424B3 1 tm2120486-5_424b3.htm 424B3 tm2120486-5_424b3 - none - 54.9846842s
  Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-257534
JOINT LETTER TO STOCKHOLDERS OF CABOT OIL & GAS CORPORATION
AND STOCKHOLDERS OF CIMAREX ENERGY CO.
Dear Stockholders:
Cabot Oil & Gas Corporation (which we refer to as “Cabot”) and Cimarex Energy Co. (which we refer to as “Cimarex”) have entered into a merger agreement, subsequently amended on June 29, 2021 (which, as it may be further amended from time to time, we refer to as the “merger agreement”) providing for the acquisition of Cimarex by Cabot pursuant to a merger between a wholly owned subsidiary of Cabot and Cimarex (which we refer to as the “merger”).
Holders of Cabot common stock (as defined below) (which we refer to as the “Cabot stockholders”) as of the close of business on August 10, 2021, the record date, are invited to virtually attend a special meeting of Cabot stockholders (which we refer to as the “Cabot special meeting”) on September 29, 2021, at 10:00 a.m., Central Daylight Time, via live webcast at www.virtualshareholdermeeting.com/COG2021SM (which we refer to as the “Cabot special meeting website”). At the Cabot special meeting, Cabot stockholders will be asked to consider and vote upon: (1) a proposal to approve the issuance of shares of common stock, par value $0.10 per share, of Cabot (which we refer to as “Cabot common stock”) in connection with the merger (which we refer to as the “Cabot issuance proposal”) and (2) a proposal to adopt an amendment to Cabot’s Restated Certificate of Incorporation (which, as amended prior to the date of this joint proxy statement/prospectus, we refer to as the “Cabot certificate of incorporation”), to increase the number of authorized shares of Cabot common stock from 960,000,000 shares to 1,800,000,000 shares (which we refer to as the “Cabot charter amendment proposal”).
Holders of Cimarex common stock (as defined below) (which we refer to as the “Cimarex stockholders”) as of the close of business on August 10, 2021, the record date, are invited to virtually attend a special meeting of Cimarex stockholders (which we refer to as the “Cimarex special meeting”) on September 29, 2021, at 9:00 a.m., Mountain Daylight Time, via live webcast at www.viewproxy.com/cimarexsm/2021 (which we refer to as the “Cimarex special meeting website”). At the Cimarex special meeting, Cimarex stockholders will be asked to consider and vote upon: (1) a proposal to adopt the merger agreement (which we refer to as the “Cimarex merger proposal”); (2) a proposal to adopt an amendment to Cimarex’s Amended and Restated Certificate of Incorporation (which we refer to as the “Cimarex certificate of incorporation”) relating to Cimarex’s 818% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (which we refer to as the “Cimarex preferred stock”), that would give the holders of Cimarex preferred stock the right to vote with the holders of Cimarex common stock as a single class on all matters submitted to a vote of such holders of Cimarex common stock, to become effective no later than immediately prior to consummation of the merger (which we refer to as the “Cimarex charter amendment proposal”); and (3) a non-binding advisory proposal to approve certain compensation that may be paid or become payable to Cimarex’s named executive officers that is based on or otherwise relates to the merger (which we refer to as the “Cimarex non-binding compensation advisory proposal”).
For Cimarex stockholders, if the merger is completed, you will be entitled to receive, for each issued and outstanding share of common stock, par value $0.01 per share, of Cimarex (which we refer to as “Cimarex common stock”) owned by you immediately prior to the effective time of the merger, 4.0146 shares of Cabot common stock (which we refer to as the “merger consideration”), as further described in the joint proxy statement/prospectus accompanying this notice. The market value of the merger consideration will fluctuate with the price of Cabot common stock. Based on the closing price of Cabot common stock on May 21, 2021, the last trading day before the public announcement of the signing of the merger agreement, the value of the per share merger consideration payable to holders of Cimarex common stock upon completion of the merger was approximately $71.50. Based on the closing price of Cabot common stock on August 19, 2021, the last practicable date before the date of the joint proxy statement/prospectus accompanying this notice, the value of the per share merger consideration payable to holders of Cimarex common stock upon completion of the merger was approximately $58.57. Cimarex stockholders should obtain current stock price quotations for Cabot common stock and Cimarex common stock. Cabot common stock is traded on the New York Stock Exchange under the symbol “COG,” and Cimarex common stock is traded on the New York Stock Exchange under the symbol “XEC.”
The Cabot board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of Cabot common stock in connection with the merger and the amendment to the Cabot certificate of incorporation to increase the number of authorized shares of Cabot common stock from 960,000,000 shares to 1,800,000,000 shares, are in the best interests of Cabot and its stockholders; has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of Cabot common stock in connection with the merger and the amendment to the Cabot certificate of incorporation to increase the number of authorized shares of Cabot common stock from 960,000,000 shares to 1,800,000,000 shares; and unanimously recommends that Cabot stockholders vote “FOR” the Cabot issuance proposal and “FOR” the Cabot charter amendment proposal.
The Cimarex board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, Cimarex stockholders; has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger and the amendment to the Cimarex certificate of incorporation to give the holders of Cimarex preferred stock the right to vote with the holders of Cimarex common stock as a single class on all matters submitted to a vote of such holders of Cimarex common stock; and unanimously recommends that Cimarex stockholders vote “FOR” the Cimarex merger proposal, “FOR” the Cimarex charter amendment proposal and “FOR” the Cimarex non-binding compensation advisory proposal.
Cabot and Cimarex will each hold a virtual special meeting of its stockholders to consider certain matters relating to the merger, which may be attended via the Cabot special meeting website and the Cimarex special meeting website, respectively. Cabot and Cimarex cannot complete the merger unless, among other things, Cabot stockholders approve the issuance of shares of Cabot common stock in connection with the merger, Cimarex stockholders adopt the merger agreement and Cimarex stockholders approve the Cimarex charter amendment proposal that is a condition to the completion of the merger and is necessary to permit receipt of the tax opinion that is a condition to Cimarex’s obligation to consummate the merger.
Your vote is very important. To ensure your representation at your company’s special meeting, complete and return the applicable enclosed proxy card or submit your proxy by phone or the Internet. Please vote promptly whether or not you expect to virtually attend your company’s special meeting. Submitting a proxy now will not prevent you from being able to vote at your company’s special meeting.
The joint proxy statement/prospectus accompanying this notice is also being delivered to the Cimarex stockholders as Cabot’s prospectus for its offering of shares of Cabot common stock in connection with the merger.
The obligations of Cabot and Cimarex to complete the merger are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as part of the accompanying joint proxy statement/prospectus. The joint proxy statement/prospectus provides you with detailed information about the merger. It also contains or references information about Cabot and Cimarex and certain related matters. You are encouraged to read the joint proxy statement/prospectus carefully and in its entirety. In particular, you should carefully read the section entitled “Risk Factors” beginning on page 42 of the joint proxy statement/prospectus for a discussion of risks you should consider in evaluating the merger and the issuance of shares of Cabot common stock in connection with the merger and how they will affect you.
Sincerely,
Sincerely,
Dan O. Dinges
Chairman of the Board, President and Chief Executive
Officer
Cabot Oil & Gas Corporation
Thomas E. Jorden
Chairman of the Board, Chief Executive Officer and
President
Cimarex Energy Co.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.
The joint proxy statement/prospectus is dated August 23, 2021 and is first being mailed to stockholders of Cabot and Cimarex on or about August 23, 2021.

 
Three Memorial City Plaza,
840 Gessner Road, Suite 1400
Houston, Texas 77024
NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS OF
CABOT OIL & GAS CORPORATION
TO BE HELD VIRTUALLY VIA LIVE WEBCAST ON SEPTEMBER 29, 2021
Dear Stockholder,
You are cordially invited to attend a virtual-only special meeting of stockholders (which we refer to as the “Cabot special meeting”) of Cabot Oil & Gas Corporation (which we refer to as “Cabot”) to be held on September 29, 2021, at 10:00 a.m., Central Daylight Time, via live webcast at www.virtualshareholdermeeting.com/COG2021SM (which we refer to as the “Cabot special meeting website”), for the following purposes:

to vote on a proposal to approve the issuance of shares of common stock, par value $0.10 per share, of Cabot (which we refer to as “Cabot common stock”), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 23, 2021, as amended on June 29, 2021 (which, as it may be further amended from time to time, we refer to as the “merger agreement”), by and among Cabot, Double C Merger Sub, Inc., a wholly owned subsidiary of Cabot, and Cimarex Energy Co. (which we refer to as “Cimarex”) (which we refer to as the “Cabot issuance proposal”); and

to vote on a proposal to adopt an amendment to Cabot’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Cabot common stock from 960,000,000 shares to 1,800,000,000 shares (which we refer to as the “Cabot charter amendment proposal” and, together with the Cabot issuance proposal, the “Cabot proposals”).
Cabot will transact no other business at the Cabot special meeting, except such business as may properly be brought before the Cabot special meeting by or at the direction of the Cabot board of directors (which we refer to as the “Cabot board”) in accordance with Cabot’s Amended and Restated Bylaws. The record date for the Cabot special meeting has been set as August 10, 2021. Only holders of Cabot common stock (which we refer to as “Cabot stockholders”) of record as of the close of business on such record date are entitled to notice of, and to vote at, the Cabot special meeting (via the Cabot special meeting website or by proxy), or any adjournment or postponement of the Cabot special meeting. For additional information regarding the Cabot special meeting, see the section entitled “Special Meeting of Cabot Stockholders” beginning on page 60 of the joint proxy statement/prospectus accompanying this notice.
In light of ongoing public health concerns related to the coronavirus (COVID-19) pandemic, the Cabot board has determined that the Cabot special meeting will be a virtual-only meeting conducted exclusively via live webcast. There will not be a physical location for the Cabot special meeting and you will not be able to attend the meeting in person. The Cabot board believes that this is the right choice for Cabot and the Cabot stockholders at this time, as it permits Cabot stockholders to attend the Cabot special meeting while safeguarding the health of Cabot stockholders, the Cabot board and the Cabot management team.
The Cabot board unanimously recommends that Cabot stockholders vote “FOR” the Cabot issuance proposal and “FOR” the Cabot charter amendment proposal.
The accompanying joint proxy statement/prospectus describes the Cabot proposals in more detail. Please refer to the attached document, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Cabot special meeting. You are encouraged to read the entire document carefully before voting. In particular, see the section entitled “The Merger” beginning on page 74 of the joint proxy statement/
 

 
prospectus accompanying this notice for a description of the transactions contemplated by the merger agreement, including the Cabot issuance proposal and the Cabot charter amendment proposal, and the section entitled “Risk Factors” beginning on page 42 of the joint proxy statement/prospectus accompanying this notice for an explanation of the risks associated with the merger and the other transactions contemplated by the merger agreement, including the Cabot issuance proposal and the Cabot charter amendment proposal.
PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE CABOT SPECIAL MEETING VIA THE CABOT SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.
If you have any questions concerning the Cabot proposals, the merger or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your shares of Cabot common stock, please contact Cabot’s proxy solicitor:
1407 Broadway, 27th Floor
New York, New York 10018
Banks and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: (800) 322-2885
Email: proxy@mackenziepartners.com
Your vote is very important. Approval of the Cabot issuance proposal by the Cabot stockholders is a condition to the merger. The Cabot issuance proposal requires the affirmative vote of a majority of the shares of Cabot common stock present via the Cabot special meeting website or by proxy at the Cabot special meeting and entitled to vote on the proposal. The Cabot charter amendment proposal requires approval by a majority of the outstanding shares of Cabot common stock entitled to vote on the proposal. Cabot stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the Internet. Follow the instructions provided on the enclosed proxy card. Abstentions will have the same effect as a vote “AGAINST” the Cabot issuance proposal and the Cabot charter amendment proposal. If you are a holder of record, failure to submit a proxy or vote via the Cabot special meeting website will have the same effect as a vote “AGAINST” the Cabot charter amendment proposal and will have no effect on the outcome of the vote of the Cabot issuance proposal. Broker non-votes will have no effect on the outcome of the vote on the Cabot issuance proposal. We do not expect broker non-votes in connection with the Cabot charter amendment proposal.
BY ORDER OF THE BOARD OF DIRECTORS,
Dan O. Dinges
Chairman of the Board, President and Chief Executive Officer
Cabot Oil & Gas Corporation
 

