Coterra Energy Announces Final Results of Private Exchange Offers

Rhea-AI Summary

Coterra Energy Inc. (NYSE: CTRA) announced the results of its Exchange Offers and Consent Solicitations regarding Cimarex Energy Co. notes. Approximately $1.83 billion (91.30%) of existing notes were tendered by the expiration date of October 5, 2021. The Exchange Offers involved the issuance of up to $2 billion in new Coterra notes. Completion of the merger with Cimarex was a prerequisite for these offers. The final settlement is expected around October 7, 2021.

Positive

• Approximately $1.83 billion of Existing Cimarex Notes were successfully exchanged, representing 91.30% participation.
• Coterra plans to issue new notes of up to $2 billion, enhancing its capital structure.

Negative

• None.

HOUSTON, Oct. 6, 2021 /PRNewswire/ -- Coterra Energy Inc. ("Coterra" or the "Company") (NYSE: CTRA) today 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principal amount, or approximately 91.30%, of the Existing Cimarex Notes were validly tendered and not validly withdrawn.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the aggregate principal amount of each series of Existing Cimarex Notes that were validly tendered and not validly withdrawn as of the Expiration Date pursuant to the terms and conditions of the Exchange Offers and Consent Solicitations.

Title of Series of Existing Cimarex Notes	CUSIP Number of Existing Cimarex Notes	ISIN of Existing Cimarex Notes	Aggregate Principal Amount Outstanding	Existing Cimarex Notes Tendered at Expiration Date
				Principal Amount	Percentage
4.375% Senior Notes due 2024	171798AC5	US171798AC50	$750,000,000	$705,503,000	94.07%
3.90% Senior Notes due 2027	171798AD3	US171798AD34	$750,000,000	$687,282,000	91.64%
4.375% Senior Notes due 2029	171798AE1	US171798AE17	$500,000,000	$433,188,000	86.64%

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.

Coterra Energy

Coterra is a premier, diversified energy company based in Houston, Texas. We strive to be a leading producer, delivering returns with a commitment to sustainability leadership.

Cautionary Statement Regarding Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of federal securities laws. Words such as anticipates, believes, expects, intends, plans, outlook, will, should, may and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Coterra's current views about future events. Such forward-looking statements include, but are not limited to, statements about the final settlement of the Exchange Offers and Consent Solicitations. No assurances can be given that the forward-looking statements contained in this press release will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those included in this press release. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to (1) Coterra's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the SEC (including those filed under its former name Cabot Oil & Gas Corporation) and (2) Cimarex's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the SEC, which are available on Coterra's website at www.coterra.com.

Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, Coterra does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

 

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SOURCE Coterra Energy Inc.

FAQ

What were the results of Coterra Energy's Exchange Offers on Cimarex Notes?

Coterra Energy noted that approximately $1.83 billion, or 91.30%, of Cimarex Notes were tendered by the expiration date.

When is the final settlement date for Coterra Energy's Exchange Offers?

The final settlement for the Exchange Offers is expected around October 7, 2021.

How much new debt is Coterra Energy expected to issue through these Exchange Offers?

Coterra Energy plans to issue up to $2 billion in new Coterra notes as part of the Exchange Offers.

What was a condition for Coterra Energy's Exchange Offers?

The completion of the merger with Cimarex was a necessary condition for the Exchange Offers.