Item 7.01 Regulation FD Disclosure.
Exchange Offers and Consent Solicitations
On September 8, 2021, Cabot Oil & Gas Corporation ("Cabot") announced that, in
connection with the anticipated merger of Cimarex Energy Co. ("Cimarex") and a
wholly owned subsidiary of Cabot, Cabot has commenced offers to exchange any and
all outstanding notes issued by Cimarex (the "Existing Cimarex Notes") for
(1) up to $2,000,000,000 aggregate principal amount of new notes to be issued by
Cabot (the "New Cabot Notes") and (2) cash (each, an "Exchange Offer" and,
collectively, the "Exchange Offers"). 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 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. 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.
The New Cabot Notes have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state or foreign securities laws.
Therefore, the New Cabot 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.
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"). A copy of the press release announcing the Exchange Offers and the
Consent Solicitations is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
The information in this Item 7.01, as well as Exhibit 99.1 attached hereto, is
being furnished, not filed. Accordingly, such information will not be
incorporated by reference into any registration statement filed by Cabot under
the Securities Act, unless specifically identified as being incorporated by
reference therein.
Item 8.01 Other Events.
Credit Agreement Amendment
Cabot is seeking consents from the requisite lenders under its Second Amended
and Restated Credit Agreement, dated as of April 22, 2019, among Cabot, JPMorgan
Chase Bank, N.A., as Administrative Agent, and the other agents and the lenders
party thereto (as amended by the First Amendment to the Second Amended and
Restated Credit Agreement, the "Credit Agreement")to an amendment (collectively,
the "Second Credit Agreement Amendment") which, if received, would (1) remove
the provisions of the Credit Agreement which limit borrowings thereunder to an
amount not to exceed the borrowing base and certain related provisions; (2)
replace the existing financial maintenance covenants with a covenant requiring
maintenance of a ratio of total debt to consolidated EBITDA of not more than 3.0
to 1.0 (the "Credit Agreement Leverage Covenant"); (3) provide that if, in the
future, Cabot no longer has any other indebtedness subject to a leverage-based
financial maintenance covenant substantially similar to the Credit Agreement
Leverage Covenant, then the Credit Agreement Leverage Covenant shall be replaced
by a covenant requiring maintenance of a ratio of total debt to total
capitalization not to exceed 65% at any time; and (4) provide for changes to
certain exceptions to the negative covenants to reflect the completion of the
Merger, including the size of the combined business. If the requisite lenders
approve the Second Credit Agreement Amendment, there will be $1.5 billion of
commitments available at the closing of the Merger, subject to any outstanding
borrowings or letters of credit.
The effectiveness of the Second Credit Agreement Amendment, if the requisite
lender consents are received, would be conditioned upon, among other things, the
completion of the Merger and the Exchange Offers. If the requisite lenders do
not approve the Second Credit Agreement Amendment, (1) the Credit Agreement will
continue to be governed by a borrowing base and (2) the note purchase agreements
governing Cabot's outstanding senior notes will continue to include a covenant
that generally limits indebtedness of Cabot and its subsidiaries to 115% of the
borrowing base. These restrictions would, at the settlement date of the Exchange
Offers and Consent Solicitations, and could, in the future, limit Cabot's
ability to fully borrow the entire amount of the $1.5 billion of commitments
under the Credit Agreement. The Exchange Offers are not conditioned upon the
effectiveness of the Second Credit Agreement Amendment.
Anticipated Board of Directors Upon Effectiveness of the Merger
Under the terms of the Merger Agreement, Cabot has agreed to take all actions as
may be necessary to cause (1) the number of directors constituting the Cabot
board of directors as of the effective time of the Merger to be ten and (2) the
Cabot board of directors as of the effective time of the Merger to be composed
of (A) five persons who are current members of the Cabot board of directors (the
"designated Cabot directors") to be selected by the Cabot board of directors
prior to the effective time of the Merger, one of whom will be Mr. Dan O.
Dinges, and (B) five persons who are current members of the Cimarex board of
directors (the "designated Cimarex directors") to be selected by the Cimarex
board of directors prior to the effective time of the Merger, one of whom will
be Mr. Thomas E. Jorden. Subject to formal action to be taken by the Cabot board
of directors, it is currently anticipated that: (1) in addition to Mr. Dinges,
the designated Cabot directors will be Ms. Dorothy M. Ables, Mr. Robert S.
