Item 2.01 Completion of Acquisition or Disposition of Assets.

The information in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On January 21, 2021, the Merger was consummated in accordance with the terms of the Merger Agreement. In connection with the consummation of the Merger, each common unit representing limited partner interests in Mid-Con (the "Mid-Con Common Units") issued and outstanding immediately prior to the Effective Time (other than Mid-Con Common Units held in the treasury of Mid-Con or held by Mid-Con GP immediately prior to the Effective Time, which were canceled and extinguished without any conversion thereof, and no consideration delivered in exchange therefor) were at the Effective Time converted into and became exchangeable for 1.7500 (the "Exchange Ratio") shares of common stock, par value $0.04 per share, of Contango (the "Contango Common Stock").

Additionally, each Mid-Con phantom unit equity award that was outstanding as of immediately prior to the Effective Time, and all rights in respect thereof, fully vested immediately prior to the Effective Time and, at the Effective Time, such awards were cancelled and converted into the right to receive a number of shares of Contango Common Stock equal to the product of (i) the number of Mid-Con Common Units subject to such awards as of immediately prior to the Effective Time and (ii) the Exchange Ratio.

The issuance of shares of Contango Common Stock pursuant to the terms of the Merger Agreement was registered under the Securities Act of 1933, as amended, pursuant to Contango's registration statement on Form S-4, as amended (File No. 333-250862), which was declared effective by the SEC on December 18, 2020. The definitive joint consent statement/information statement/prospectus included in the registration statement and filed with the SEC on December 18, 2020 (the "Joint Consent Statement/Information Statement/Prospectus") contains additional information about the Merger.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto.

Item 9.01 Financial Statements and Exhibits.






(a) Financial Statements.

The audited consolidated balance sheets of Mid-Con and its subsidiaries as of December 31, 2019 and 2018 and the related audited consolidated statements of operations, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2019, and the notes related thereto, are incorporated by reference in this Current Report on Form 8-K from Annex D to the Joint Consent Statement/Information Statement/Prospectus.

The unaudited consolidated balance sheet of Mid-Con and its subsidiaries as of September 30, 2020, and the related unaudited consolidated statements of operations, changes in equity and cash flows for the nine month periods ended September 30, 2020 and 2019, and the notes related thereto, are incorporated by reference in this Current Report on Form 8-K from Annex E to the Joint Consent Statement/Information Statement/Prospectus.

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(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) for the year ended December 31, 2019 and as of and for the nine months ended September 30, 2020 was previously filed in the Joint Consent Statement/Information Statement/Prospectus under the caption "Unaudited Pro Forma Condensed Consolidated Combined Financial Statements of Contango," and is incorporated by reference in this Current Report on Form 8-K.





(d) Exhibits.

The following exhibits are filed herewith:





Exhibit
  No.                                    Description

2.1           Agreement and Plan of Merger, dated as of October 25, 2020, by and
            among Contango Oil & Gas Company, Michael Merger Sub LLC, Mid-Con
            Energy Partners, LP, and Mid-Con Energy GP, LLC (incorporated herein
            by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
            Contango with the SEC on October 26, 2020).*

23.1          Consent of Grant Thornton LLP relating to Mid-Con Energy Partners,
            LP.

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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