 
1700 Lincoln Street, Suite 3700
Denver, Colorado 80203
NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD VIRTUALLY VIA THE INTERNET ON SEPTEMBER 29, 2021
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (which we refer to as the “Cimarex special meeting”) of Cimarex Energy Co. (which we refer to as “Cimarex”) will be held virtually via the Internet on September 29, 2021, at 9:00 a.m., Mountain Daylight Time, to consider and vote on proposals:

to adopt the Agreement and Plan of Merger, dated as of May 23, 2021, as amended on June 29, 2021 (which, as it may be further amended from time to time, we refer to as the “merger agreement”), among Cabot Oil & Gas Corporation (which we refer to as “Cabot”), Double C Merger Sub, Inc. (which we refer to as “Merger Sub”) and Cimarex (which we refer to as the “Cimarex merger proposal”) providing for the acquisition of Cimarex by Cabot pursuant to a merger between Merger Sub, a wholly owned subsidiary of Cabot, and Cimarex (which we refer to as the “merger”);

to adopt an amendment to Cimarex’s Amended and Restated Certificate of Incorporation relating to Cimarex’s 818% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (which we refer to as the “Cimarex preferred stock”), that would give the holders of Cimarex preferred stock the right to vote with the holders of common stock, par value $0.01 per share, of Cimarex (which we refer to as “Cimarex common stock”) as a single class on all matters submitted to a vote of such holders of Cimarex common stock (which we refer to as “Cimarex stockholders”) to become effective no later than immediately prior to consummation of the merger (which we refer to as the “Cimarex charter amendment proposal”); and

to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Cimarex’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement (which we refer to as the “Cimarex non-binding compensation advisory proposal” and, together with the Cimarex merger proposal and the Cimarex charter amendment proposal, the “Cimarex proposals”).
In light of the ongoing coronavirus (COVID-19) pandemic, the Cimarex special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Cimarex special meeting online and to vote your shares electronically at the meeting by visiting www.viewproxy.com/cimarexsm/2021 (which we refer to as the “Cimarex special meeting website”).
Cimarex stockholder approval of each of the Cimarex merger proposal and the Cimarex charter amendment proposal is required to complete the merger between Merger Sub and Cimarex, as contemplated by the merger agreement. In addition, approval of the Cimarex charter amendment proposal is necessary to permit receipt of the tax opinion that is a condition to Cimarex’s obligation to consummate the merger. Cimarex stockholders will also be asked to approve the Cimarex non-binding compensation advisory proposal. Cimarex will transact no other business at the Cimarex special meeting. The record date for the Cimarex special meeting has been set as August 10, 2021. Only Cimarex stockholders of record as of the close of business on such record date are entitled to notice of, and to vote at, the Cimarex special meeting via the Cimarex special meeting website or any adjournment or postponement of the Cimarex special meeting. For additional information regarding the Cimarex special meeting, see the section entitled “Special Meeting of Cimarex Stockholders” beginning on page 67 of the joint proxy statement/prospectus accompanying this notice.
The Cimarex board of directors unanimously recommends that you vote “FOR” the Cimarex merger proposal, “FOR” the Cimarex charter amendment proposal and “FOR” the Cimarex non-binding compensation advisory proposal.
 

 
The Cimarex proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.
PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE CIMAREX SPECIAL MEETING VIA THE CIMAREX SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.
If you have any questions concerning the Cimarex proposals, the merger or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your shares of Cimarex common stock, please contact Cimarex’s proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor, New York, NY 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (877) 717-3936
Your vote is very important.   The merger is conditioned on the approval of each of the Cimarex merger proposal and the Cimarex charter amendment proposal by the Cimarex stockholders and each of the Cimarex merger proposal and the Cimarex charter amendment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Cimarex common stock entitled to vote on such proposal. In addition, approval of the Cimarex charter amendment proposal is necessary to permit receipt of the tax opinion that is a condition to Cimarex’s obligation to consummate the merger. Cimarex stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card. Abstentions, failure to submit a proxy or vote via the Cimarex special meeting website and broker non-votes will have the same effect as a vote “AGAINST” the Cimarex merger proposal and the Cimarex charter amendment proposal.
BY ORDER OF THE BOARD OF DIRECTORS,
Francis B. Barron
Senior Vice President—General Counsel
Cimarex Energy Co.
 

 
REFERENCES TO ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates by reference important business and financial information about Cabot Oil & Gas Corporation (which we refer to as “Cabot”) and Cimarex Energy Co. (which we refer to as “Cimarex”) from other documents that are not included in or delivered with this joint proxy statement/prospectus, including documents that Cabot and Cimarex have filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information.” This information is available for you to review free of charge at the public reference room of the SEC located at 100 F Street, N.E., Washington, DC 20549, and through the SEC’s website at www.sec.gov.
You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Cabot or Cimarex, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal executive offices are listed below.
For Cabot Stockholders:
For Cimarex Stockholders:
Cabot Oil & Gas Corporation
Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
Attention: Investor Relations
(281) 589-4600
Cimarex Energy Co.
1700 Lincoln Street, Suite 3700
Denver, Colorado 80203
Attention: Investor Relations
(303) 295-3995
To obtain timely delivery of these documents before the Cabot special meeting (as defined in the section entitled “Questions and Answers about the Merger and the Special Meetings”), Cabot stockholders must request the information no later than September 22, 2021 (which is five business days before the date of the Cabot special meeting).
To obtain timely delivery of these documents before the Cimarex special meeting (as defined in the section entitled “Questions and Answers about the Merger and the Special Meetings”), Cimarex stockholders must request the information no later than September 22, 2021 (which is five business days before the date of the Cimarex special meeting).
In addition, if you have questions about the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact MacKenzie Partners, Inc., the proxy solicitor for Cabot, toll-free at (800) 322-2885, or for banks and brokers, collect at (212) 929-5500, or by email at proxy@mackenziepartners.com, or Innisfree M&A Incorporated, the proxy solicitor for Cimarex, toll-free at (877) 717-3936, or for brokers and banks, collect at (212) 750-5833. You will not be charged for any of these documents that you request.
 

 
ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the SEC by Cabot (File No. 333-257534), constitutes a prospectus of Cabot under Section 5 of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the shares of common stock of Cabot, par value $0.10 per share (which we refer to as “Cabot common stock”), to be issued to Cimarex stockholders pursuant to the Agreement and Plan of Merger, dated as of May 23, 2021, as amended on June 29, 2021 (which, as it may be further amended from time to time, we refer to as the “merger agreement”), among Cabot, Double C Merger Sub, Inc. (which we refer to as “Merger Sub”) and Cimarex.
This document also constitutes a notice of meeting and proxy statement of each of Cabot and Cimarex under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”).
Cabot has supplied all information contained or incorporated by reference herein relating to Cabot, and Cimarex has supplied all information contained or incorporated by reference herein relating to Cimarex. Cabot and Cimarex have both contributed to the information relating to the merger agreement contained in this joint proxy statement/prospectus.
Neither Cabot nor Cimarex has authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this joint proxy statement/prospectus in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the merger agreement. Cabot and Cimarex take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This joint proxy statement/prospectus is dated August 23, 2021, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference in this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Cabot or Cimarex stockholders nor the issuance by Cabot of shares of Cabot common stock pursuant to the merger agreement will create any implication to the contrary.
All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars.
 

 
TABLE OF CONTENTS
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ANNEX B: OPINION OF J.P. MORGAN SECURITIES LLC
ANNEX C: OPINION OF TUDOR, PICKERING, HOLT & CO.
 
iv

 
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS
The following are answers to certain questions that you may have regarding the Cabot and Cimarex special meetings. Cabot and Cimarex urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.
Q:
Why am I receiving this joint proxy statement/prospectus?
A:
You are receiving this joint proxy statement/prospectus because Cabot, Cimarex and Merger Sub have entered into the merger agreement, pursuant to which, on the terms and subject to the conditions included in the merger agreement, Cabot has agreed to acquire Cimarex by means of a merger of Merger Sub with and into Cimarex (which we refer to as the “merger”), with Cimarex surviving the merger as a wholly owned subsidiary of Cabot. Your vote is required in connection with the merger. The merger agreement, which governs the terms of the merger, is attached to this joint proxy statement/prospectus as Annex A.
Cabot.   In order to consummate the merger, holders of Cabot common stock (which we refer to as the “Cabot stockholders”) must approve the issuance of shares of Cabot common stock pursuant to the terms of the merger agreement (which we refer to as the “Cabot issuance proposal”) in accordance with the rules of the New York Stock Exchange (which we refer to as the “NYSE”) and Cabot’s organizational documents. Cabot is holding a virtual special meeting of its stockholders (which we refer to as the “Cabot special meeting”) to obtain that approval. Cabot stockholders will also be asked to vote on a proposal to adopt an amendment to Cabot’s Restated Certificate of Incorporation (which, as amended prior to the date of this joint proxy statement/prospectus, we refer to as the “Cabot certificate of incorporation”) to increase the number of authorized shares of Cabot common stock from 960,000,000 shares to 1,800,000,000 shares (which we refer to as the “Cabot charter amendment proposal” and, together with the Cabot issuance proposal, the “Cabot proposals”). Your vote is very important. We encourage you to submit a proxy to have your shares of Cabot common stock voted as soon as possible.
Cimarex.   In order to consummate the merger, the merger agreement must be adopted by the Cimarex stockholders (as defined at the end of this paragraph) (which we refer to as the “Cimarex merger proposal”) in accordance with the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). In addition, in order to consummate the merger, Cimarex stockholders must adopt an amendment (which we refer to as the “Cimarex charter amendment”) to Cimarex’s Amended and Restated Certificate of Incorporation (which we refer to as the “Cimarex certificate of incorporation”) in accordance with the DGCL relating to the 8.125% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of Cimarex (which we refer to as the “Cimarex preferred stock”) that would give the holders of Cimarex preferred stock the right to vote with the holders of Cimarex common stock, par value $0.01 per share (which we refer to as “Cimarex common stock”), as a single class on all matters submitted to a vote of the Cimarex stockholders, to become effective no later than immediately prior to consummation of the merger (which we refer to as the “Cimarex charter amendment proposal”). Approval of the Cimarex charter amendment proposal is also necessary to permit receipt of the tax opinion that is a condition to Cimarex’s obligation to consummate the merger. The text of the proposed Cimarex charter amendment is set forth in Annex D to this joint proxy statement/prospectus. Cimarex is holding a virtual special meeting of its stockholders (which we refer to as the “Cimarex special meeting”) to obtain these approvals. Cimarex stockholders will also be asked to vote on a non-binding advisory proposal to approve certain compensation that may be paid or become payable to Cimarex’s named executive officers that is based on or otherwise relates to the merger (which we refer to as the “Cimarex non-binding compensation advisory proposal” and, together with the Cimarex merger proposal and the Cimarex charter amendment proposal, the “Cimarex proposals”). Your vote is very important. We encourage you to submit a proxy to have your shares of Cimarex common stock voted as soon as possible. In this joint proxy statement/prospectus, we use the term “Cimarex stockholders” to refer to the holders of Cimarex common stock and, unless the context otherwise requires, such term is not intended to include the holders of Cimarex preferred stock, in their capacities as such holders. Holders of Cimarex preferred stock are not, as such, entitled to and are
 
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not being requested to vote on the Cimarex merger proposal or the Cimarex charter amendment proposal or at the Cimarex special meeting.
Q:
When and where will the special meetings take place?
A:
Cabot.   The Cabot special meeting will be held virtually via live webcast on September 29, 2021 at 10:00 a.m. Central Daylight Time. Cabot stockholders will be able to attend the Cabot special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/COG2021SM (which we refer to as the “Cabot special meeting website”). Because the Cabot special meeting is completely virtual and being conducted via live webcast, Cabot stockholders will not be able to attend the meeting in person.
Cimarex.   The Cimarex special meeting will be held virtually via live webcast on September 29, 2021 at 9:00 a.m. Mountain Daylight Time. Cimarex stockholders will be able to attend the Cimarex special meeting online and vote their shares electronically during the meeting by visiting www.viewproxy.com/cimarexsm/2021 (which we refer to as the “Cimarex special meeting website”). Because the Cimarex special meeting is completely virtual and being conducted via live webcast, Cimarex stockholders will not be able to attend the meeting in person.
Q:
What matters will be considered at the special meetings?
A:
Cabot.   The Cabot stockholders are being asked to consider and vote on:

a proposal to approve the issuance of shares of Cabot common stock to Cimarex stockholders in connection with the merger, which we refer to as the Cabot issuance proposal; and

a proposal to adopt an amendment to the Cabot certificate of incorporation to increase the number of authorized shares of Cabot common stock from 960,000,000 shares to 1,800,000,000 shares, which we refer to as the Cabot charter amendment proposal.
Cimarex.   The Cimarex stockholders are being asked to consider and vote on:

a proposal to adopt the merger agreement, which we refer to as the Cimarex merger proposal;

a proposal to adopt an amendment to the Cimarex certificate of incorporation relating to the Cimarex preferred stock that would give the holders of Cimarex preferred stock the right to vote with the holders of Cimarex common stock as a single class on all matters submitted to a vote of such holders of Cimarex common stock, to become effective no later than immediately prior to consummation of the merger, which we refer to as the Cimarex charter amendment proposal; and

a proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Cimarex’s named executive officers that is based on or otherwise relates to the merger, which we refer to as the Cimarex non-binding compensation advisory proposal.
Q:
Is my vote important?
A:
Cabot.   Yes. Your vote is very important. The merger cannot be completed unless the Cabot issuance proposal is approved by the affirmative vote of a majority of the shares of Cabot common stock present at the Cabot special meeting, whether present via the Cabot special meeting website or by proxy, and entitled to vote on the proposal. Only Cabot stockholders as of the close of business on the record date are entitled to vote at the Cabot special meeting. The board of directors of Cabot (which we refer to as the “Cabot board” or the “Cabot board of directors”) unanimously recommends that such Cabot stockholders vote “FOR” the Cabot issuance proposal and “FOR” the Cabot charter amendment proposal.
Cimarex.   Yes. Your vote is very important. The merger cannot be completed unless each of the Cimarex merger proposal and the Cimarex charter amendment proposal is approved by the affirmative vote of a majority of the outstanding shares of Cimarex common stock entitled to vote on each such proposal. In addition, approval of the Cimarex charter amendment proposal is necessary to permit receipt of the tax opinion that is a condition to Cimarex’s obligation to consummate the merger. Only Cimarex stockholders as of the close of business on the record date are entitled to vote at the Cimarex
 
