Cabot Oil & Gas Corporation ("Cabot") and Cimarex Energy Co. announced that, in connection with the anticipated merger of Cimarex and a wholly owned subsidiary of Cabot, Cabot has commenced 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 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 issued by Cabot (the "New Cabot Notes") and (2) cash.
In conjunction with the Exchange Offers, Cimarex is soliciting consents (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments to each of the indentures governing the Existing Cimarex Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indentures.
The Exchange Offers and Consent Solicitations are being 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 (as it may be amended or supplemented, the "Offering Memorandum and Consent Solicitation Statement").
The Exchange Offers and Consent Solicitations are subject to the consummation of the merger transaction contemplated by the Agreement and Plan of Merger, dated as of May 23, 2021, as amended on June 29, 2021 (as it may be further amended from time to time, the "Merger Agreement"), among Cabot, Double C Merger Sub, Inc., a wholly owned subsidiary of Cabot ("Merger Sub"), and Cimarex, pursuant to which Merger Sub will merge with and into Cimarex (the "Merger"), with Cimarex surviving the Merger as a wholly owned subsidiary of Cabot. Cabot, in its sole discretion, may terminate, withdraw, amend or extend any of the Exchange Offers, subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement. Any such termination, withdrawal, amendment or extension by Cabot will automatically terminate, withdraw, amend or extend the corresponding Consent Solicitation, as applicable.
In addition, each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although Cabot may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by Cabot with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation.
Holders who validly tender (and do not validly withdraw) their Existing Cimarex Notes at or before to 5:00 p.m., New York City time, on September 21, 2021, unless extended (the "Early Tender Date"), will be eligible to receive, on the settlement date, the applicable Total Exchange Consideration as set forth in the table above for all such Existing Cimarex Notes that are accepted. Holders who validly tender (and do not validly withdraw) their Existing Cimarex Notes after the Early Tender Date but at or before 11:59 p.m., New York City time, on October 5, 2021, unless extended (the "Expiration Date"), will be eligible to receive, on the settlement date, the applicable Exchange Consideration as set forth in the table above for all such Existing Cimarex Notes that are accepted. The settlement date will be promptly after the Expiration Date and is expected to be within two business days after the Expiration Date.
The Exchange Offers and Consent Solicitations only will be made, and documents relating to the Exchange Offers and Consent Solicitations only will be distributed, to holders of Existing Cimarex Notes who complete and return an eligibility letter confirming that they are persons (a) in the United States who are 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) that are outside the United States who are not "U.S. persons" as defined in Rule 902 under the Securities Act and who are eligible to participate in the Exchange Offer pursuant to the laws of the applicable jurisdiction, as set forth in the eligibility letter ("eligible holders"). The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (800) 714-3311 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or firstname.lastname@example.org. The eligibility letter is available electronically at: www.dfking.com/cimarex.