Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 1, 2021 (the "Closing Date"), Double C Merger Sub, Inc. ("Merger
Sub"), a Delaware corporation and a wholly owned subsidiary of Cabot Oil & Gas
Corporation, a Delaware corporation ("Cabot"), completed its merger (the
"Merger") with and into Cimarex Energy Co., a Delaware corporation ("Cimarex"),
as a result of which Cimarex became a subsidiary of Cabot. The Merger was
effected pursuant to the Agreement and Plan of Merger, dated as of May 23, 2021,
by and among Cabot, Merger Sub and Cimarex (as amended on June 29, 2021, the
"Merger Agreement"). On the Closing Date, Cabot changed its name to "Coterra
Energy Inc." (the "Company" or "Coterra").
Pursuant to the Merger, each share of Cimarex common stock, par value $0.01 per
share ("Cimarex Common Stock"), issued and outstanding immediately prior to the
effective time of the Merger (the "Effective Time") (other than each share of
Cimarex Common Stock held immediately prior to the Effective Time by Cabot or
Merger Sub, or by Cimarex as treasury shares, in each case, not held on behalf
of third parties), was automatically converted into the right to receive 4.0146
shares of common stock, par value $0.10 per share, of the Company ("Company
Common Stock"). No fractional shares of Company Common Stock will be issued in
the Merger, and holders of shares of Cimarex Common Stock will, instead, receive
cash in lieu of fractional shares of Company Common Stock, if any, as provided
in the Merger Agreement.
In connection with the Merger, the Company issued approximately 414 million
shares of Company Common Stock, which represents approximately 50.5% of the
outstanding Company Common Stock after giving effect to such issuance. In
addition, the Company reserved for issuance approximately 3.2 million additional
shares of Company Common Stock in connection with (1) the exercise or conversion
of certain of Cimarex's outstanding equity awards, which became exercisable for
or convertible into Company Common Stock pursuant to the Merger Agreement, and
(2) the conversion of Cimarex's outstanding 8 1/8% Series A Cumulative Perpetual
Convertible Preferred Stock, par value $0.01 per share, which became convertible
into Company Common Stock as a result of the Merger.
As of the Closing Date, Coterra is headquartered in Houston, Texas. The Company
is changing its New York Stock Exchange ("NYSE") trading symbol "COG" to "CTRA"
and expects to begin trading under the "CTRA" trading symbol effective as of the
open of trading on the NYSE on October 4, 2021.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, which was filed as Annex A to
Cabot's definitive joint proxy statement/prospectus filed with the Securities
and Exchange Commission (the "SEC") on August 23, 2021 (the "Joint Proxy
Statement/Prospectus"), and the terms of which are incorporated into this Item
2.01 by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth in Item 2.01 and Item 5.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, the Board of Directors of Coterra (the
"Board") immediately following the Effective Time is composed of (A) five
persons who were members of the Board of Directors of Cabot (the "Cabot Board")
prior to the Effective Time and (B) five persons who were members of the Board
of Directors of Cimarex (the "Cimarex Board") prior to the Effective Time.
Director Resignations
In accordance with the director selection process provided for in the Merger
Agreement, on September 28, 2021, Messrs. Rhys J. Best, Peter B. Delaney and W.
Matt Ralls submitted their resignations from the Cabot Board, effective as of
the closing of the Merger and, as of the Effective Time, ceased to be directors
of the Company. Such resignations were not the result, in whole or in part, of
any disagreement with the Company or the Company's management.
Director Appointments
Upon the Effective Time, in accordance with the director selection process
provided for in the Merger Agreement, the Board appointed Mr. Thomas E. Jorden,
Ms. Frances M. Vallejo, Ms. Lisa A. Stewart, Mr. Hans Helmerich and Mr. Paul N.
Eckley to the Board. Each of the new directors was a member of the Cimarex Board
immediately prior to the Effective Time. In addition, on the Closing Date, in
accordance with the provisions governing post-closing corporate governance set
forth in the Company's Amended and Restated Bylaws, Mr. Dan O. Dinges was
appointed as Executive Chairman of the Board and Ms. Stewart was appointed as
Lead Independent Director. Mr. Dinges will serve as Executive Chairman of the
Board until the earlier of (1) December 31, 2022 or (2) any date on which Mr.
