Coterra Energy Announces Final Results of Private Exchange Offers

Source: www.gulfoilandgas.com 10/6/2021, Location: North America

Coterra Energy Inc. announced the final results of its previously announced offers to eligible holders (as defined herein) to exchange (each an "Exchange Offer" and collectively, the "Exchange Offers") any and all outstanding notes issued by Cimarex Energy Co. ("Cimarex") as set forth in the table below (the "Existing Cimarex Notes") for (1) up to $2,000,000,000 aggregate principal amount of new notes to be issued by Coterra (the "New Coterra Notes") and (2) cash, and related consent solicitations by Cimarex (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments to each of the indentures governing the Existing Cimarex Notes (the "Proposed Amendments"). As of 11:59 p.m., New York City time, on October 5, 2021 (the "Expiration Date"), and as indicated in the table below, approximately $1.83 billion aggregate principal amount, or approximately 91.30%, of the Existing Cimarex Notes were validly tendered and not validly withdrawn.

The following table sets forth the aggregate principal amount of each series of Existing Cimarex Notes that were validly tendered and not validly withdrawn as of the Expiration Date pursuant to the terms and conditions of the Exchange Offers and Consent Solicitations.

The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as of September 8, 2021 (the "Offering Memorandum and Consent Solicitation Statement"). As previously announced, on October 1, 2021, the Company completed the merger transaction contemplated by the Agreement and Plan of Merger, dated as of May 23, 2021, as amended on June 29, 2021, among Coterra (formerly Cabot Oil & Gas Corporation), Double C Merger Sub, Inc. ("Merger Sub") and Cimarex, pursuant to which Merger Sub, previously a wholly owned subsidiary of Coterra, merged with and into Cimarex, (the "Merger"), with Cimarex surviving the Merger as a subsidiary of Coterra. Completion of the Merger was a condition to the consummation of the Exchange Offers and Consent Solicitations. The final settlement of the Exchange Offers and Consent Solicitations is expected to take place on or about October 7, 2021. The requisite number of consents to adopt the Proposed Amendments were received by Cimarex prior to the Early Tender Date, and Cimarex previously executed a supplemental indenture with the trustee for each series of Existing Cimarex Notes effecting the Proposed Amendments, which amendments will automatically become effective upon final settlement of the Exchange Offers and Consent Solicitations.

The Exchange Offers and Consent Solicitations were made only to holders of Existing Cimarex Notes who completed and returned an eligibility letter confirming that they were persons (a) in the United States reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) outside the United States who were not "U.S. persons" as defined in Rule 902 under the Securities Act and who were eligible to participate in the Exchange Offer pursuant to the laws of the applicable jurisdiction, as set forth in the eligibility letter ("eligible holders").

D.F. King & Co., Inc. is acting as the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations. Questions or requests for assistance related to the Exchange Offers may be directed to D.F. King & Co., Inc. at (800) 714-3311 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or cimarex@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers and Consent Solicitations.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale was made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations were made to eligible holders solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as permitted under applicable law.

The New Coterra Notes have not been registered under the Securities Act or any state or foreign securities laws. Therefore, the New Coterra Notes may not be offered or sold in the United States or to any U.S. person absent registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.


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