History
Magnum Hunter agreed to merge with Prize Energy in 2001, then was bought by Cimarex Energy in an all-stock deal that closed in June 2005, ending its independent run.
2001-2002: The Prize Energy merger
The record opens in December 2001, when Magnum Hunter agreed to merge with Prize Energy Corp in a stock-and-cash deal. It was worth about $24.00 per Prize share and gave the combined business a roughly $1.2 billion enterprise value (the value of its shares plus its debt). The record is sparse for earlier years, so 2001 should not be read as the company's start.
A registration statement filed in January 2002 set out the terms. Each Prize share would convert into 2.5 Magnum Hunter shares plus $0.25 to $5.25 in cash. Magnum Hunter holders would own about 52% of the combined company and Prize holders about 48%. The board would have seven Magnum Hunter directors and two from Prize, and Gary C. Evans would stay as chairman, president and chief executive. Up to 33,915,036 new shares were registered for the deal, and shareholders had to approve their issue. A second amendment in February 2002 set both companies' shareholder votes for March 13, 2002, with the terms unchanged.
The filings do not confirm the closing, though later filings list Prize subsidiaries as guarantors of the company's debt, which suggests the deal went through.
2002-2004: New listings and notices
The American Stock Exchange certified Magnum Hunter's securities for listing in March 2002. The New York Stock Exchange did the same in June 2002. In November 2002 a notice recorded the securities being removed from listing and registration on an exchange. A similar notice followed in April 2004. The record does not say which exchange or why, and it is otherwise quiet on operations and funding for these years. The context also notes a $300 million issue of 9.60% senior notes due 2012 in March 2002, but later details of that debt are not in the record.
2005: Sold to Cimarex
In January 2005 Magnum Hunter announced a definitive agreement to be acquired by Cimarex Energy in an all-stock merger. Shareholders would receive 0.415 Cimarex shares for each Magnum Hunter share. That valued the equity at about $1.5 billion, or roughly $2.1 billion including $645 million of debt Cimarex would take on. Magnum Hunter also amended its shareholder-rights plan, a defence against takeovers, so that it would not block the deal. The agreement was amended twice, on February 18 and April 20. Another removal notice came in March.
A final joint proxy statement went to shareholders in May 2005, with both companies' votes set for June 6. Approval needed a majority of Magnum Hunter's outstanding common shares, and its board unanimously recommended a vote in favour. The filing was signed by Richard R. Frazier as president and chief executive, rather than Gary C. Evans, and the record does not explain the change. Each Magnum Hunter share was to become 0.415 of a Cimarex share, and the Series A preferred stock was to become 20 Cimarex shares in total.
The merger closed on June 7, 2005 at the agreed ratio. Magnum Hunter became a wholly-owned Cimarex subsidiary, its board and executives were replaced by Cimarex's officers, and the combined company was based in Denver. A removal notice followed on June 9, the registration of a class of securities was terminated on June 22, and on July 22, 2005 the company deregistered its securities, ending its obligation to file reports with the SEC.
Written from the 15 story beats below (2001 to 22 July 2005), which come from the company's own announcements and filings.