Boswell, Ms. Amanda M. Brock and Mr. Marcus A. Watts; and (2) in addition to Mr.
Jorden, the designated Cimarex directors will be Ms. Lisa A. Stewart (who is
expected to serve as Lead Director), Mr. Paul N. Eckley, Mr. Hans Helmerich and
Ms. Frances M. Vallejo. Background information concerning the anticipated
designated Cabot directors can be found in Cabot's Definitive Proxy Statement on
Schedule 14A for its Annual Meeting of Stockholders held on April 29, 2021, and
background information concerning the anticipated designated Cimarex directors
can be found in Cimarex's Definitive Proxy Statement on Schedule 14A for its
Annual Meeting of Stockholders held on May 12, 2021.
Cautionary Statement Regarding Forward-Looking Information
This communication includes 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
proposed Merger, the Exchange Offers and the Second Credit Agreement Amendment.
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 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 ability to obtain the requisite Cabot and Cimarex stockholder
approvals to consummate the Merger; the risk that an event, change or other
circumstances could give rise to the termination of the Merger, which would
constitute the failure of a condition to the Exchange Offers and Consent
Solicitations; and the risk that a condition to closing of the Merger 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 each of Cabot and Cimarex on August 23, 2021 in
connection with the proposed Merger, 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 Cabot makes with the Securities and Exchange
Commission (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, neither
Cabot nor Cimarex undertakes any 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.
No Offer or Solicitation
This communication is not intended to and shall 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 will be made in any jurisdiction in which such an
offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent
Solicitations are being made to eligible holders solely pursuant to the Offering
Memorandum and Consent Solicitation Statement and only to such persons and in
such jurisdictions as is permitted under applicable law.
Additional Information about the Merger and Where to Find It
In connection with the proposed Merger, Cabot filed with the SEC a registration
statement on Form S-4 on June 30, 2021 (as amended on August 13, 2021), that
includes a joint proxy statement of Cabot and Cimarex and that also constitutes
a prospectus of Cabot. The registration statement was declared effective by the
SEC on August 20, 2021, and on August 23, 2021 Cabot and Cimarex each filed the
definitive joint proxy statement/prospectus in connection with the proposed
Merger with the SEC. Cabot and Cimarex commenced mailing the definitive joint
proxy statement/prospectus to stockholders on or about August 23, 2021. Each of
Cabot and Cimarex will also file other relevant documents with the SEC regarding
the proposed Merger. This press release is not a substitute for the registration
statement, the definitive joint proxy statement/prospectus or any other document
that Cabot or Cimarex has filed or may file with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT CABOT, CIMAREX AND THE PROPOSED MERGER. Investors and security holders are
able to obtain free copies of the registration statement, the definitive joint
proxy statement/prospectus and all other documents containing important
information about Cabot, Cimarex and the proposed Merger, once such documents
are filed with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Cabot may be
obtained free of charge on Cabot's website at
www.cabotog.com/investor-relations. Copies of the documents filed with the SEC
by Cimarex may be obtained free of charge on Cimarex's website at
www.cimarex.com/investor-relations.
Participants in the Solicitation
Cabot, Cimarex and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in respect of
the proposed Merger. Information about the directors and executive officers of
Cabot, including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Cabot's proxy statement for its
2021 Annual Meeting of Stockholders, which was filed with the SEC on March 12,
2021, and Cabot's Annual Report on Form 10-K for the year ended December 31,
2020, which was filed with the SEC on February 26, 2021. Information about the
directors and executive officers of Cimarex, including a description of their
direct or indirect interests, by security holdings or otherwise, is set forth in
Cimarex's proxy statement for its 2021 Annual Meeting of Stockholders, which was
filed with the SEC on March 26, 2021, and Cimarex's Annual Report on Form 10-K
for the year ended December 31, 2020, which was filed with the SEC on February
23, 2021. Investors may obtain additional information regarding the interests of
those persons and other persons who may be deemed participants in the proposed
Merger by reading the definitive joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed Merger when
such materials become available. Investors should read the definitive joint
proxy statement/prospectus carefully before making any voting or investment
decisions. You may obtain free copies of these documents from Cabot or Cimarex
using the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Joint Press Release dated September 8, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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