Item 8.01 Other Events.

On June 22, 2022 Cabot Corporation ("Cabot") completed the issuance and sale of $400 million aggregate principal amount of 5.000% senior notes due 2032 (the "Notes").

The offering of the Notes was registered pursuant to an automatically effective shelf registration statement on Form S-3ASR under the Securities Act of 1933, as amended (Registration Statement No. 333-236374) (the "Registration Statement"), that was filed with the Securities and Exchange Commission on February 11, 2020.

The Notes were issued pursuant to an indenture (the "Base Indenture"), as supplemented by the First Supplemental Indenture (the "First Supplemental Indenture"), each dated as of June 22, 2022, by and between Cabot and U.S. Bank Trust Company, National Association, as trustee. Cabot is filing the executed Base Indenture and First Supplemental Indenture as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. In order to furnish as an exhibit for incorporation by reference into the Registration Statement, Cabot is filing the opinion of Ropes & Gray LLP relating to the validity of the Notes as Exhibit 5.1 to this Current Report on Form 8-K

Cabot intends to use the net proceeds of the offering to redeem its $350 million aggregate principal amount of 3.70% Senior Notes due July 2022 and the remainder for working capital and other general corporate purposes.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit 4.1       Indenture, dated June 22, 2022, between Cabot Corporation and
                U.S. Bank Trust Company, National Association.

Exhibit 4.2       First Supplemental Indenture, dated June 22, 2022, between Cabot
                Corporation and U.S. Bank Trust Company, National Association,
                including the form of Global Note attached as Annex A thereto.

Exhibit 5.1       Opinion of Ropes & Gray LLP as to the validity of the Notes.

Exhibit 23.1      Consent of Ropes & Gray LLP (included in Exhibit 5.1).

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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