Cabot Oil offers to exchange $2 billion Cimarex notes ahead of merger

By Wendy Van Sickle

Columbus, Ohio, Sept. 8 – Cabot Oil & Gas Corp. is offering to exchange any and all of the outstanding notes of three series issued by Cimarex Energy Co. for new notes issued by Cabot and cash, according to a news release on Wednesday.

The exchange offer is being made in connection of the expected merger of Cimarex and a wholly owned subsidiary of Cabot.

The Cimarex notes covered under the offer include the $750 million of 4.375% senior notes due June 1, 2024 (Cusip: 171798AC5), the $750 million of 3.9% senior notes due May 15, 2027 (Cusip: 171798AD3) and the $500 million of 4.375% senior notes due March 15, 2029 (Cusip: 171798AE1).

For each $1,000 of existing notes from each series tendered for exchange, Cabot is offering a total consideration $1,000 of new notes with the same tenor and coupon plus $1 in cash.

The total consideration in each case includes an early participation premium of $30 of new notes per $1,000 of existing notes and $1 in cash that will be paid only to holders who tender their notes for exchange by 5 p.m. ET on Sept. 21.

The offers will expire at 11:59 p.m. on Oct. 5.

Cabot is concurrently running consent solicitations to adopt proposed amendments to each of the indentures governing the existing Cimarex notes to eliminate some covenants, restrictive provisions and events of default.

Each exchange offer and consent solicitation is conditioned on completion of the others. The offers and solicitations are also subject to the completion of the merger.

D.F. King & Co., Inc. (800 714-3311, 212 269-5550 or cimarex@dfking.com) is the exchange agent and information agent

Cabot Oil & Gas is a Houston-based independent natural gas producer. Cimarex is an oil and gas company based in Denver.

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