Item 1.01 Entry into a Material definitive agreement.
On October 7, 2021 (the "Settlement Date"), Coterra Energy Inc. (formerly Cabot
Oil & Gas Corporation) ("Coterra") completed its previously announced (i)
private offers to eligible holders to exchange (each, an "Exchange Offer" and,
collectively, the "Exchange Offers") any and all outstanding notes of certain
series issued by Cimarex Energy Co. ("Cimarex") (the "Cimarex Notes") for (1)
new notes issued by Coterra and (2) cash, and (ii) related consent solicitations
(each, a "Consent Solicitation" and, collectively, the "Consent Solicitations")
made by Cimarex to adopt certain amendments (the "Amendments") to each of the
indentures governing the Cimarex Notes (the "Cimarex Indentures"). Pursuant to
the Exchange Offers and Consent Solicitations, the aggregate principal amounts
of the Cimarex Notes set forth in the table below were validly tendered and
subsequently accepted. Such accepted Cimarex Notes will be retired and canceled
and will not be reissued. Following such cancellation, the aggregate principal
amounts of the Cimarex Notes set forth below will remain outstanding.
Aggregate Aggregate
Principal Amount Principal Amount
Tendered and Outstanding
Title of Series of Cimarex Note Accepted Following Settlement
4.375% Senior Notes due 2024 $ 705,503,000 $ 44,497,000
3.90% Senior Notes due 2027 $ 687,282,000 $ 62,718,000
4.375% Senior Notes due 2029 $ 433,188,000 $ 66,812,000
Prior to the settlement of the Exchange Offers and Consent Solicitations and
upon receipt of the requisite consents to adopt the Amendments with respect to
each series of Cimarex Notes, the following supplemental indentures
(collectively, the "Supplemental Indentures") were executed, eliminating certain
of the covenants, restrictive provisions and events of default under the Cimarex
Indentures:
(i) Second Supplemental Indenture, dated September 21, 2021, between
Cimarex, as issuer, and U.S. Bank National Association, as trustee (in such
capacity, the "2014 Indenture Trustee"), amending that certain Indenture, dated
June 4, 2014, between Cimarex and the 2014 Indenture Trustee, as supplemented by
that certain First Supplemental Indenture, dated June 4, 2014, between Cimarex
and the 2014 Indenture Trustee, pursuant to which Cimarex issued its 4.375%
Senior Notes due 2024; and
(ii) Third Supplemental Indenture, dated September 21, 2021, between
Cimarex, as issuer and the U.S. Bank National Association, as trustee (in such
capacity, the "2017 Indenture Trustee"), amending that certain Indenture, dated
April 10, 2017, between Cimarex and the 2017 Indenture Trustee, as supplemented
by that certain First Supplemental Indenture, dated April 10, 2017, between
Cimarex and the 2017 Indenture Trustee, pursuant to which Cimarex issued its
3.90% Senior Notes due 2027 and that certain Second Supplemental Indenture,
dated March 8, 2019, between Cimarex and the 2017 Indenture Trustee, pursuant to
which Cimarex issued its 4.375% Senior Notes due 2029.
The Amendments became operative upon the Settlement Date. The foregoing summary
of the Supplemental Indentures does not purport to be complete and is qualified
in its entirety by reference to the full text of the Supplemental Indentures,
copies of which are filed as Exhibits 10.1 and 10.2 and are incorporated herein
by reference.
Item 3.03 Material Modification to the Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01 financial statements and Exhibits
Exhibit No. Exhibit Name
10.1 Second Supplemental Indenture, dated September 21, 2021, between
Cimarex Energy Co., as issuer, and U.S. Bank National Association,
as trustee.
10.2 Third Supplemental Indenture, dated September 21, 2021, between
Cimarex Energy Co., as issuer, and U.S. Bank National Association,
as trustee.
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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