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special meeting. The board of directors of Cimarex (which we refer to as the “Cimarex board” or the “Cimarex board of directors”) unanimously recommends that such Cimarex stockholders vote “FOR” the Cimarex merger proposal, “FOR” the Cimarex charter amendment proposal and “FOR” the Cimarex non-binding compensation advisory proposal.
Q:
If my shares of Cabot and/or Cimarex common stock are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote those shares for me?
A:
If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this joint proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. You must provide the record holder of your shares with instructions on how to vote your shares. Otherwise, your broker, bank or other nominee cannot vote your shares on the Cabot issuance proposal or the Cimarex proposals to be considered at the Cabot special meeting or the Cimarex special meeting, as applicable.
A so called “broker non-vote” will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted.
Cabot Proposals
Under the current NYSE rules, brokers, banks or other nominees do not have discretionary authority to vote on the Cabot issuance proposal. Therefore, if you fail to provide your broker, bank or other nominee with instructions on how to vote your shares with respect to the Cabot issuance proposal, your shares will be counted as broker non-votes. If there are any broker non-votes, they will have no effect on the Cabot issuance proposal. Because brokers, banks, and other nominees have discretionary authority to vote on the Cabot charter amendment proposal, we do not expect broker non-votes in connection with the Cabot charter amendment proposal.
Cimarex Proposals
Under the current NYSE rules, brokers, banks or other nominees do not have discretionary authority to vote on any of the Cimarex proposals at the Cimarex special meeting. Because the only proposals for consideration at the Cimarex special meeting are non-discretionary proposals, it is not expected that there will be any broker non-votes at the Cimarex special meeting. However, if there are any broker non-votes, they will have (1) the same effect as a vote “AGAINST” the Cimarex merger proposal and the Cimarex charter amendment proposal and (2) no effect on the Cimarex non-binding compensation advisory proposal.
Q:
What Cabot stockholder vote is required for the approval of the Cabot issuance proposal and the Cabot charter amendment proposal?
A:
The Cabot issuance proposal.   Approval of the Cabot issuance proposal requires the affirmative vote of a majority of the shares of Cabot common stock present at the Cabot special meeting, whether present via the Cabot special meeting website or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the Cabot issuance proposal, while a broker non-vote or the failure of a Cabot stockholder to vote (e.g., by not submitting a proxy and not voting at the Cabot special meeting) will have no effect on the outcome of the Cabot issuance proposal.
The Cabot charter amendment proposal.   Approval of the Cabot charter amendment proposal requires the approval by a majority of the outstanding shares of Cabot common stock entitled to vote on the proposal. Abstentions or a failure by a record holder of shares of Cabot common stock to vote (e.g., by not submitting a proxy and not voting at the Cabot special meeting) will have the same effect as a vote “AGAINST” the Cabot charter amendment proposal. Because brokers, banks, and other nominees have discretionary authority to vote on the Cabot charter amendment proposal, we do not expect broker non-votes in connection with the Cabot charter amendment proposal.
Q:
What Cimarex stockholder vote is required for the approval of the Cimarex merger proposal, the Cimarex charter amendment proposal and the Cimarex non-binding compensation advisory proposal?
A:
The Cimarex merger proposal.   Approval of the Cimarex merger proposal requires the affirmative vote
 
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of a majority of the outstanding shares of Cimarex common stock entitled to vote on the proposal. Abstentions, broker non-votes, or any failure by a Cimarex stockholder to vote (e.g., by not submitting a proxy and not voting at the Cimarex special meeting) will have the same effect as a vote “AGAINST” the Cimarex merger proposal.
The Cimarex charter amendment proposal.   Approval of the Cimarex charter amendment proposal requires the affirmative vote of a majority of the outstanding shares of Cimarex common stock entitled to vote on the proposal. Abstentions, broker non-votes, or any failure by a Cimarex stockholder to vote (e.g., by not submitting a proxy and not voting at the Cimarex special meeting) will have the same effect as a vote “AGAINST” the Cimarex charter amendment proposal.
The Cimarex non-binding compensation advisory proposal.   Approval of the Cimarex non-binding compensation advisory proposal requires the affirmative vote of a majority of the total number of votes of Cimarex common stock present at the Cimarex special meeting, whether present via the Cimarex special meeting website or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the proposal, while a broker non-vote or the failure of a Cimarex stockholder to vote (e.g., by not submitting a proxy and not voting at the Cimarex special meeting) will have no effect on the outcome of the Cimarex non-binding compensation advisory proposal. As an advisory vote, this proposal is not binding on Cimarex or the Cimarex board or Cabot or the Cabot board, and approval of this proposal is not a condition to the completion of the merger.
Q:
Who will count the votes?
A:
The votes at the Cabot special meeting will be counted by an independent inspector of elections appointed by the Cabot board. The votes at the Cimarex special meeting will be counted by an independent inspector of elections appointed by the Cimarex board.
Q:
What will Cimarex stockholders receive if the merger is completed?
A:
As a result of the merger, each share of Cimarex common stock issued and outstanding immediately prior to the effective time of the merger (other than any excluded shares and converted shares, as defined in the section entitled “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration,” and shares of Cimarex common stock subject to a Cimarex restricted share award, as defined and discussed in the Question and Answer directly below) will be converted into the right to receive 4.0146 shares of Cabot common stock (which we refer to as the “merger consideration”). We refer to such shares of Cimarex common stock eligible to receive the merger consideration as “eligible shares.”
If you receive the merger consideration and would otherwise be entitled to receive a fractional share of Cabot common stock, you will receive cash in lieu of such fractional share, and you will not be entitled to dividends, voting rights or any other rights in respect of such fractional share. For additional information regarding the merger consideration, see the sections entitled “The Merger — Consideration to Cimarex Stockholders” and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration.
Q:
What will holders of Cimarex equity awards receive if the merger is completed?
A:
Cimarex Restricted Share Awards.   At the effective time of the merger, each outstanding award of shares of Cimarex common stock subject to vesting, repurchase or other lapse restriction (which we refer to as a “Cimarex restricted share award”) that was granted prior to May 23, 2021 (other than awards granted to Thomas E. Jorden) and/or that is held by a non-employee member of the Cimarex board will (1) if subject solely to time-based vesting, automatically become fully vested and be cancelled and converted into the right to receive the merger consideration with respect to such shares of Cimarex common stock (less required withholdings) and (2) if subject to performance-based vesting, become vested at the greater of the target level of performance and the level determined or certified by the Cimarex board or the compensation committee of the Cimarex board based on the results achieved during the applicable performance period, which period will be deemed to end on the latest practicable date prior to the effective time of the merger, and be cancelled and converted into the right to receive the merger consideration with respect to each vested share of Cimarex common stock subject to such
 
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Cimarex restricted share award (without interest and less applicable tax withholding); provided that for each Cimarex restricted share award subject to performance-based vesting that was granted in 2020 and in accordance with the award agreements for those grants, if the level of vesting determined is greater than the target level, then each vested share of Cimarex common stock that is in excess of the target number of shares of Cimarex common stock subject to such Cimarex restricted share award will instead be converted into the right to receive the cash value of the merger consideration, which will be equal to the product of (1) the exchange ratio multiplied by (2) the volume-weighted-average price of Cimarex common stock for the five consecutive trading days ending two business days prior to the closing date as reported by Bloomberg, L.P. (which we refer to as the “cash equivalent merger consideration”). In addition, each holder of a Cimarex restricted share award that is subject to performance-based vesting will be entitled to receive a lump-sum cash payment equal to the accumulated and unpaid dividends credited with respect to such award as of immediately prior to the effective time of the merger.
At the effective time of the merger, each other Cimarex restricted share award not described in the immediately preceding paragraph (including all awards held by Mr. Jorden, whether granted prior to or after May 23, 2021) will be converted automatically into a restricted stock award in respect of Cabot common stock (which we refer to as an “adjusted restricted share award”) subject to vesting, repurchase or other lapse restriction with the same terms and conditions as were applicable to such Cimarex restricted share award immediately prior to the effective time of the merger (including vesting terms), and relating to the number of shares of Cabot common stock equal to the product of (1) the number of shares of Cimarex common stock subject to such Cimarex restricted share award immediately prior to the effective time multiplied by (2) the exchange ratio, with any fractional shares rounded to the nearest whole number of shares of Cabot common stock. No such restricted share awards granted after May 23, 2021 will provide for “single-trigger” vesting upon the closing of the merger.
Cimarex DSU Awards.   At the effective time of the merger, each then outstanding Cimarex deferred stock unit award (which we refer to as a “Cimarex DSU award”) will automatically be cancelled and converted into the right to receive the merger consideration with respect to the shares of Cimarex common stock subject to such Cimarex DSU award (provided that any fractional shares otherwise deliverable in respect of each Cimarex DSU award will be rounded up to a whole share); provided that, if any Cimarex DSU award cannot be paid at the effective time of the merger without the application of a penalty under Section 409A of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), such Cimarex DSU award will instead be cancelled and converted automatically into a deferred stock unit award of shares of Cabot common stock subject to the same terms and conditions as were applicable to such Cimarex DSU award immediately prior to the effective time of the merger, and relating to the number of shares of Cabot common stock equal to the product of (1) the number of shares of Cimarex common stock subject to such Cimarex DSU award immediately prior to the effective time of the merger multiplied by (2) the exchange ratio, with any fractional shares rounded to the nearest whole number of shares of Cabot common stock.
Cimarex Option Awards.   At the effective time of the merger, each then outstanding option to purchase Cimarex common stock (which we refer to as a “Cimarex option award”) will, to the extent unvested, automatically become fully vested and will be converted automatically into an option (which we refer to as an “adjusted option award”) to purchase, on the same terms and conditions as were applicable to such Cimarex option award immediately prior to the effective time of the merger, the number of shares of Cabot common stock (rounded down to the nearest whole number of shares of Cabot common stock) equal to the product of (1) the number of shares of Cimarex common stock subject to such Cimarex option award immediately prior to the effective time of the merger multiplied by (2) the exchange ratio, which adjusted option award will have an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Cimarex common stock of such Cimarex option award immediately prior to the effective time of the merger by (B) the exchange ratio.
For additional information regarding the treatment of Cimarex equity awards, see the section entitled “The Merger Agreement — Treatment of Cimarex Equity Awards in the Merger.
Q:
What will happen to the Cimarex preferred stock if the merger is completed?
A:
Upon completion of the merger, each share of Cimarex preferred stock issued and outstanding
 
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immediately prior to the effective time will remain outstanding. In addition, following completion of the merger, the holders of Cimarex preferred stock will have the right to vote with the holders of Cimarex common stock (which immediately after the merger will be Cabot, as the sole holder of Cimarex common stock) as a single class on all matters submitted to a vote of such holders of Cimarex common stock, with the holders of Cimarex preferred stock being entitled to 30 votes for each share of Cimarex preferred stock and the holders of Cimarex common stock being entitled to 100,000 votes for each share of Cimarex common stock.
Holders of Cimarex preferred stock are not, as such, entitled to, and are not being requested to, vote on the Cimarex merger proposal or the Cimarex charter amendment proposal or at the Cimarex special meeting.
Q:
What equity stake will Cimarex stockholders hold in Cabot immediately following the merger?
A:
Based on the number of issued and outstanding shares of Cabot and Cimarex common stock as of August 6, 2021, and the exchange ratio of 4.0146 shares of Cabot common stock for each share of Cimarex common stock, holders of shares of Cimarex common stock as of immediately prior to the effective time of the merger would hold, in the aggregate, approximately 50.5% of the issued and outstanding shares of Cabot common stock immediately following the effective time of the merger. The exact equity stake of Cimarex stockholders in Cabot immediately following the effective time of the merger will depend on the number of shares of Cabot common stock and Cimarex common stock issued and outstanding immediately prior to the effective time of the merger and the number of issued and outstanding Cimarex equity awards to be settled in shares of Cabot common stock in connection with the merger, as provided in the section entitled “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration.
Q:
How do the Cabot and Cimarex boards recommend that I vote?
A:
Cabot.   The Cabot board unanimously recommends that Cabot stockholders vote “FOR” the approval of the Cabot issuance proposal and “FOR” the approval of the Cabot charter amendment proposal. For additional information regarding how the Cabot board recommends that Cabot stockholders vote, see the section entitled “The Merger — Recommendation of the Cabot Board of Directors and Reasons for the Merger.
Cimarex.   The Cimarex board unanimously recommends that Cimarex stockholders vote “FOR” the approval of the Cimarex merger proposal, “FOR” the approval of the Cimarex charter amendment proposal and “FOR” the approval of the Cimarex non-binding compensation advisory proposal. For additional information regarding how the Cimarex board recommends that Cimarex stockholders vote, see the section entitled “The Merger — Recommendation of the Cimarex Board of Directors and Reasons for the Merger.
Q:
What is the Cimarex charter amendment proposal and why are Cimarex stockholders being asked to approve it?
A:
As indicated above, the Cimarex charter amendment would amend the Cimarex certificate of incorporation (specifically, the certificate of designations of the Cimarex preferred stock, which we refer to as the “Cimarex certificate of designations”) to give the holders of Cimarex preferred stock the right to vote with the holders of Cimarex common stock as a single class on all matters submitted to a vote of such common stockholders, with the holders of Cimarex preferred stock being entitled to 30 votes for each share of Cimarex preferred stock. If approved by the holders of Cimarex common stock, the Cimarex charter amendment will become effective no later than immediately prior to the consummation of the merger, following the filing of a certificate of amendment to the Cimarex certificate of designations with the Secretary of State of the State of Delaware. Approval of the Cimarex charter amendment proposal is a condition to the completion of the merger and is necessary to permit receipt of the tax opinion that is a condition to Cimarex’s obligation to consummate the merger.
Upon completion of the merger, Cimarex will be a subsidiary of Cabot. Holders of Cimarex preferred stock will vote with holders of Cimarex common stock, all of which will be held by Cabot, as a single class on all matters submitted to a vote of holders of Cimarex common stock following completion
 
