Cabot Oil & Gas Corporation (NYSE:COG) entered into an Agreement and Plan of Merger to acquire Cimarex Energy Co. (NYSE:XEC) for $8 billion in a merger of equals transaction on May 23, 2021. Under the terms of the acquisition, the exchange ratio is set at 4.0146. Post completion of the merger, Cimarex will hold 50.5% stake and Cabot will hold 49.5% stake in the combined entity. The merger agreement provides a provision of termination fees of $250 million payable as per the scenarios listed in the agreement. The combined entity will operate under a new name. The combined entity will be led by Dan O. Dinges as Executive Chairman and Thomas E. Jorden as Chief Executive Officer. Scott Schroeder will serve as Chief Financial Officer of combined business. The board of directors will include 10 directors 5 each from Cimarex and Cabot. The combined entity will be headquartered in Houston, Texas. The combined companies will also maintain regional offices.

The transaction is subject to Cabot and Cimarex shareholder approval, regulatory approval, expiration of waiting period under antitrust regulations, listing approvals, effectiveness of registration of S4 statement and other customary closing conditions. The waiting period with respect to the notification and report forms filed under the HSR Act expired on July 14, 2021. The transaction has been unanimously approved by the boards of Cimarex and Cabot. Proxy advisor ISS recommends Cimarex shareholders vote for Cabot merger. As of September 29, 2021, At the special meeting of Cabot shareholders, more than 99% of voted shares (approximately 89% of outstanding shares) were in favor of the merger. At the Cimarex special meeting of shareholders, more than 90% of voted shares (approximately 79% of outstanding shares) were in favor of the merger. The transaction is expected to close in fourth quarter of 2021. As of September 29, 2021, the transaction is anticipated to close on October 1, 2021.

J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider for Cabot. Tudor Pickering Holt & Co Advisors LP acted as financial advisor and fairness opinion provider for Cimarex. Ted W. Paris, Clinton W. Rancher, Eileen Boyce, Craig Vogelsang, Gerry Morton, Mark Bodron, Derek Green, Jon Lobb and Andrew Thomison of Baker Botts L.L.P. acted as legal advisors and Evercore acted as financial advisor to Cabot. Daniel A. Neff, Amanda K. Toy, John R. Sobolewski, T. Eiko Stange, Stephanie A. Marshak, and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors for Cimarex. Cabot has retained MacKenzie Partners, Inc. to assist in the solicitation process for a fee of $20,000. Cimarex has retained Innisfree M&A Incorporated to assist in the solicitation process. Cimarex will pay Innisfree a fee of $25,000 per month, or approximately $125,000 if the Cimarex special meeting occurs in the fourth quarter of 2021. Equiniti Trust Company is the transfer agent for Cabot common shares. Cabot will pay J.P. Morgan a fee of $32 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion. Tudor Pickering Holt & Co Advisors LP became entitled to receive a fee from Cimarex of $2.5 million, which will be credited against the transaction fee of $29 million payable to Tudor Pickering Holt & Co Advisors LP. Simpson Thacher Advises on Financing Transactions in Connection With Combination of Cabot Oil & Gas Corporation and Cimarex Energy to Form Coterra Energy.

Cabot Oil & Gas Corporation (NYSE:COG)) completed the acquisition of Cimarex Energy Co. (NYSE:XEC) in a merger of equals transaction on October 1, 2021. On the closing date, Cabot changed its name to “Coterra Energy Inc." Cabot will change its New York Stock Exchange trading symbol “COG” to “CTRA” and expects to begin trading under the new trading symbol on October 4, 2021. Rhys J. Best, Peter B. Delaney and W. Matt Ralls resigned as members of board of directors of Cabot. Cabot board appointed Thomas E. Jorden, Frances M. Vallejo, Lisa A. Stewart, Hans Helmerich and Paul N. Eckley to the Board. Dan O. Dinges was appointed as Executive Chairman of the Board and ceased to serve as President and Chief Executive Officer of Cabot and Ms. Stewart was appointed as Lead Independent Director. Board appointed the following executive officers of Cabot: Thomas E. Jorden, former Chief Executive Officer and President of Cimarex, as Chief Executive Officer and President; Scott C. Schroeder, continuing as Executive Vice President and Chief Financial Officer; Stephen P. Bell, former Executive Vice President?of?Business Development of Cimarex, as Executive Vice President?—?Business Development; Francis B. Barron, former Senior Vice President—General Counsel of Cimarex, as Senior Vice President and General Counsel; Christopher H. Clason, former Senior Vice President and Chief Human Resources Officer of Cimarex, as Senior Vice President and Chief Human Resources Officer; Phil L. Stalnaker, former Senior Vice President, Operations of Cabot, as Senior Vice President — Marcellus Business Unit; Steven W. Lindeman, former Senior Vice President, EHS and Engineering of Cabot, as Senior Vice President?—?Production and Operations; Michael D. DeShazer, former Vice President—Permian Business Unit of Cimarex, as Vice President of Business Units; Todd M. Roemer, continuing as Vice President and Chief Accounting Officer.