Dinges ceases to serve as a member of the Board for any reason. Each other
person will serve as a director of the Company until such person's successor
shall be appointed or such person's earlier death, resignation or removal in
accordance with the Company's organizational documents.
Each of Messrs. Boswell, Watts, Eckley, Helmerich, and Mses. Ables, Brock,
Stewart and Vallejo may receive compensation for his or her services on the
Board as determined by the Board following the Effective Time.
Additional information relating to the former Cimarex directors who were added
to the Board is set forth below (ages are as of October 1, 2021):
Thomas E. Jorden, 63, was named Chief Executive Officer and President of Cimarex
in September 2011 and Chairman of the Cimarex Board in August 2012 and served in
those positions until the Effective Time. Mr. Jorden previously served as
Executive Vice President of Exploration since the formation of Cimarex in
September 2002 and held that same position at Key Production Company, Inc.
("Key"), Cimarex's predecessor. He joined Key in November 1993 as Chief
Geophysicist and later as Vice President of Exploration (October 1999 to
September 2002). Prior to joining Key, Mr. Jorden was with Union Pacific
Resources and Superior Oil Company. He is a graduate of the Colorado School of
Mines where he earned B.S. and M.S. degrees in Geophysics. Mr. Jorden serves as
Chairman of the Board of Trustees for the Colorado School of Mines.
Frances M. Vallejo, 56, served on the Cimarex Board from May 2017 until the
Effective Time. She is a former executive officer of ConocoPhillips where she
began her career in 1987. She served as Vice President Corporate Planning and
Development from April 2015 until December 2016 and as Vice President and
Treasurer from October 2008 until March 2015. Prior to October 2008, she served
as General Manager Corporate Planning and Budgets, Vice President Upstream
Planning & Portfolio Management, Assistant Treasurer, Manager Strategic
Transactions, and in other geophysical, commercial, and finance roles. Ms.
Vallejo served as a member of the Board of Trustees of Colorado School of Mines
from 2010 until 2016 and is a member of Colorado School of Mines Foundation
Board of Governors since 2017. Ms. Vallejo currently serves on the Board of
Directors of Crestwood Equity GP LLC.
Lisa A. Stewart, 64, served on the Cimarex Board from October 2015 until the
Effective Time. Ms. Stewart serves as Executive Chairman of Sheridan Production
Partners, a privately-owned oil and gas operating company she founded in 2006.
Before her appointment to the Cimarex Board, Ms. Stewart served as President and
Chief Executive Officer of Sheridan from December 2016 to April 2020. Ms.
Stewart served as Chairman and Chief Investment Officer of Sheridan from its
founding in 2006. Prior to 2006, Ms. Stewart served as Executive Vice President
of El Paso Corporation and President of El Paso E&P from 2004 to 2006. From 1984
to 2004, Ms. Stewart was with Apache Corporation where she most recently served
as Executive Vice President with responsibility for reservoir engineering,
business development, land, environmental, health and safety, and corporate
purchasing. Ms. Stewart served as a director at Talisman Energy Inc. from 2009
until its acquisition in May 2015, including as the Chair of the Reserves
Committee and a member of the Human Resources Committee. Ms. Stewart currently
serves on the Board of Directors of Jadestone Energy and Western Midstream
Partners, LP.
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Hans Helmerich, 63, served on the Cimarex Board from 2002 until the Effective
Time. Mr. Helmerich has been the Chairman of the Board of Helmerich & Payne
since 2012 and has served as President and Chief Executive Officer of Helmerich
& Payne from 1989 to 2014. Mr. Helmerich also serves as a director of Atwood
Oceanics, Inc.