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of the merger. Thus, the voting rights that will be conferred upon the holders of Cimarex preferred stock by the Cimarex charter amendment will continue to apply with respect to Cimarex, rather than Cabot, following completion of the merger.
Upon completion of the merger, Cabot, as the sole holder of Cimarex common stock, will be entitled to 100,000 votes for each of the 1,000 shares of Cimarex common stock it will hold.
Q:
Why are the Cimarex stockholders being asked to vote on executive officer compensation?
A:
The SEC has adopted rules that require Cimarex to seek a non-binding advisory vote on certain compensation that may be paid or become payable to Cimarex’s named executive officers that is based on or otherwise relates to the merger. Cimarex urges its stockholders to read the section entitled “The Merger — Interests of Cimarex Directors and Executive Officers in the Merger.”
Q:
Who is entitled to vote at the special meeting?
A:
Cabot special meeting.   The Cabot board has fixed August 10, 2021 as the record date for the Cabot special meeting. All holders of record of shares of Cabot common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Cabot special meeting via the Cabot special meeting website or by proxy, provided that those shares remain outstanding on the date of the Cabot special meeting. As of the record date, there were 399,664,181 shares of Cabot common stock outstanding. Attendance at the Cabot special meeting via the Cabot special meeting website is not required to vote. Instructions on how to vote your shares without virtually attending the Cabot special meeting are provided in this section below.
Cimarex special meeting.   The Cimarex board has fixed August 10, 2021 as the record date for the Cimarex special meeting. All holders of record of shares of Cimarex common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Cimarex special meeting via the Cimarex special meeting website or by proxy, provided that those shares remain outstanding on the date of the Cimarex special meeting. As of the record date, there were 102,826,233 shares of Cimarex common stock outstanding. Attendance at the Cimarex special meeting via the Cimarex special meeting website is not required to vote. Instructions on how to vote your shares without virtually attending the Cimarex special meeting are provided in this section below.
Q:
How many votes do I have?
A:
Cabot stockholders.   Each Cabot stockholder of record is entitled to one vote for each share of Cabot common stock held of record by such stockholder as of the close of business on the record date.
Cimarex stockholders.   Each Cimarex stockholder of record is entitled to one vote for each share of Cimarex common stock held of record by such stockholder as of the close of business on the record date.
Q:
What constitutes a quorum for each of the Cabot and Cimarex special meetings?
A:
Quorum for Cabot special meeting.   Under the Amended and Restated Bylaws of Cabot (which, as amended prior to the date of this joint proxy statement/prospectus, we refer to as the “Cabot bylaws”), the presence at the Cabot special meeting, whether via the Cabot special meeting website or by proxy, of the majority in interest of all shares of Cabot common stock issued and outstanding and entitled to vote on each of the Cabot proposals will be necessary to establish a quorum with respect to such proposal. If you submit a properly executed proxy card, even if you vote “against” the proposal or vote to “abstain” in respect of the proposal, your shares of Cabot common stock will be counted for purposes of calculating whether a quorum is present. Because the Cabot issuance proposal is non-routine under applicable NYSE rules, brokers, banks and other nominees do not have discretionary authority to vote on the Cabot issuance proposal and will not be able to vote on the Cabot issuance proposal absent instructions from the beneficial owner. Accordingly, the failure of a beneficial owner to provide voting instructions to its broker, bank, or other nominee will result in a broker non-vote, which will not be considered present and entitled to vote on the Cabot issuance proposal for the purpose of determining the presence of a quorum with respect to the vote thereon.
 
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Quorum for Cimarex special meeting.   The presence at the Cimarex special meeting via the Cimarex special meeting website or by proxy of the holders of a majority of the Cimarex common stock issued and outstanding and entitled to vote thereon constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote “for” any of the proposals or vote to “abstain” in respect of each of the proposals, your shares of Cimarex common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Cimarex special meeting. Because the only proposals for consideration at the Cimarex special meeting are non-discretionary proposals, it is not expected that there will be any broker non-votes at the Cimarex special meeting. Broker non-votes will not be treated as present for determining the presence of a quorum at the Cimarex special meeting.
Q:
What will happen to Cimarex as a result of the merger?
A:
If the merger is completed, Merger Sub will merge with and into Cimarex. As a result of the merger, the separate corporate existence of Merger Sub will cease, and Cimarex will continue as the surviving corporation in the merger and as a wholly owned subsidiary of Cabot. Furthermore, shares of Cimarex common stock will be delisted from the NYSE and will no longer be publicly traded, while the shares of Cimarex preferred stock will remain outstanding and subject to the Cimarex charter amendment.
Q:
I own shares of Cimarex common stock. What will happen to those shares as a result of the merger?
A:
If the merger is completed, your shares of Cimarex common stock will be converted into the right to receive the merger consideration. All such shares of Cimarex common stock, when so converted, will cease to be outstanding and will automatically be cancelled. Each holder of a share of Cimarex common stock that was outstanding immediately prior to the effective time of the merger will cease to have any rights with respect to shares of Cimarex common stock, except the right to receive the merger consideration, any dividends or distributions made with respect to shares of Cabot common stock with a record date after the effective time of the merger, and any cash to be paid in lieu of any fractional shares of Cabot common stock, in each case to be issued or paid upon the exchange of any certificates or book-entry shares of Cimarex common stock for merger consideration. For additional information, see the sections entitled “The Merger — Consideration to Cimarex Stockholders” and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration.
Q:
Where will the Cabot common stock that Cimarex stockholders receive in the merger be publicly traded?
A:
Assuming the merger is completed, the shares of Cabot common stock that Cimarex stockholders receive in the merger will be listed and traded on the NYSE.
Q:
What happens if the merger is not completed?
A:
If either the Cimarex merger proposal or the Cimarex charter amendment proposal is not approved by Cimarex stockholders, if the Cabot issuance proposal is not approved by Cabot stockholders or if the merger is not completed for any other reason, Cimarex stockholders will not receive any merger consideration in connection with the merger, and their shares of Cimarex common stock will remain outstanding. Cimarex will remain an independent public company and Cimarex common stock will continue to be listed and traded on the NYSE. Additionally, if either the Cimarex merger proposal or the Cimarex charter amendment proposal is not approved by Cimarex stockholders, or if the merger is not completed for any other reason, Cabot will not issue shares of Cabot common stock to Cimarex stockholders, regardless of whether the Cabot issuance proposal is approved by the Cabot stockholders. If the merger agreement is terminated under specified circumstances, either Cimarex or Cabot (depending on the circumstances) may be required to pay the other party a termination fee or other termination-related payment. For a more detailed discussion of the termination-related fees, see “The Merger Agreement — Termination.
Q:
What is a proxy and how can I vote my shares via the Cabot special meeting website or the Cimarex special meeting website?
A:
A proxy is a legal designation of another person to vote the stock you own.
Cabot.   Shares of Cabot common stock held directly in your name as the stockholder of record as of the close of business on August 10, 2021, the record date, may be voted at the Cabot special meeting via
 
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the Cabot special meeting website. Please note that attendance alone at the Cabot special meeting via the Cabot special meeting website will not cause the voting of your shares; you must affirmatively vote by proxy or via the Cabot special meeting website. If you choose to attend the Cabot special meeting and vote your shares via the Cabot special meeting website, you will need the 16-digit control number included on your proxy card. If you are a beneficial owner of Cabot common stock but not the stockholder of record of such shares of Cabot common stock, you will need to obtain a control number from your broker, bank or other nominee holder of record giving you the right to vote the shares.
Cimarex.   Shares of Cimarex common stock held directly in your name as the stockholder of record as of the close of business on August 10, 2021, the record date, may be voted at the Cimarex special meeting via the Cimarex special meeting website. Please note that attendance alone at the Cimarex special meeting via the Cimarex special meeting website will not cause the voting of your shares; you must affirmatively vote by proxy or via the Cimarex special meeting website. If you choose to attend the Cimarex special meeting and vote your shares via the Cimarex special meeting website, you will need the 16-digit control number included on your proxy card. If you are a beneficial owner of Cimarex common stock but not the stockholder of record of such shares of Cimarex common stock, you will need to obtain a control number from your broker, bank or other nominee holder of record giving you the right to vote the shares.
Q:
How can I vote my shares without attending the special meetings?
A:
Cabot.   If you are a stockholder of record of Cabot common stock as of the close of business on August 10, 2021, the record date, you can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by submitting voting instructions to your broker, bank or other nominee, or otherwise by following instructions provided by your broker, bank or other nominee. Phone and Internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or other nominee.
Cimarex.   If you are a stockholder of record of Cimarex common stock as of the close of business on August 10, 2021, the record date, you can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by submitting voting instructions to your broker, bank or other nominee, or otherwise by following instructions provided by your broker, bank or other nominee. Phone and Internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or other nominee.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
Cabot.   If your shares of Cabot common stock are registered directly in your name with Cabot’s transfer agent, Equiniti Trust Company, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.
Cimarex.   If your shares of Cimarex common stock are registered directly in your name with Cimarex’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.
Q:
Can I vote my shares at the special meeting if I am only a beneficial owner and not a stockholder of record?
A:
If you are a beneficial owner of shares of Cabot common stock or Cimarex common stock, you are
 
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also invited to attend the Cabot special meeting or the Cimarex special meeting, respectively. However, because you are not the Cabot stockholder of record or Cimarex stockholder of record, you may not vote your shares at the Cabot special meeting or the Cimarex special meeting, respectively, unless you request and obtain a “legal proxy” issued in your own name from your bank, broker or nominee.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials relating to the Cabot special meeting and/or the Cimarex special meeting if you hold shares of both Cabot and Cimarex common stock or if you hold shares of Cabot and/or Cimarex common stock in “street name” and also directly in your name as a stockholder of record or otherwise or if you hold shares of Cabot and/or Cimarex common stock in more than one brokerage account.
Direct holders (stockholders of record).   For shares of Cabot and/or Cimarex common stock held directly, complete, sign, date and return each proxy card (or cast your vote by phone or the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Cabot and/or Cimarex common stock are voted.
Shares instreet name.”   For shares of Cabot and/or Cimarex common stock held in “street name” through a broker, bank or other nominee, follow the instructions provided by your broker, bank or other nominee to vote your shares.
Q:
I hold shares of both Cabot and Cimarex common stock. Do I need to vote separately for each company?
A:
Yes.   You will need to separately follow the applicable procedures described in this joint proxy statement/prospectus both with respect to the voting of shares of Cabot common stock and with respect to the voting of shares of Cimarex common stock in order to effectively vote the shares of common stock you hold in each company.
Q:
If a stockholder gives a proxy, how will the shares of Cabot or Cimarex common stock, as applicable, covered by the proxy be voted?
A:
If you provide a proxy, regardless of whether you provide that proxy by phone, the Internet or completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your shares of Cabot common stock or your shares of Cimarex common stock, as applicable, in the way that you indicate when providing your proxy in respect of the shares of common stock you hold in such company. When completing the phone or Internet processes or the proxy card, you may specify whether your shares of Cabot or Cimarex common stock, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Cabot special meeting or the Cimarex special meeting, as applicable.
Q:
How will my shares of Cabot or Cimarex common stock, as applicable, be voted if I return a blank proxy?
A:
Cabot.   If you sign, date and return your proxy and do not indicate how you want your shares of Cabot common stock to be voted, then your shares of Cabot common stock will be voted “FOR” the approval of the Cabot issuance proposal and “FOR” the approval of the Cabot charter amendment proposal.
Cimarex.   If you sign, date and return your proxy and do not indicate how you want your shares of Cimarex common stock to be voted, then your shares of Cimarex common stock will be voted “FOR” the approval of the Cimarex merger proposal, “FOR” the approval of the Cimarex charter amendment proposal and “FOR” the approval of the Cimarex non-binding compensation advisory proposal.
Q:
Can I change my vote after I have submitted my proxy?
A:
Cabot.   Yes. If you are a stockholder of record of Cabot common stock as of the close of business on the record date, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the Cabot special meeting in one of the following ways:

submit a new proxy card bearing a later date;
 
