Coterra Energy Files 8-K on Agreements and Equity Sales

TL;DR

CTRA filed an 8-K detailing new deals and stock sales. Keep an eye on this.

AI Summary

Coterra Energy Inc. filed an 8-K on November 15, 2024, reporting on events that occurred on November 12, 2024. The filing indicates the entry into a material definitive agreement and unregistered sales of equity securities, along with financial statements and exhibits. The company, formerly known as Cabot Oil & Gas Corp, is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This 8-K filing signals significant corporate actions by Coterra Energy, including new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Coterra Energy Inc. (company) — Registrant
• Cabot Oil & Gas Corp (company) — Former company name
• November 12, 2024 (date) — Earliest event reported
• November 15, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.10 — ch registered Common Stock, par value $0.10 per share CTRA New York Stock Excha
• $125,000,000 — Cimarex deposited with an escrow agent $125,000,000 in cash to assure Cimarex's performance
• $1,500,000,000 — ion"), the FME Sellers will receive (i) $1,500,000,000 in cash and (ii) 40,894,925 shares of C
• $108,750,000 — Cimarex deposited with an escrow agent $108,750,000 in cash to assure Cimarex's performance
• $1,450,000,000 — ers will receive an aggregate amount of $1,450,000,000 in cash, subject to various purchase pr

Filing Documents

• tm2428170d1_8k.htm (8-K) — 37KB
• tm2428170d1_ex10-1.htm (EX-10.1) — 1018KB
• tm2428170d1_ex10-2.htm (EX-10.2) — 635KB
• 0001104659-24-119463.txt ( ) — 2220KB
• ctra-20241112.xsd (EX-101.SCH) — 3KB
• ctra-20241112_lab.xml (EX-101.LAB) — 33KB
• ctra-20241112_pre.xml (EX-101.PRE) — 22KB
• tm2428170d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry Into a Material Definitive Agreement. FME Acquisition On November 12, 2024, Coterra Energy Inc. (the "Company") entered into a Membership Interest Purchase Agreement (the "FME Purchase Agreement") with Cimarex Energy Co., a Delaware corporation and a subsidiary of the Company ("Cimarex"), Franklin Mountain Energy Holdings, LP, a Delaware limited partnership ("FMEH"), Franklin Mountain Energy Holdings 2, LP, a Delaware limited partnership ("FMEH2"), Franklin Mountain GP2, LLC, a Delaware limited liability company ("FMGP2" and, together with FMEH and FMEH2, the "FME Sellers"), and solely in its capacity as Seller Representative (as defined therein), FMEH, pursuant to which Cimarex agreed to purchase all of the issued and outstanding equity ownership interests of Franklin Mountain Energy, LLC, Franklin Mountain Energy 2, LLC, Franklin Mountain Energy 3, LLC, Franklin Mountain Royalty Investments, LLC and Franklin Mountain Royalty Investments 3, LLC (collectively, the "FME Interests") from the FME Sellers. In connection with and upon execution of the FME Purchase Agreement, Cimarex deposited with an escrow agent $125,000,000 in cash to assure Cimarex's performance of its obligations under the FME Purchase Agreement. Upon closing (the "FME Closing") of the transactions contemplated by the FME Purchase Agreement (the "FME Acquisition"), the FME Sellers will receive (i) $1,500,000,000 in cash and (ii) 40,894,925 shares of Company common stock, par value $0.10 per share (the "Company Common Stock"), subject to certain customary anti-dilution adjustments (the "Stock Consideration"), in each case subject to various purchase price adjustments set forth in the FME Purchase Agreement. The FME Closing is subject to the satisfaction or waiver of customary closing conditions set forth in the FME Purchase Agreement, and is not conditioned upon the Avant Closing (as defined below). In accordance with the terms of the FME Purchase Agreement, at the FME Closing,

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 regarding the FME Acquisition is incorporated by reference into this Item 3.02. Under the FME Purchase Agreement, the Company has agreed to issue the Company Common Stock to the FME Sellers at the Closing. The Company Common Stock will serve as the Stock Consideration and will be issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), to a limited number of persons who have represented that they are "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC. The Company will rely upon representations, warranties, certifications and agreements of the FME Sellers and certain others in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder. The Stock Consideration has not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Membership Interest Purchase Agreement, dated as of November 12, 2024, by and among Franklin Mountain Energy Holdings, LP, Franklin Mountain Energy Holdings 2, LP, and Franklin Mountain GP2, LLC, as sellers, solely in its capacity as Seller Representative, Franklin Mountain Energy Holdings, LP, Cimarex Energy Co., as purchaser, and Coterra Energy Inc., as purchaser parent. 10.2 Purchase and Sale Agreement, dated as of November 12, 2024, by and among Avant Natural Resources, LLC, Avant Operating, LLC, Guard Income Fund, LP, Double Cabin Minerals, LLC, Legion Water Services, LLC, and Legion Production Partners, LLC, as sellers, and Cimarex Energy Co., as buyer. 104 Cover Page Interactive Data File (formatted as Inline XBRL). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COTERRA ENERGY INC. Date: November 15, 2024 By: /s/ Marcus G. Bolinder Name: Marcus G. Bolinder Title: Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR