Coterra Energy Inc.

Coterra Energy Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The Devon merger closed on May 7, 2026: each Coterra share was converted into 0.70 Devon shares (cash for fractions), and Coterra is now a wholly owned Devon subsidiary. Coterra shares were delisted from the NYSE, the company plans to file a Form 15 to end its SEC reporting, its JPMorgan credit agreement was terminated and paid off in full, and all directors and officers left their posts, with CEO Thomas Jorden's employment ending and severance payable. This resolves the pending merger thread.

business combination

Coterra Energy Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Coterra said the US antitrust waiting period for the Devon merger expired on April 1, 2026, so the antitrust-clearance condition is now met. Closing is expected in the second quarter of 2026, still subject to other customary conditions; this resolves the antitrust (HSR) item left open earlier, and the May 4 stockholder vote is still ahead.

business combination

On March 30, 2026 Coterra filed its definitive joint proxy statement with Devon for the proposed merger. Both companies hold special shareholder meetings on May 4, 2026; Coterra holders vote on the merger, which needs a majority of outstanding shares, and both boards recommend voting for it. At Devon's March 27, 2026 closing price the 0.70 exchange ratio was worth about $36.45 per Coterra share, but the value moves with Devon's share price since the ratio is fixed. This continues the February 2026 merger agreement; the outcome of the vote is not yet known.

business combination

On February 1, 2026 Coterra agreed to merge with Devon Energy, with Coterra becoming a wholly owned Devon subsidiary. Each Coterra share would convert into 0.70 Devon shares (cash for fractions), leaving Coterra holders with about 46% of the combined company and Devon holders 54%. Closing needs approval from both companies' shareholders, antitrust clearance and other customary conditions, with an outside date of August 1, 2026 (extendable to February 1, 2027); an $865 million termination fee applies in specified cases. Governance: 11-member board (five from Coterra), Devon's CEO to lead the combined company and Thomas Jorden to be Chair. This is a new thread that would end Coterra's standalone listing if completed, but it has not closed.

business combination

Coterra closed the $1.5 billion notes sale on December 17, 2024: $750 million of 5.40% notes due February 15, 2035 and $750 million of 5.90% notes due February 15, 2055. The filing now ties the notes to the pending Franklin Mountain and Avant deals: if either deal fails, the 2035 notes must be redeemed at 101% of principal plus interest, and the 2055 notes too if both fail. This resolves the earlier open question on the notes' purpose, at least as to the redemption link.

debt financing

On December 10, 2024 Coterra signed a $1.0 billion term loan agreement with Toronto Dominion (Texas) LLC as agent: a $500 million Tranche A to help pay the cash price of the Franklin Mountain deal and a $500 million Tranche B to help pay the cash price of the Avant deal. Each tranche is only drawn when its acquisition closes (Tranche A commitments end June 30, 2025 at the latest, Tranche B February 17, 2025), so this is financing for the pending acquisitions, not yet debt drawn.

debt financing

On December 3, 2024 Coterra agreed to sell $750 million of 5.40% senior notes due 2035 and $750 million of 5.90% senior notes due 2055, $1.5 billion in total, expected to close December 17, 2024. The filing does not state the use of proceeds; the timing alongside the November acquisition agreements is an inference only.

material agreement

On November 12, 2024 Coterra agreed to buy Franklin Mountain Energy for $1.5 billion in cash plus 40,894,925 new Coterra shares (subject to adjustments). Its Cimarex subsidiary separately agreed to buy assets from Avant Natural Resources and affiliates for $1.45 billion in cash. Neither deal depends on the other, and both need customary closing conditions. For shareholders, the Franklin Mountain share issuance would dilute existing holders (inference), and the filing does not describe the assets acquired.

capital raising announcement

On October 7, 2021, Coterra completed the exchange of Cimarex notes announced in September, swapping $705.5 million of 4.375% notes due 2024, $687.3 million of 3.90% notes due 2027 and $433.2 million of 4.375% notes due 2029 (principal tendered and accepted) for new Coterra notes of nearly the same amounts plus cash. Smaller amounts of the Cimarex notes remain outstanding ($44.5 million, $62.7 million and $66.8 million respectively), and the new notes are effectively behind those and other subsidiary debt. Coterra also agreed to register the new notes with the SEC, with extra interest of up to 1.0% if that is not done by December 31, 2022. This completes the exchange offers thread from the merger.

debt financing

The Cimarex merger closed on October 1, 2021 and Cabot changed its name to Coterra Energy Inc. Each Cimarex share became 4.0146 Coterra shares; about 414 million new shares were issued, roughly 50.5% of the shares outstanding afterwards, so existing Cabot holders now own about half the company. The trading symbol changes from COG to CTRA from October 4, 2021. The ten-person board is five Cabot and five Cimarex directors (Best, Delaney and Ralls left). Dinges became Executive Chairman and Stewart Lead Independent Director. Thomas Jorden became CEO and President while Schroeder stays CFO. This resolves the main merger thread from the earlier filings.

asset acquisition disposition

On September 16, 2021, Cabot signed the Second Amendment to its credit agreement (JPMorgan Chase as agent), as it had said on September 8 it would seek. It removes the borrowing-base limit, replaces the existing financial covenants with a maximum total debt to EBITDA of 3.0 to 1.0, and leaves $1.5 billion of commitments available at the exchange offers' settlement date. It only takes effect if the Cimarex merger completes and the Cimarex note exchange settles. The filing also discloses two shareholder lawsuits (Bushansky and Miers, filed in federal court in New York) seeking to block the merger over alleged missing disclosures; Cabot calls them without merit but is adding disclosures to the proxy materials (including details of J.P. Morgan's valuation analysis) to moot them.