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vote again by phone or the Internet at a later time;

give written notice of your revocation to the Cabot Corporate Secretary at Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024; or

attend the Cabot special meeting and vote your shares via the Cabot special meeting website. Please note that your attendance at the meeting via the Cabot special meeting website will not alone serve to revoke your previously submitted proxy; instead, you must vote your shares via the Cabot special meeting website in order to do so.
If you are a beneficial owner of Cabot common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.
Cimarex.   Yes. If you are a stockholder of record of Cimarex common stock as of the close of business on the record date, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the Cimarex special meeting in one of the following ways:

submit a new proxy card bearing a later date;

vote again by phone or the Internet at a later time;

give written notice of your revocation to the Cimarex Senior Vice President — General Counsel and Corporate Secretary at 1700 Lincoln Street, Suite 3700, Denver, Colorado 80203, or by facsimile to (720) 403-9383; or

attend the Cimarex special meeting and vote your shares via the Cimarex special meeting website. Please note that your attendance at the meeting via the Cimarex special meeting website will not alone serve to revoke your previously submitted proxy; instead, you must vote your shares via the Cimarex special meeting website in order to do so.
If you are a beneficial owner of Cimarex common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.
Q:
Where can I find the voting results of the special meetings?
A:
Within four business days following certification of the final voting results, Cabot and Cimarex each intend to file the final voting results of its special meeting with the SEC in a Current Report on Form 8-K.
Q:
If I do not favor the merger as a Cabot and/or Cimarex stockholder, what are my rights?
A:
Cabot stockholders.   Cabot stockholders may vote against the Cabot issuance proposal if they do not favor the merger. Under Delaware law, Cabot stockholders are not entitled to appraisal rights in connection with the issuance of shares of Cabot common stock as contemplated by the merger agreement.
Cimarex stockholders.   Cimarex stockholders may vote against the Cimarex merger proposal and/or the Cimarex charter amendment proposal if they do not favor the merger. Because shares of Cimarex common stock are listed on the NYSE and Cimarex stockholders are not required to receive consideration other than shares of Cabot common stock, which are listed on the NYSE, and cash in lieu of fractional shares in the merger, Cimarex stockholders are not entitled to exercise appraisal rights under Delaware law in connection with the merger.
Q:
Are there any risks that I should consider as a Cabot and/or Cimarex stockholder in deciding how to vote?
A:
Yes.   You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 42. You also should read and carefully consider the risk factors of Cabot and Cimarex contained in the documents that are incorporated by reference in this joint proxy statement/prospectus.
Q:
What happens if I sell my shares before the special meetings?
A:
Cabot stockholders.   The record date for Cabot stockholders entitled to vote at the Cabot special
 
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meeting is earlier than the date of the Cabot special meeting. If you transfer your shares of Cabot common stock after the record date but before the Cabot special meeting, you will, unless special arrangements are made, retain your right to vote at the Cabot special meeting.
Cimarex stockholders.   The record date for Cimarex stockholders entitled to vote at the Cimarex special meeting is earlier than the date of the Cimarex special meeting. If you transfer your shares of Cimarex common stock after the record date but before the Cimarex special meeting, you will, unless special arrangements are made, retain your right to vote at the Cimarex special meeting but will have transferred the right to receive the merger consideration to the person to whom you transferred your shares of Cimarex common stock.
Q:
What are the material U.S. federal income tax consequences of the merger to Cimarex stockholders?
A:
Cimarex and Cabot intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. It is a condition to Cimarex’s obligation to complete the merger that it receive an opinion from external counsel, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the merger so qualifies, U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) of shares of Cimarex common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of Cabot common stock in exchange for Cimarex common stock in the merger, other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of Cabot common stock.
The material U.S. federal income tax consequences of the merger to U.S. holders are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.” The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.
TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q:
When is the merger expected to be completed?
A:
Cabot and Cimarex are working to complete the merger as quickly as possible. Subject to the satisfaction or waiver of the conditions described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger,” including the approval of the Cimarex merger proposal and the Cimarex charter amendment proposal by Cimarex stockholders at the Cimarex special meeting and the approval of the Cabot issuance proposal by Cabot stockholders at the Cabot special meeting, the transaction is expected to close in the fourth quarter of 2021. However, neither Cabot nor Cimarex can predict the actual date on which the merger will be completed, nor can the parties assure that the merger will be completed, because completion is subject to conditions beyond either company’s control. In addition, if the merger is not completed by January 23, 2022, either Cabot or Cimarex may choose not to proceed with the merger by terminating the merger agreement.
Q:
If I am a Cimarex stockholder, how will I receive the merger consideration to which I am entitled?
A:
If you are a holder of certificates that represent eligible shares of Cimarex common stock (which we refer to as “Cimarex common stock certificates”), a notice advising you of the effectiveness of the merger and a letter of transmittal and instructions for the surrender of your Cimarex common stock certificates will be mailed to you as soon as practicable after the effective time of the merger, but in no event more than two business days after the closing date of the merger. After receiving proper documentation from you, Equiniti Trust Company (which we refer to as the “exchange agent”), will send to you (1) a statement reflecting the aggregate whole number of shares of Cabot common stock (which will be in
 
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uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement and (2) a check in the amount equal to the cash payable in lieu of any fractional shares of Cabot common stock and dividends and other distributions on the shares of Cabot common stock issuable to you as merger consideration.
If you are a holder of book-entry shares representing eligible shares of Cimarex common stock (which we refer to as “Cimarex book-entry shares”) which are held through the Depository Trust Company (which we refer to as “DTC”), the exchange agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the closing date, but in no event more than two business days after the closing date of the merger, the merger consideration, cash in lieu of any fractional shares of Cabot common stock and any dividends and other distributions on the shares of Cabot common stock issuable as merger consideration, in each case, that DTC has the right to receive.
If you are a holder of record of Cimarex book-entry shares which are not held through DTC, the exchange agent will deliver to you, as soon as practicable after the effective time of the merger, (1) a notice advising you of the effectiveness of the merger, (2) a statement reflecting the aggregate whole number of shares of Cabot common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement and (3) a check in the amount equal to the cash payable in lieu of any fractional shares of Cabot common stock and dividends and other distributions on the shares of Cabot common stock issuable to you as merger consideration.
No interest will be paid or accrued on any amount payable for shares of Cimarex common stock eligible to receive the merger consideration pursuant to the merger agreement.
For additional information on the exchange of Cimarex common stock for the merger consideration, see the section entitled “The Merger Agreement — Payment for Securities; Exchange.
Q:
If I am a holder of Cimarex common stock certificates, do I need to send in my stock certificates at this time to receive the merger consideration?
A:
No.   Please DO NOT send your Cimarex common stock certificates with your proxy card. You should carefully review and follow the instructions set forth in the letter of transmittal, which will be mailed to you separately from the proxy materials, regarding the surrender of your stock certificates.
Q:
If I am a holder of Cimarex common stock, will the shares of Cabot common stock issued in the merger receive a dividend?
A:
After the completion of the merger, the shares of Cabot common stock issued in connection with the merger will carry with them the right to receive the same dividends on shares of Cabot common stock as all other holders of shares of Cabot common stock, for any dividend the record date that occurs after the merger is completed.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
Cabot.   Cabot has retained MacKenzie Partners, Inc. (which we refer to as “MacKenzie Partners”) to assist in the solicitation process. Cabot has paid MacKenzie Partners a fee of $20,000, which may be supplemented by an additional fee to be mutually agreed upon in the event of a contested solicitation or public opposition to the merger, as well as reasonable and customary documented expenses. Cabot also has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).
Cimarex.   Cimarex has retained Innisfree M&A Incorporated (which we refer to as “Innisfree”) 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, as well as reasonable and customary documented expenses. Cimarex also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).
Q:
What is “householding”?
A:
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than
 
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one account holding Cabot common stock but who share the same address, Cabot has adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and last name will receive only one copy of this joint proxy statement/prospectus until such time as one or more of these stockholders notifies Cabot that they want to receive separate copies. In addition, the broker, bank or other nominee for any stockholder who is a beneficial owner of Cabot common stock may deliver only one copy of this joint proxy statement/prospectus to multiple stockholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the Cabot stockholders. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Cabot stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.
Cimarex has also elected to institute householding.
Q:
What should I do now?
A:
You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by phone or the Internet as soon as possible so that your shares of Cabot and/or Cimarex common stock will be voted in accordance with your instructions.
Q:
Who can answer my questions about the Cabot and/or Cimarex special meeting or the transactions contemplated by the merger agreement?
A:
Cabot stockholders.   If you have any questions about the Cabot special meeting or the information contained in this joint statement/prospectus or desire additional copies of this joint proxy statement/prospectus or additional proxies, contact Cabot’s proxy solicitor:
1407 Broadway, 27th Floor
New York, New York 10018
Banks and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: (800) 322-2885
Email: proxy@mackenziepartners.com
Cimarex stockholders.   If you have questions about the Cimarex special meeting or the information contained in this joint proxy statement/prospectus, or desire additional copies of this joint proxy statement/prospectus or additional proxies, contact Cimarex’s proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor, New York, NY 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (877) 717-3936
Q:
Where can I find more information about Cabot, Cimarex and the merger?
A:
You can find out more information about Cabot, Cimarex and the merger by reading this joint proxy statement/prospectus and, with respect to Cabot and Cimarex, from various sources described in the section entitled “Where You Can Find More Information.
 
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SUMMARY
This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this joint proxy statement/prospectus and its annexes carefully and in its entirety and the other documents to which Cabot and Cimarex refer before you decide how to vote with respect to the proposals to be considered and voted on at the special meeting for your company. In addition, Cabot and Cimarex incorporate by reference important business and financial information about Cabot and Cimarex into this joint proxy statement/prospectus, as further described in the section entitled “Where You Can Find More Information” beginning on page 214. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 214. Each item in this summary includes a page reference directing you to a more complete description of that item in this joint proxy statement/prospectus.
Information About the Companies (page 59)
Cabot Oil & Gas Corporation
Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
Phone: (281) 589-4600
Cabot is an independent oil and gas company engaged in the development, exploitation, exploration and production of oil and gas properties exclusively onshore in the United States. Cabot’s assets are concentrated in the Marcellus Shale, in areas with known hydrocarbon resources which are conducive to multi-well, repeatable drilling programs. As of December 31, 2020, Cabot had approximately 13.7 trillion cubic feet of natural gas equivalent (which we refer to as “Tcfe”) of total proved reserves. Cabot’s 2020 net production was 100% natural gas from the Marcellus Shale in northeastern Pennsylvania. Cabot’s common stock is listed on the NYSE, trading under the symbol “COG.”
For additional information about Cabot and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 214.
Cimarex Energy Co.
1700 Lincoln Street, Suite 3700
Denver, Colorado 80203
Phone: (303) 295-3995
Cimarex, a Delaware corporation formed in 2002, is an independent oil and gas exploration and production company. Its operations are located entirely within the United States of America, mainly in Texas, New Mexico and Oklahoma. Currently, its operations are focused in two main areas: the Permian Basin and the Mid-Continent region. The Permian Basin region encompasses west Texas and southeast New Mexico. The Mid-Continent region consists of portions of Oklahoma. Cimarex’s common stock is listed on the NYSE, trading under the symbol “XEC.”
For additional information about Cimarex and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 214.
Double C Merger Sub, Inc.
c/o Cabot Oil & Gas Corporation
Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
Phone: (281) 589-4600
 
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Merger Sub is a direct, wholly owned subsidiary of Cabot. Upon the completion of the merger, Merger Sub will cease to exist. Merger Sub was incorporated in Delaware on May 21, 2021 for the sole purpose of effecting the merger.
The Merger and the Merger Agreement (page 136)
The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety. Cabot and Cimarex encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.
The Cabot board and Cimarex board each has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Pursuant to the terms and subject to the conditions included in the merger agreement, Cabot has agreed to acquire Cimarex by means of a merger of Merger Sub with and into Cimarex, with Cimarex surviving the merger as a wholly owned subsidiary of Cabot.
Merger Consideration (page 138)
As a result of the merger, each eligible share of Cimarex common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 4.0146 shares of Cabot common stock (the merger consideration).
Cimarex stockholders will not be entitled to receive any fractional shares of Cabot common stock in the merger, and no Cimarex stockholders will be entitled to dividends, voting rights or any other rights in respect of any fractional shares of Cabot common stock. Cimarex stockholders that would have otherwise been entitled to receive a fractional share of Cabot common stock will instead be entitled to receive, in lieu of such fractional shares of Cabot common stock, cash (without interest) in an amount equal to the product of (1) the aggregate net cash proceeds as determined by the next sentence and (2) a fraction, the numerator of which is such fractional part of a share of Cabot common stock, and the denominator is the number of shares of Cabot common stock constituting a portion of the exchange fund as represents the aggregate of all fractional entitlements of all Cimarex stockholders. As promptly as possible following the effective time of the merger, the exchange agent will sell at then-prevailing prices on the NYSE such number of shares of Cabot common stock constituting a portion of the exchange fund as represents the aggregate of all fractional entitlements of all Cimarex stockholders, with the cash proceeds (net of all commissions, transfer taxes and other out-of-pocket costs and expenses of the exchange agent incurred in connection with such sales) of such sales to be used by the exchange agent to fund the foregoing payments in lieu of fractional shares.
Risk Factors (page 42)
The merger and an investment in Cabot common stock involve risks, some of which are related to the transactions contemplated by the merger agreement. You should carefully consider the information about these risks set forth under the section entitled “Risk Factors” beginning on page 42, together with the other information included or incorporated by reference in this joint proxy statement/prospectus, particularly the risk factors contained in Cabot’s and Cimarex’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Cimarex stockholders should carefully consider those risk factors before deciding how to vote with respect to the Cimarex merger proposal, the Cimarex charter amendment proposal and the Cimarex non-binding compensation advisory proposal to be considered and voted on at the Cimarex special meeting, and Cabot stockholders should carefully consider those risk factors before deciding how to vote with respect to the Cabot issuance proposal and the Cabot charter amendment proposal to be considered and voted on at the Cabot special meeting. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 214.
Treatment of Cimarex Equity Awards (page 139)
Cimarex Restricted Share Awards
At the effective time of the merger, each outstanding Cimarex restricted share award that was granted prior to May 23, 2021 (other than awards granted to Thomas E. Jorden) and/or that is held by a non-employee member of the Cimarex board will (1) if subject solely to time-based vesting, automatically become
 
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fully vested and be cancelled and converted into the right to receive the merger consideration with respect to such shares of Cimarex common stock (less required withholdings), and (2) if subject to performance-based vesting, become vested at the greater of the target level of performance and the level determined or certified by the Cimarex board or the compensation committee of the Cimarex board based on the results achieved during the applicable performance period, which period will be deemed to end on the latest practicable date prior to the effective time of the merger, and be cancelled and converted into the right to receive the merger consideration with respect to each vested share of Cimarex common stock subject to such Cimarex restricted share award (without interest and less applicable tax withholding); provided that for each Cimarex restricted share award subject to performance-based vesting that was granted in 2020 and in accordance with the award agreements for those grants, if the level of vesting determined is greater than the target level, then each vested share of Cimarex common stock that is in excess of the target number of shares of Cimarex common stock subject to such Cimarex restricted share award will instead be converted into the right to receive the cash value of the merger consideration, which will be equal to the product of (1) the exchange ratio multiplied by (2) the volume-weighted-average price of Cimarex common stock for the five consecutive trading days ending two business days prior to the closing date as reported by Bloomberg, L.P., which we refer to as the “cash equivalent merger consideration.” In addition, each holder of a Cimarex restricted share award that is subject to performance-based vesting will be entitled to receive a lump-sum cash payment equal to the accumulated and unpaid dividends credited with respect to such award as of immediately prior to the effective time of the merger.
At the effective time of the merger, each other Cimarex restricted share award (including all awards held by Mr. Jorden, whether granted prior to or after May 23, 2021) will be converted automatically into an adjusted restricted stock award subject to vesting, repurchase or other lapse restriction with the same terms and conditions as were applicable to such Cimarex restricted share award immediately prior to the effective time of the merger (including vesting terms), and relating to the number of shares of Cabot common stock equal to the product of (1) the number of shares of Cimarex common stock subject to such Cimarex restricted share award immediately prior to the effective time multiplied by (2) the exchange ratio, with any fractional shares rounded to the nearest whole number of shares of Cabot common stock. No such restricted stock awards granted after May 23, 2021 will provide for “single-trigger” vesting upon the closing of the merger.
Cimarex DSU Awards
At the effective time of the merger, each then outstanding Cimarex DSU award will automatically be cancelled and converted into the right to receive the merger consideration with respect to the shares of Cimarex common stock subject to such Cimarex DSU award (provided that any fractional shares otherwise deliverable in respect of each Cimarex DSU award will be rounded up to a whole share); provided that, if any Cimarex DSU award cannot be paid at the effective time of the merger without the application of a penalty under Section 409A of the Code, such Cimarex DSU award will instead be cancelled and converted automatically into a deferred stock unit award of shares of Cabot common stock subject to the same terms and conditions as were applicable to such Cimarex DSU award immediately prior to the effective time of the merger, and relating to the number of shares of Cabot common stock equal to the product of (1) the number of shares of Cimarex common stock subject to such Cimarex DSU award immediately prior to the effective time of the merger multiplied by (2) the exchange ratio, with any fractional shares rounded to the nearest whole number of shares of Cabot common stock.
Cimarex Option Awards
At the effective time of the merger, each Cimarex option award will, to the extent unvested, automatically become fully vested and will be converted automatically into an adjusted option award to purchase, on the same terms and conditions as were applicable to such Cimarex option award immediately prior to the effective time of the merger, the number of shares of Cabot common stock (rounded down to the nearest whole number of shares of Cabot common stock) equal to the product of (1) the number of shares of Cimarex common stock subject to such Cimarex option award immediately prior to the effective time of the merger multiplied by (2) the exchange ratio, which adjusted option award will have an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of
 
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Cimarex common stock of such Cimarex option award immediately prior to the effective time of the merger by (B) the exchange ratio.
Recommendation of the Cabot Board of Directors and Reasons for the Merger (page 86)
The Cabot board unanimously recommends that you vote “FOR” the Cabot issuance proposal and “FOR” the Cabot charter amendment proposal. For the factors considered by the Cabot board in reaching this decision and additional information on the recommendation of the Cabot board, see the section entitled “The Merger — Recommendation of the Cabot Board of Directors and Reasons for the Merger” beginning on page 86.
Recommendation of the Cimarex Board of Directors and Reasons for the Merger (page 97)
The Cimarex board unanimously recommends that you vote “FOR” the Cimarex merger proposal, “FOR” the Cimarex charter amendment proposal and “FOR” the Cimarex non-binding compensation advisory proposal. For the factors considered by the Cimarex board in reaching this decision and additional information on the recommendation of the Cimarex board, see the section entitled “The Merger — Recommendation of the Cimarex Board of Directors and Reasons for the Merger” beginning on page 97.
Opinions of Financial Advisors (pages 91 and 101)
Opinion of J.P. Morgan Securities LLC, Cabot’s Financial Advisor
Pursuant to an engagement letter, Cabot retained J.P. Morgan Securities LLC (which we refer to as “J.P. Morgan”) as its financial advisor in connection with the merger.
At the meeting of the Cabot board on May 23, 2021, J.P. Morgan rendered its oral opinion to the Cabot board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio was fair, from a financial point of view, to Cabot. J.P. Morgan has confirmed its May 23, 2021 oral opinion by delivering its written opinion, dated as of May 23, 2021, to the Cabot board that, as of such date, the exchange ratio was fair, from a financial point of view, to Cabot.
The full text of the written opinion of J.P. Morgan, dated as of May 23, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Cabot’s stockholders are urged to read J.P. Morgan’s opinion in its entirety. J.P. Morgan’s opinion was addressed to the Cabot board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the exchange ratio in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any class of securities, creditors or other constituencies of Cabot, or as to the underlying decision by Cabot to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Cabot as to how such stockholder should vote with respect to the Cabot issuance proposal or any other matter. For a description of the opinion that the Cabot board received from J.P. Morgan, see the section entitled “The Merger — Opinion of J.P. Morgan Securities LLC, Cabot’s Financial Advisor” beginning on page 91.
For additional information, see the section entitled “The Merger — Opinion of J.P. Morgan Securities LLC, Cabot’s Financial Advisor” beginning on page 91 and the full text of the written opinion of J.P. Morgan attached as Annex B of this joint proxy statement/prospectus.
Opinion of Tudor, Pickering, Holt & Co., Cimarex’s Financial Advisor
On May 23, 2021, at a meeting of the Cimarex board held to evaluate the proposed merger, Tudor, Pickering, Holt & Co., the energy investment and merchant banking business of Perella Weinberg Partners
 
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LP (which we refer to as “TPH”), delivered an oral opinion, which opinion was subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the assumptions TPH made, procedures followed, factors considered and qualifications and limitations on the review undertaken as set forth in the opinion and based upon other matters as TPH considered relevant, the merger consideration to be paid to the holders of outstanding shares of Cimarex common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. TPH subsequently confirmed its oral opinion in writing, dated May 23, 2021, to the Cimarex board.
TPH’s opinion was directed to the Cimarex board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of outstanding Cimarex common stock of the merger consideration to be paid to such holders in the merger pursuant to the merger agreement and did not address any other term, aspect or implication (financial or otherwise) of the merger. The summary of TPH’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this joint proxy statement/prospectus and sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken and other matters considered by TPH in preparing its opinion. However, neither TPH’s written opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and they do not constitute, advice or a recommendation to any stockholder as to how such holder should vote or act on any matter relating to the merger.
For additional information, see the section entitled “The Merger — Opinion of Tudor, Pickering, Holt & Co., Cimarex’s Financial Advisor” beginning on page 101 and the full text of the written opinion of TPH attached as Annex C of this joint proxy statement/prospectus.
Special Meeting of Cabot Stockholders (page 60)
Date, Time, Place and Purpose of the Cabot Special Meeting
The Cabot special meeting will be held virtually via live webcast on September 29, 2021 at 10:00 a.m. Central Daylight Time. Because the Cabot special meeting is completely virtual and being conducted via live webcast, Cabot stockholders will not be able to attend the Cabot special meeting in person. Cabot stockholders will be able to attend the Cabot special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/COG2021SM, which we refer to as the Cabot special meeting website. Cabot stockholders will need the 16-digit control number found on their proxy cards in order to access the Cabot special meeting website.
The purpose of the Cabot special meeting is to consider and vote on the Cabot issuance proposal and the Cabot charter amendment proposal. Approval of the Cabot issuance proposal is a condition to the obligation of Cabot and Cimarex to complete the merger.
Record Date and Outstanding Shares of Cabot Common Stock
Only holders of record of issued and outstanding shares of Cabot common stock as of the close of business on August 10, 2021, the record date for the Cabot special meeting, are entitled to notice of, and to vote at, the Cabot special meeting, whether via the Cabot special meeting website or by proxy, or any adjournment or postponement of the Cabot special meeting.
As of the close of business on the record date, there were 399,664,181 shares of Cabot common stock issued and outstanding and entitled to vote at the Cabot special meeting. Cabot stockholders may cast one vote for each share of Cabot common stock held by them as of the close of business on the record date.
A complete list of Cabot stockholders entitled to vote at the Cabot special meeting will be available for inspection at Cabot’s offices in Houston, Texas during ordinary business hours for a period of no less than 10 days before the Cabot special meeting. If you would like to examine the list of Cabot stockholders, please contact the Cabot Corporate Secretary at Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024. If Cabot’s headquarters are closed to visitors for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of Cabot stockholders will be made available for inspection upon request to the Cabot Corporate Secretary, subject to the satisfactory verification
 
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of stockholder status. The list of Cabot stockholders entitled to vote at the Cabot special meeting will also be made available for inspection during the Cabot special meeting via the Cabot special meeting website.
Quorum; Abstentions, Failure to Vote and Broker Non-Votes
A quorum of Cabot stockholders is necessary for Cabot to conduct business with respect to a proposal. Under the Cabot bylaws, the presence at the Cabot special meeting, whether via the Cabot special meeting website or by proxy, of the majority in interest of all shares of Cabot common stock issued and outstanding and entitled to vote on each of the Cabot proposals will be necessary to establish a quorum with respect to such proposal. If you submit a properly executed proxy card, even if you vote “against” the proposal or vote to “abstain” in respect of the proposal, your shares of Cabot common stock will be counted for purposes of calculating whether a quorum is present.
If you are a stockholder of record and you do not provide your proxy by signing and returning your proxy card or via the Internet, by telephone or vote at the Cabot special meeting via the Cabot special meeting website, your shares will not be voted with respect to a proposal at the Cabot special meeting, will not be counted as present via the Cabot special meeting website or by proxy with respect to a proposal at the Cabot special meeting and will not be counted as present for purposes of determining whether a quorum exists.
Because the Cabot issuance proposal is non-routine under applicable NYSE rules, brokers, banks and other nominees do not have discretionary authority to vote on the Cabot issuance proposal and will not be able to vote on the Cabot issuance proposal absent instructions from the beneficial owner. Accordingly, the failure of a beneficial owner to provide voting instructions to its broker, bank, or other nominee will result in a broker non-vote, which will not be considered present and entitled to vote on the Cabot issuance proposal for the purpose of determining the presence of a quorum with respect to the vote thereon.
Executed but unvoted proxies will be voted in accordance with the recommendation of the Cabot board.
Required Vote to Approve the Cabot Issuance Proposal
The affirmative vote of a majority of the shares of Cabot common stock present at the Cabot special meeting, whether present via the Cabot special meeting website or by proxy, and entitled to vote on the proposal is required to approve the Cabot issuance proposal. Abstentions are considered shares of Cabot common stock present and entitled to vote and will have the same effect as a vote “AGAINST” the Cabot issuance proposal.
The Cabot issuance proposal is described in the section entitled “Cabot Proposals” beginning on page 65.
Required Vote to Approve the Cabot Charter Amendment Proposal
The approval by a majority of the outstanding shares of Cabot common stock entitled to vote on the proposal is required to approve the Cabot charter amendment proposal. Abstentions and failures by any record holder of shares of Cabot common stock to submit a vote (e.g., by not submitting a proxy and not voting via the Cabot special meeting website) are considered shares of Cabot common stock entitled to vote on the proposal and will have the same effect as a vote “AGAINST” the Cabot charter amendment proposal.
The Cabot charter amendment proposal is described in the section entitled “Cabot Proposals” beginning on page 65.
Voting by Directors and Executive Officers
As of August 6, 2021, Cabot directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 8,293,209 shares of Cabot common stock, or approximately 2.1% of the total outstanding shares of Cabot common stock as of August 6, 2021.
Cabot currently expects that all of its directors and executive officers will vote their shares “FOR” the Cabot issuance proposal and “FOR” the Cabot charter amendment proposal.
 
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Adjournment
If a quorum is not present or if there are not sufficient votes for the approval of the Cabot issuance proposal, Cabot expects that the Cabot special meeting will be adjourned by the chairman of the Cabot special meeting to solicit additional proxies in accordance with the merger agreement. At any subsequent reconvening of the Cabot special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Cabot special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting
Special Meeting of Cimarex Stockholders (page 67)
Date, Time, Place and Purpose of the Cimarex Special Meeting
The Cimarex special meeting will be held virtually via the Internet on September 29, 2021, at 9:00 a.m., Mountain Daylight Time. In light of ongoing developments related to the coronavirus (COVID-19) pandemic, the Cimarex special meeting will be held solely via live webcast and there will not be a physical meeting location. Cimarex stockholders will be able to attend the Cimarex special meeting online and vote their shares electronically during the meeting by visiting www.viewproxy.com/cimarexsm/2021, which we refer to as the Cimarex special meeting website.
The purpose of the Cimarex special meeting is to consider and vote on the Cimarex merger proposal, the Cimarex charter amendment proposal and the Cimarex non-binding compensation advisory proposal. Approval of each of the Cimarex merger proposal and the Cimarex charter amendment proposal are conditions to the obligation of Cimarex and Cabot to complete the merger. In addition, approval of the Cimarex charter amendment proposal is necessary to permit receipt of the tax opinion that is a condition to Cimarex’s obligation to complete the merger. Approval of the Cimarex non-binding compensation advisory proposal is not a condition to the obligation of either Cabot or Cimarex to complete the merger.
Record Date and Outstanding Shares of Cimarex Common Stock
Only holders of record of issued and outstanding shares of Cimarex common stock as of the close of business on August 10, 2021, the record date for the Cimarex special meeting, are entitled to notice of, and to vote at, the Cimarex special meeting via the Cimarex special meeting website or any adjournment or postponement of the Cimarex special meeting.
As of the close of business on the record date, there were 102,826,233 shares of Cimarex common stock issued and outstanding and entitled to vote at the Cimarex special meeting. Cimarex stockholders may cast one vote for each share of Cimarex common stock held by them as of the close of business on the record date.
A complete list of Cimarex stockholders entitled to vote at the Cimarex special meeting will be available for inspection at Cimarex’s principal place of business during regular business hours for a period of no less than 10 days before the Cimarex special meeting at 1700 Lincoln Street, Suite 3700, Denver, Colorado 80203. If Cimarex’s headquarters are closed to visitors for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of Cimarex stockholders will be made available for inspection upon request to Cimarex’s corporate secretary, subject to the satisfactory verification of stockholder status. The list of Cimarex stockholders entitled to vote at the Cimarex special meeting will also be made available for inspection during the Cimarex special meeting via the Cimarex special meeting website.
Quorum; Abstentions and Broker Non-Votes
A quorum of Cimarex stockholders is necessary for Cimarex to hold a valid meeting. The presence at the Cimarex special meeting, via the Cimarex special meeting website or by proxy, of the holders of a majority of the outstanding shares of Cimarex common stock entitled to vote at the Cimarex special meeting constitutes a quorum.
If you submit a properly executed proxy card, even if you do not vote for any proposal or vote to “abstain” in respect of each proposal, your shares of Cimarex common stock will be counted for purposes
 
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of calculating whether a quorum is present for the transaction of business at the Cimarex special meeting. Cimarex common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and Cimarex common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the Cimarex special meeting for the purpose of determining the presence of a quorum.
A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. It is not expected that there will be any broker non-votes at the Cimarex special meeting. However, if there are any broker non-votes, the shares will not be considered present and entitled to vote at the Cimarex special meeting for the purpose of determining the presence of a quorum.
Executed but unvoted proxies will be voted in accordance with the recommendation of the Cimarex board.
Required Vote to Approve the Cimarex Merger Proposal
Approval of the Cimarex merger proposal requires the affirmative vote of a majority of the outstanding shares of Cimarex common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Cimarex merger proposal. Failure to vote on the Cimarex merger proposal will have the same effect as a vote “AGAINST” the Cimarex merger proposal.
The Cimarex merger proposal is described in the section entitled “Cimarex Proposals” beginning on page 72.
Required Vote to Approve the Cimarex Charter Amendment Proposal
Approval of the Cimarex charter amendment proposal requires the affirmative vote of a majority of the outstanding shares of Cimarex common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Cimarex charter amendment proposal. Failure to vote on the Cimarex charter amendment proposal will have the same effect as a vote “AGAINST” the Cimarex charter amendment proposal.
The Cimarex charter amendment proposal is described in the section entitled “Cimarex Proposals” beginning on page 72.
Required Vote to Approve the Cimarex Non-Binding Compensation Advisory Proposal
Approval of the Cimarex non-binding compensation advisory proposal requires the affirmative vote of a majority of the votes of Cimarex common stock present via the Cimarex special meeting website or represented by proxy at the Cimarex special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the non-binding compensation advisory proposal, and broker non-votes will have no effect on the outcome of the vote.
The Cimarex non-binding compensation advisory proposal is described in the section entitled “Cimarex Proposals” beginning on page 72.
Voting by Directors and Executive Officers
As of August 6, 2021, Cimarex directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 2,449,954 shares of Cimarex common stock, or 2.4% of the total outstanding shares of Cimarex common stock as of August 6, 2021.
Cimarex currently expects that all of its directors and executive officers will vote their shares “FOR” the Cimarex merger proposal, “FOR” the Cimarex charter amendment proposal and “FOR” the Cimarex non-binding compensation advisory proposal.
Adjournment
If a quorum is not present or if there are not sufficient votes for the approval of the Cimarex merger proposal or the Cimarex charter amendment proposal, Cimarex expects that the Cimarex special meeting
 
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will be adjourned by the chairman of the Cimarex special meeting to solicit additional proxies in accordance with the merger agreement. At any subsequent reconvening of the Cimarex special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Cimarex special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.
Board of Directors and Management of Cabot Following the Completion of the Merger (page 120)
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 as of the effective time of the merger to be ten and (2) the Cabot board as of the effective time of the merger to be composed of (A) five persons who are current members of the Cabot board (which we refer to as the “designated Cabot directors”) to be selected by the Cabot board prior to the effective time of the merger, one of whom will be Dan O. Dinges, and (B) five persons who are current members of the Cimarex board (which we refer to as the “designated Cimarex directors”) to be selected by the Cimarex board prior to the effective time of the merger, one of whom will be Thomas E. Jorden. From and after the effective time of the merger, each person designated as a director of Cabot will serve as a director until such person’s successor will be appointed or such person’s earlier death, resignation or removal in accordance with the organizational documents of Cabot.
At the effective time of the merger, Mr. Dinges will be appointed to serve as the Executive Chairman of the Cabot board, Mr. Jorden will be appointed to serve as the President and Chief Executive Officer of Cabot, Scott C. Schroeder will be appointed to serve as the Executive Vice President and Chief Financial Officer of Cabot, Stephen P. Bell will be appointed to serve as the Executive Vice President — Business Development of Cabot, Steven W. Lindeman will be appointed to serve as the Senior Vice President — Production and Operations of Cabot, Francis B. Barron will be appointed to serve as the Senior Vice President and General Counsel of Cabot, Christopher H. Clason will be appointed to serve as the Senior Vice President and Chief Human Resources Officer of Cabot, Kevin Smith will be appointed to serve as the Vice President and Chief Technology Officer of Cabot, an individual designated by Cimarex will be appointed to serve as the Senior Vice President of Business Units of Cabot, and each such officer will serve until such officer’s successor is appointed or such officer’s earlier death, resignation, retirement, disqualification or removal in accordance with the organizational documents of Cabot. If, before the effective time of the merger, any such person is unable or unwilling to serve as an officer of Cabot, then a substitute officer will be selected by mutual agreement of Cabot and Cimarex.
Interests of Cimarex Directors and Executive Officers in the Merger (page 120)
In considering the recommendation of the Cimarex board with respect to the Cimarex merger proposal, the Cimarex charter amendment proposal and the Cimarex non-binding compensation advisory proposal, Cimarex stockholders should be aware that the directors and executive officers of Cimarex have interests in the merger that may be different from, or in addition to, the interests of Cimarex stockholders generally. The members of the Cimarex board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and in determining to recommend that Cimarex stockholders approve the Cimarex merger proposal and the Cimarex charter amendment proposal.
Interests of Cabot Directors and Executive Officers in the Merger (page 126)
In considering the recommendation of the Cabot board with respect to the Cabot issuance proposal and the Cabot charter amendment proposal, Cabot stockholders should be aware that the directors and executive officers of Cabot have interests in the merger that may be different from, or in addition to, the interests of Cabot stockholders generally. The members of the Cabot board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and in determining to recommend that Cabot stockholders approve the Cabot issuance proposal and the Cabot charter amendment proposal.
 
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Conditions to the Completion of the Merger (page 170)
Each party’s obligation to complete the merger is subject to the satisfaction or waiver of the following mutual conditions:

Cabot Stockholder Approval.   The Cabot issuance proposal must have been approved in accordance with applicable law and the Cabot organizational documents, as applicable.

Cimarex Stockholder Approval.   The Cimarex merger proposal and the Cimarex charter amendment proposal must have each been approved in accordance with applicable law and the Cimarex organizational documents, as applicable.

Regulatory Approval.   Any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the “HSR Act”), applicable to the merger and the other transactions contemplated by the merger agreement must have expired or been terminated. On July 14, 2021, the pre-merger waiting period under the HSR Act expired.

No Injunctions or Restraints.   Any governmental entity having jurisdiction over Cabot, Cimarex and Merger Sub must not have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the merger, and any law that makes the consummation of the merger illegal or otherwise prohibited must not have been adopted.

Effectiveness of the Registration Statement.   The registration statement, of which this joint proxy statement/prospectus forms a part, must have been declared effective by the SEC under the Securities Act and must not be the subject of any stop order or proceedings seeking a stop order.

