 p.m. Eastern on February 22, 2019, the same day as the shareholder meeting. Elections go to the exchange agent, Continental Stock Transfer & Trust, and are subject to proration; holders using a broker may face an earlier deadline. The filing says the Cimarex registration statement became effective on January 30, 2019. This is a procedural step in the pending merger, not a completion.
Resolute filed its definitive proxy statement/prospectus and called a special shareholder meeting for February 22, 2019 (record date January 18, 2019) to vote on the Cimarex merger, with the board unanimously recommending approval. Terms match the announced deal: $14.00 plus 0.2366 Cimarex shares, $35.00 cash, or 0.3943 Cimarex shares, prorated to 60% stock and 40% cash. Former Resolute holders would own about 6.4% of Cimarex, and the 8⅛% preferred converts one-for-one into a new Cimarex preferred. Common shareholders would be bought out if the vote passes and the deal closes; the vote has not yet happened.
Resolute filed the formal merger agreement with Cimarex Energy, signed November 18, 2018, putting into legal form the deal announced on November 19. Common shares convert into $14.00 cash plus 0.2366 Cimarex shares, $35.00 cash, or 0.3943 Cimarex shares, at the holder's election and subject to proration; the preferred stock stays outstanding and becomes Cimarex preferred. Closing needs a Resolute shareholder vote, HSR antitrust clearance, an effective S-4, NYSE listing of the new shares and a tax opinion. Either side can terminate if the deal has not closed by July 18, 2019 (extendable to October 18, 2019 for regulatory clearances). Resolute would owe a $35.9 million termination fee in specified cases, such as taking a superior proposal or a change of board recommendation, and $7.5 million of expense reimbursement if shareholders vote it down. Restricted stock, performance rights, options and SARs vest and convert into merger consideration or cash. Continues the merger thread; the final outcome is still unresolved.
Resolute and Cimarex Energy announced a merger agreement under which Cimarex will acquire Resolute, valued at $35.00 per share, or about $1.6 billion including Resolute's $710 million of long-term debt at September 30, 2018. Resolute shareholders can choose 0.3943 Cimarex shares, $35 cash, or $14 cash plus 0.2366 shares, subject to proration to a 60% stock / 40% cash mix; the price is about a 14.8% premium to the $30.49 close on November 16, 2018. Both boards approved it unanimously, and it still needs Resolute shareholder approval and regulatory clearance. The deal would take over Resolute's Reeves County, Texas Delaware Basin acreage (about 21,100 net acres). This is a new thread that would end shareholders' current holding if completed. It is not yet completed, so the final outcome is unresolved.
Monarch Alternative Capital LP, MDRA GP LP, Monarch GP LLC reported a Cimarex Resolute LLC shareholding of 2,268,072 shares (9.79% of votes) in a periodic institutional filing.
VR Global Partners, L.P, VR Advisory Services Ltd, VR Capital Participation Ltd, VR Capital Group Ltd, VR Capital Holdings Ltd, Richard Deitz reported a Cimarex Resolute LLC shareholding of 1,054,453 shares (4.50% of votes) in a periodic institutional filing.
LION POINT MASTER, LP, LION POINT CAPITAL GP, LLC, LION POINT CAPITAL, LP, LION POINT HOLDINGS GP, LLC, DIDRIC CEDERHOLM, JIM FREEMAN disclosed a new substantial Cimarex Resolute LLC shareholding (9.60% of votes).
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP reported a Cimarex Resolute LLC shareholding of 2,545,120 shares (10.99% of votes) in a periodic institutional filing.
Resolute signed a Fourth Amendment to its bank credit agreement on September 14, 2018, raising the borrowing base from $210 million to $310 million. It also changed the EBITDA calculation to annualize quarterly EBITDA through the second quarter of 2019, and made administrative changes that the filing says accommodate a future refinancing of the 8.5% senior notes due 2020. This continues the series of amendments (the Third was in March 2018).