Paul N. Eckley, 66, served on the Cimarex Board from May 2019 until the
Effective Time. Mr. Eckley retired from State Farm® Corporate Headquarters,
where he most recently served as Senior Vice President - Investments, a position
he held since 1998. He joined State Farm in 1977 as an investment analyst, was
promoted to Investment Officer in 1990, and became Vice President - Common
Stocks in 1995. Mr. Eckley was a director of the Emerging Markets Growth Fund
owned by the Capital Group from 2005 until November 2016 and served as Chairman
of the Board for the fund from January 2014 through November 2016. Mr. Eckley
earned a B.S. degree in economics and history from Northwestern University and
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 29, 2021, at a Special Meeting of Stockholders of Cabot, Cabot
stockholders approved an amendment to Cabot's Restated Certificate of
Incorporation, as amended (the "Prior Cabot Charter"), to increase the number of
authorized shares of Company Common Stock from 960,000,000 shares to
1,800,000,000 shares (the "Authorized Shares Amendment"). The Company filed the
Authorized Shares Amendment on October 1, 2021, with the Secretary of State of
the State of Delaware. The Authorized Share Amendment became effective upon
filing. The foregoing description of the Authorized Shares Amendment does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Authorized Shares Amendment, which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and the terms of which are incorporated into this
Item 5.03 by reference.
On October 1, 2021, immediately following the filing of the Authorized Shares
Amendment, the Company filed an amendment to the Prior Cabot Charter with the
Secretary of State of the State of Delaware in order to change the Company's
name to "Coterra Energy Inc." (the "Name Change Amendment"). The filing of the
Name Change Amendment was authorized and adopted by the Cabot Board in
accordance with Section 242(b)(1) of the General Corporation Law of the State of
Delaware (the "DGCL"). The Name Change Amendment became effective upon filing.
The foregoing description of the Name Change Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Name Change Amendment, which is filed as Exhibit 3.2 to this Current Report on
Form 8-K and the terms of which are incorporated into this Item 5.03 by
reference.
On October 1, 2021, immediately following the filing of the Name Change
Amendment, the Company filed a Restated Certificate of Incorporation (the
"Restated Certificate") that combined into one document the Prior Cabot Charter
as amended by the Authorized Share Amendment and the Name Change Amendment. The
filing of the Restated Certificate was authorized and adopted by the Cabot Board
in accordance with Section 245 of the DGCL. The Restated Certificate became
effective upon filing. The foregoing description of the Restated Certificate
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Restated Certificate, which is filed as Exhibit 3.3 to this
Current Report on Form 8-K and the terms of which are incorporated into this
Item 5.03 by reference.
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Effective upon the effectiveness of the Name Change Amendment, the Amended and
Restated Bylaws of the Company were amended and restated (as so amended and
restated, the "Bylaws") to (1) update the Company's name to "Coterra Energy
Inc.," (2) add certain corporate governance provisions as described in the
section of the Joint Proxy Statement/Prospectus entitled "The Merger?Board of
Directors and Management of Cabot Following the Completion of the Merger," (3)
conform the standard required for a quorum to be present at a meeting of
stockholders to the standard set forth in Section 216(1) of the DGCL, and (4)
make certain other updates and conforming changes. The foregoing description of
the Bylaws does not purport to be complete and is qualified in its entirety by
reference to the full text of the Bylaws, which is filed as Exhibit 3.4 to this
Current Report on Form 8-K and the terms of which are incorporated into this
Item 5.03 by reference.
Item 7.01 Regulation FD Disclosure.
On October 1, 2021, the Company issued a press release announcing the completion
of the previously announced Merger and announcing the name and trading symbol of
the combined business. A copy of that press release is attached hereto as
Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
Cautionary Statement Regarding Forward-Looking Information
This communication contains certain forward-looking statements within the
meaning of federal securities laws. All statements, other than statements of
historical fact, included in this communication are forward-looking statements.