debt financing

On September 8, 2021, Cabot launched offers to swap Cimarex's outstanding notes for up to $2.0 billion of new Cabot notes plus cash, conditional on the merger closing. It is also seeking lender consent to amend its credit agreement (JPMorgan Chase as agent) to drop the borrowing-base limit and replace it with a maximum debt-to-EBITDA ratio of 3.0 to 1.0, leaving $1.5 billion of commitments available at closing if approved. The filing names the expected ten-person post-merger board: Dinges, Ables, Boswell, Brock and Watts from Cabot, and Jorden, Stewart (expected Lead Director), Eckley, Helmerich and Vallejo from Cimarex. It also says the S-4 was declared effective August 20, 2021. This continues the merger thread and its debt arrangements.

business combination

Cabot filed the registration statement (Form S-4) for the Cimarex merger, registering up to 414,921,039 Cabot shares for Cimarex holders plus 952,716 shares tied to Cimarex preferred stock. Cabot holders will be asked to vote on the share issuance and on raising authorized shares from 960,000,000 to 1,800,000,000. The merger agreement was amended on June 29, 2021, and the exchange ratio remains 4.0146; the document is preliminary, with meeting dates still blank. This continues the Cimarex merger thread.

business combination

Cabot agreed on May 23, 2021 to buy Cimarex Energy Co. in an all-stock merger of equals: each Cimarex share becomes 4.0146 Cabot shares, and Cimarex becomes a wholly owned subsidiary. After closing, the board would have ten members (five from each company), Dan Dinges would become Executive Chairman (term ending by Dec 31, 2022), Thomas Jorden would become President and CEO, and Scott Schroeder would become CFO. Closing needs approval from both companies' shareholders, U.S. antitrust clearance, an effective registration statement and NYSE listing, and either side can terminate if it is not completed by January 23, 2022; a $250 million termination fee applies in specified cases. Cabot shareholders would also vote on increasing authorized shares, so this is a new, major thread that would dilute existing holders' ownership share (inference).

business combination

The company reported third-quarter 2018 results: net income of $122.3 million ($0.28 per share) versus $17.6 million a year earlier, and production of 2,029 million cubic feet equivalent per day. It returned $188.5 million to shareholders through dividends and buybacks, announced a 17 percent dividend increase, and reduced debt by $237.0 million. It also gave a preliminary 2019 operating plan; the visible text does not include details of that plan.

asset acquisition disposition

The Eagle Ford sale to VOG Palo Verde LP announced in December 2017 closed on February 28, 2018, with the company receiving $673.6 million (including a $76.5 million deposit) after price adjustments. Some assets could not be assigned at closing; certain of these closed March 6, 2018 with about $52.8 million more expected by end of Q1 2018, and the remaining $5.8 million of properties awaits consents, expected by end of Q2 2018.

asset acquisition disposition

On December 19, 2017 the company agreed to sell all its Eagle Ford Shale assets in Texas to VOG Palo Verde LP (a Venado Oil & Gas affiliate) for $765.0 million in cash, expected to close February 28, 2018. It expects a non-cash after-tax impairment of about $270 to $280 million in Q4 2017. A separate sale of remaining East Texas assets to an undisclosed buyer was announced, and the Eagle Ford assets produced 15,656 barrels of oil equivalent per day in Q3 2017. The press release says proceeds will support its Marcellus Shale focus, dividends, buybacks and balance sheet.

material agreement

On February 22, 2016 the company agreed to sell 44,000,000 new common shares to underwriters led by J.P. Morgan and Merrill Lynch, with a 30-day option for up to 6,600,000 more. The offering was expected to close February 26, 2016. Proceeds are intended for general corporate purposes, including repaying revolving credit facility debt, liquidity and part of the capital program. Issuing new shares dilutes existing holders' percentage ownership.

material agreement

On February 4, 2016 (effective December 31, 2015) the company amended its bank credit agreement and all its senior note agreements, including the 2014 notes. The minimum asset coverage ratio is reduced for two years and a maximum leverage ratio is added; the interest rate on the notes could rise by 0 to 125 basis points depending on those ratios. The company says it was in compliance with all covenants at year-end 2015 and does not expect a rate increase from the year-end ratios. This follows the earlier credit facility and note financings.

material agreement

On April 17, 2015 the company amended its bank credit agreement, extending maturity from May 2017 to April 2020, raising the borrowing base from $3.1 billion to $3.4 billion and commitments from $1.4 billion to $1.8 billion, with a further $500 million accordion option. Interest margins now depend on the company's leverage ratio (Eurodollar loans 1.50% to 2.25% over LIBOR), and unused-balance fees range from 0.30% to 0.50%.

debt financing

The company (then named Cabot Oil & Gas) sold $925 million of unsecured fixed-rate notes to institutional buyers on September 18, 2014, in three series: $100 million at 3.24% due 2021, $575 million at 3.67% due 2024 and $250 million at 3.77% due 2026. The notes carry covenants including a minimum asset coverage ratio of 1.75 to 1.0 and a minimum annual coverage ratio of 2.8 to 1.0; the filing does not state what the money will be used for.

debt financing