Acquisitions

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

Pending Merger

On May 23, 2021, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with Cimarex Energy Co. (Cimarex) to combine via an all-stock merger transaction (Merger). Cimarex is an independent oil and gas exploration and production company with operations located primarily in Texas, New Mexico and Oklahoma. Under terms of the Merger Agreement, each share of Cimarex common stock will be converted automatically into the right to receive 4.0146 shares of common stock of the Company at closing. No fractional shares of common stock of the Company will be issued in the Merger, and holders of shares of Cimarex common stock will instead receive cash in lieu of fractional shares of common stock of the Company, if any. The respective Boards of Directors of the Company and Cimarex unanimously approved the Merger, which is still subject to the approval of the stockholders of each of the Company and Cimarex. The Merger Agreement includes certain restrictions on the conduct of the business of the Company until the closing, such as a requirement to operate in the ordinary course of business and limitations on, among other things, dividends, stock repurchases and debt repurchases. If the Merger does not occur, and under certain circumstances, the Company or Cimarex may be required to pay the other party a termination fee of $250.0 million or an expense reimbursement of $40.0 million. Until the approval by stockholders and subsequent closing, the Company must continue to operate as a stand-alone company.

The Merger is expected to close in the fourth quarter of 2021, subject to stockholder approvals and other customary closing conditions.