Such forward-looking statements include, but are not limited to, statements
about the expected timing of the changing of the Company's trading symbol. No
assurances can be given that the forward-looking statements contained in this
communication will occur as expected and actual results may differ materially
from those included in this communication. Forward-looking statements are based
on current expectations or assumptions that involve a number of risks and
uncertainties that could cause actual results to differ materially from those
included in this communication. These risks and uncertainties include, without
limitation, the risk that necessary stock exchange approval to effect the change
of the Company's trading symbol may not be satisfied on a timely basis or at
all. Additional important risks, uncertainties and other factors are described
in the definitive joint proxy statement/prospectus filed by the Company on
August 23, 2021 in connection with the transaction, Cabot's Annual Report on
Form 10-K for the year ended December 31, 2020 and Cabot's Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021,
Current Reports on Form 8-K and other filings the Company makes with the SEC and
in Cimarex's Annual Report on Form 10-K for the year ended December 31, 2020 and
Cimarex's Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2021 and June 30, 2021, Current Reports on Form 8-K and other filings
Cimarex makes with the SEC. 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, the Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. You are cautioned not to place
undue reliance on these forward-looking statements that speak only as of the
date hereof.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of Cimarex as of December 31, 2020 and
2019, the related audited consolidated statements of operations and
comprehensive income (loss), stockholders equity, and cash flows for each of the
years ended December 31, 2020, 2019 and 2018, and the notes related thereto, are
incorporated by reference into this Item 9.01(a) from Cimarex's Annual Report
on Form 10-K for the year ended December 31, 2020 filed with the SEC on February
23, 2021.
The unaudited condensed consolidated balance sheets of Cimarex as of June 30,
2021 and December 30, 2020, the related unaudited condensed consolidated
statements of operations for the three and six months ended June 30, 2021 and
2020, the unaudited condensed consolidated statements of cash flows for the six
months ended June 30, 2021 and 2020, and the unaudited condensed consolidated
statements of stockholders' equity for the three and six months ended June 30,
2021 and 2020, and the notes related thereto, are incorporated by reference into
this Item 9.01(a) from Cimarex's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2021 filed with the SEC on August 6, 2021.
7
(b) Pro Forma Financial Information.
The unaudited pro forma combined statements of operations for the year ended
December 31, 2020 and for the six months ended June 30, 2021, are presented as
if the Merger had been completed on January 1, 2020. The unaudited pro forma
combined balance sheet is presented as if the Merger had been completed on June
30, 2021. The pro forma financial statements, and the related notes thereto,
required to be filed under this Item 9.01(b) were previously filed in the Joint
Proxy Statement/Prospectus under the caption "Unaudited Pro Forma Combined
Financial Information," which is incorporated by reference into this Item
9.01(b).
(d) Exhibits.
Exhibit
No. Description
2.1* Agreement and Plan of Merger, dated as of May 23, 2021, by and among
Cabot Oil & Gas Corporation, Double C Merger Sub, Inc. and Cimarex
Energy Co. (incorporated by reference to Exhibit 2.1 to Cabot's
Registration Statement on Form S-4/A filed on August 13, 2021 (No. 333-
257534)).
2.2* Amendment No. 1 to Agreement and Plan of Merger, dated as of June 29,
2021, by and among Cabot Oil & Gas Corporation, Double C Merger Sub,
Inc. and Cimarex Energy Co. (incorporated by reference to Exhibit 2.2
to Cabot's Registration Statement on Form S-4/A filed on August 13,
2021 (No. 333- 257534)).
3.1 Certificate of Amendment to Restated Certificate of Incorporation of
Cabot Oil & Gas Corporation.
3.2 Certificate of Amendment to Restated Certificate of Incorporation of
Cabot Oil & Gas Corporation.
3.3 Restated Certificate of Incorporation of Coterra Energy Inc.
3.4 Amended and Restated Bylaws of Coterra Energy Inc.
10.1 Form of Letter Agreement with respect to Change-in-Control
Arrangements.
10.2 Deferred Compensation Letter Agreement, dated as of September 30,
2021, between Cabot Oil & Gas Corporation and Phillip L. Stalnaker.
10.3 Form of Indemnification Agreement.
99.1 Press Release of Coterra Energy Inc. dated October 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Incorporated by reference to the filing indicated.
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