NYSE Listing.   The shares of Cabot common stock issuable to Cimarex stockholders pursuant to the merger agreement must have been authorized for listing on the NYSE, upon official notice of issuance.
The obligations of Cabot and Merger Sub to complete the merger are subject to the satisfaction or waiver of further conditions, including:

the accuracy of the representations and warranties of Cimarex contained in the merger agreement as of May 23, 2021 and as of the closing date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the merger agreement;

Cimarex having performed and complied with in all material respects all of its obligations under the merger agreement required to be performed or complied with at or prior to the effective time of the merger; and

Cabot having received a certificate of Cimarex signed by an executive officer of Cimarex, dated as of the closing date, confirming that the conditions set forth in the two bullets directly above have been satisfied.
The obligation of Cimarex to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

the accuracy of the representations and warranties of Cabot contained in the merger agreement as of May 23, 2021 and as of the closing date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the merger agreement;

Cabot and Merger Sub having performed and complied with in all material respects all of their respective obligations under the merger agreement required to be performed or complied with by them at or prior to the effective time of the merger;

Cimarex having received a certificate of Cabot signed by an executive officer of Cabot, dated as of the closing date, confirming that the conditions in the two bullets directly above have been satisfied; and
 
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Cimarex having received the opinion from external counsel, dated as of the closing date, in form and substance reasonably satisfactory to Cimarex, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
No Solicitation (page 151)
No Solicitation by Cabot
Cabot has agreed that, from and after May 23, 2021, Cabot and its officers and directors will, will cause Cabot’s subsidiaries and their respective officers and directors to, and will use their reasonable best efforts to cause the other representatives of Cabot and its subsidiaries to, immediately cease, and cause to be terminated, any discussion or negotiations ongoing with any third party with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a “Cabot competing proposal” (as such term is defined in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Definitions of Competing Proposals” beginning on page 160).
Cabot has also agreed that, from and after May 23, 2021, Cabot and its officers and directors will not, will cause Cabot’s subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other representatives of Cabot and its subsidiaries not to, directly or indirectly:

initiate, solicit, propose, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information) any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a Cabot competing proposal;

engage in, continue or otherwise participate in any discussions with any person with respect to or negotiations with any person with respect to, relating to, or in furtherance of a Cabot competing proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Cabot competing proposal;

furnish any non-public information regarding Cabot or its subsidiaries, or access to the properties, assets or employees of Cabot or its subsidiaries, to any person in connection with or in response to any Cabot competing proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Cabot competing proposal;

approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent or agreement in principle, or other agreement providing for a Cabot competing proposal (other than certain confidentiality agreements entered into as permitted by the merger agreement); or

submit any Cabot competing proposal to the vote of Cabot stockholders.
Notwithstanding the agreements described above, prior to, but not after, the time the Cabot issuance proposal has been approved by Cabot stockholders, Cabot and its representatives may engage in the activities described in the second and third bullets directly above with any person if Cabot receives a bona fide written Cabot competing proposal from such person that was not solicited at any time after May 23, 2021 in breach of the obligations described in “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation by Cabot” beginning on page 151; provided, however, that:

no information that is prohibited from being furnished pursuant to the “no solicitation” obligations described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation by Cabot” may be furnished until Cabot receives an executed confidentiality agreement, subject to certain conditions, including that the terms of such confidentiality agreement are no less favorable to Cabot in the aggregate than the terms of the Confidentiality Agreement, dated March 18, 2021, between Cimarex and Cabot (including standstill restrictions), as determined by the Cabot board in good faith after consultation with its legal counsel;

any non-public information furnished to such person will have previously been made available to Cimarex or is made available to Cimarex prior to or concurrently with the time such information is made available to such person; and
 
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prior to taking any such actions, the Cabot board or any committee of the Cabot board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Cabot competing proposal is, or would reasonably be expected to lead to, a Cabot superior proposal.
Notwithstanding the above-described restrictions, Cabot or any of its representatives may, in response to an inquiry or proposal from a third party, inform a third party or its representative of the “no solicitation” obligations described above (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted under the merger agreement).
No Solicitation by Cimarex
Cimarex has agreed that, from and after May 23, 2021, Cimarex and its officers and directors will, will cause Cimarex’s subsidiaries and their respective officers and directors to, and will use their reasonable best efforts to cause the other representatives of Cimarex and its subsidiaries to, immediately cease, and cause to be terminated, any discussion or negotiations ongoing with any third party with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a “Cimarex competing proposal” (as such term is defined in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Definitions of Competing Proposals” beginning on page 160).
Cimarex has also agreed that, from and after May 23, 2021, Cimarex and its officers and directors will not, will cause Cimarex’s subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other representatives of Cimarex and its subsidiaries not to, directly or indirectly:

initiate, solicit, propose, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information) any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a Cimarex competing proposal;

engage in, continue or otherwise participate in any discussions with any person with respect to or negotiations with any person with respect to, relating to, or in furtherance of a Cimarex competing proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Cimarex competing proposal;

furnish any non-public information regarding Cimarex or its subsidiaries, or access to the properties, assets or employees of Cimarex or its subsidiaries, to any person in connection with or in response to any Cimarex competing proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Cimarex competing proposal;

approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent or agreement in principle, or other agreement providing for a Cimarex competing proposal (other than certain confidentiality agreements entered into as permitted by the merger agreement); or

submit any Cimarex competing proposal to the vote of Cimarex stockholders.
Notwithstanding the agreements described above, prior to, but not after, the time the Cimarex merger proposal and the Cimarex charter amendment proposal have been approved by Cimarex stockholders, Cimarex and its representatives may engage in the activities described in the second and third bullets directly above with any person if Cimarex receives a bona fide written Cimarex competing proposal from such person that was not solicited at any time after May 23, 2021 in breach of the obligations described in “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation by Cimarex” beginning on page 153; provided, however, that:

no information that is prohibited from being furnished pursuant to the “no solicitation” obligations described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation by Cimarex” may be furnished until Cimarex receives an executed confidentiality agreement, subject to certain conditions, including that the terms of such confidentiality agreement are no less favorable to Cimarex in the aggregate than the terms of the Confidentiality Agreement, dated March 18, 2021, between Cimarex and Cabot (including standstill restrictions), as determined by the Cimarex board in good faith after consultation with its legal counsel;
 
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any non-public information furnished to such person will have previously been made available to Cabot or is made available to Cabot prior to or concurrently with the time such information is made available to such person; and

prior to taking any such actions, the Cimarex board or any committee of the Cimarex board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Cimarex competing proposal is, or would reasonably be expected to lead to, a Cimarex superior proposal.
Notwithstanding the above-described restrictions, Cimarex or any of its representatives may, in response to an inquiry or proposal from a third party, inform a third party or its representative of the “no solicitation” obligations described above (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted under the merger agreement).
Changes of Recommendation (page 151)
Cabot Restrictions on Changes of Recommendation
Subject to certain exceptions described below, the Cabot board may not effect a Cabot recommendation change (as defined in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Cabot: Restrictions on Changes of Recommendation” beginning on page 154).
Cimarex Restrictions on Changes of Recommendation
Subject to certain exceptions described below, the Cimarex board may not effect a Cimarex recommendation change (as defined in the section entitled “The Merger Agreement — No-Solicitation; Changes of Recommendation — Cimarex: Restrictions on Changes of Recommendation” beginning on page 155).
Cabot: Permitted Changes of Recommendation in Connection with a Cabot Superior Proposal
Prior to, but not after, the time the Cabot issuance proposal has been approved by Cabot stockholders, in response to a bona fide written Cabot competing proposal from a third party that was not solicited at any time following May 23, 2021 and did not arise from a breach of the “no solicitation” obligations described above and in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation by Cabot” beginning on page 151 the Cabot board may effect a Cabot recommendation change (but may not terminate the merger agreement) if:

the Cabot board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Cabot competing proposal is a Cabot superior proposal and, after consultation with its outside legal counsel, that the failure to effect a Cabot recommendation change in response to such Cabot superior proposal would be inconsistent with the fiduciary duties owed by the Cabot board to the stockholders of Cabot under applicable law; and

Cabot provides Cimarex written notice of such proposed action and the basis of such proposed action four business days in advance and complies with certain obligations, each as described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Cabot: Permitted Changes of Recommendation in Connection with a Cabot Superior Proposal” beginning on page 156.
Cabot: Permitted Changes of Recommendation in Connection with Intervening Events
Prior to, but not after, the time the Cabot issuance proposal has been approved by Cabot stockholders, in response to a Cabot intervening event (as defined in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Cabot: Permitted Changes of Recommendation in Connection with Intervening Events” beginning on page 157) that occurs or arises after May 23, 2021 and that did not arise from or in connection with a breach of the merger agreement by Cabot, Cabot may effect a Cabot recommendation change (but may not terminate the merger agreement) if:
 
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the Cabot board determines in good faith, after consultation with its financial advisors and outside legal counsel, that a Cabot intervening event has occurred and, after consultation with its outside legal counsel, that failure to effect a Cabot recommendation change in response to such Cabot intervening event would be inconsistent with the fiduciary duties owed by the Cabot board to the stockholders of Cabot under applicable law; and

Cabot provides Cimarex written notice of such proposed action and the basis of such proposed action four business days in advance (including a reasonably detailed description of the facts and circumstances of the Cabot intervening event) and complies with certain obligations, each as described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation —  Cabot: Permitted Changes of Recommendation in Connection with Intervening Events” beginning on page 157.
Cimarex: Permitted Changes of Recommendation in Connection with a Cimarex Superior Proposal
Prior to, but not after, the time the Cimarex merger proposal and the Cimarex charter amendment proposal have been approved by Cimarex stockholders, in response to a bona fide written Cimarex competing proposal from a third party that was not solicited at any time following May 23, 2021 and did not arise from a breach of the “no solicitation” obligations described above and in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation by Cimarex” beginning on page 153, the Cimarex board may effect a Cimarex recommendation change (but may not terminate the merger agreement) if:

the Cimarex board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Cimarex competing proposal is a Cimarex superior proposal and, after consultation with its outside legal counsel, that the failure to effect a Cimarex recommendation change in response to such Cimarex superior proposal would be inconsistent with the fiduciary duties owed by the Cimarex board to the stockholders of Cimarex under applicable law; and

Cimarex provides Cabot written notice of such proposed action and the basis of such proposed action four business days in advance and complies with certain obligations, each as described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Cimarex: Permitted Changes of Recommendation in Connection with a Cimarex Superior Proposal” beginning on page 158.
Cimarex: Permitted Changes of Recommendation in Connection with Intervening Events
Prior to, but not after, the time the Cimarex merger proposal and the Cimarex charter amendment proposal have been approved by Cimarex stockholders, in response to a Cimarex intervening event (as defined in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Cimarex: Permitted Changes of Recommendation in Connection with Intervening Events” beginning on page 158) that occurs or arises after May 23, 2021 and that did not arise from or in connection with a breach of the merger agreement by Cimarex, Cimarex may effect a Cimarex recommendation change (but may not terminate the merger agreement) if:

the Cimarex board determines in good faith, after consultation with its financial advisors and outside legal counsel, that a Cimarex intervening event has occurred and, after consultation with its outside legal counsel, that failure to effect a Cimarex recommendation change in response to such Cimarex intervening event would be inconsistent with the fiduciary duties owed by the Cimarex board to the stockholders of Cimarex under applicable law; and

Cimarex provides Cabot written notice of such proposed action and the basis of such proposed action four business days in advance (including a reasonably detailed description of the facts and circumstances of the Cimarex intervening event) and complies with certain obligations, each as described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Cimarex: Permitted Changes of Recommendation in Connection with Intervening Events” beginning on page 158.
Termination (page 172)
Cabot and Cimarex may terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger by mutual written consent of Cabot and Cimarex.
 
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The merger agreement may also be terminated by either Cabot or Cimarex at any time prior to the effective time of the merger in any of the following situations:

if any governmental entity having jurisdiction over any party has issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such order, decree, ruling or injunction or other action has become final and nonappealable, or if any law has been adopted that permanently makes the consummation of the merger illegal or otherwise permanently prohibited, so long as the terminating party has not breached any material covenant or agreement under the merger agreement that has caused, materially contributed to or resulted in such order, decree, ruling or injunction or other action;

upon an end date termination event (as defined in the section entitled “The Merger Agreement —  Termination — Termination Rights” beginning on page 172);

upon a Cimarex breach termination event or a Cabot breach termination event (as each term is defined in the section entitled “The Merger Agreement — Termination — Termination Rights” beginning on page 172); or

upon a Cimarex stockholder approval termination event or a Cabot stockholder approval termination event (as each term is defined in the section entitled “The Merger Agreement — Termination —  Termination Rights” beginning on page 172).
In addition, the merger agreement may be terminated by Cabot:

if prior to, but not after, the approval of each of the Cimarex merger proposal and the Cimarex charter amendment proposal by Cimarex stockholders, the Cimarex board or a committee of the Cimarex board has effected a Cimarex recommendation change; or

upon a Cimarex no solicitation breach termination event (as defined in the section entitled “The Merger Agreement — Termination — Termination Rights” beginning on page 172).
Further, the merger agreement may be terminated by Cimarex:

if prior to, but not after, the approval of the Cabot issuance proposal by Cabot stockholders, the Cabot board or a committee of the Cabot board has effected a Cabot recommendation change; or

upon a Cabot no solicitation breach termination event (as defined in the section entitled “The Merger Agreement — Termination — Termination Rights” beginning on page 172).
Termination Fees (page 173)
Termination Fees Payable by Cabot
The merger agreement requires Cabot to pay Cimarex a termination fee of $250 million (which we refer to as the “termination fee”) if:

Cimarex terminates the merger agreement due to a Cabot recommendation change or due to a Cabot no solicitation breach termination event;

Cimarex terminates the merger agreement due to an end date termination event and either (1) both the approval of the Cabot issuance proposal has not been obtained and the Cabot board or a committee thereof has effected a Cabot recommendation change or (2) a Cabot no solicitation breach termination event has occurred; or

(1) (A) Cabot or Cimarex terminates the merger agreement due to a Cabot stockholder approval termination event and on or before the date of any such termination a Cabot competing proposal made after May 23, 2021 but before any termination was publicly announced or publicly disclosed and not publicly withdrawn without qualification at least five business days prior to the Cabot special meeting or (B) Cabot or Cimarex terminates the merger agreement due to an end date termination event or Cimarex terminates the merger agreement due to a Cabot breach termination event and following May 23, 2021 and on or before the date of any such termination a Cabot competing proposal has been publicly announced or publicly disclosed and not publicly withdrawn without qualification
 
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at least five business days prior to the date of such termination, and (2) within nine months after the date of such termination, Cabot enters into a definitive agreement with respect to a Cabot competing proposal or consummates a Cabot competing proposal. For purposes of this paragraph, any reference in the definition of Cabot competing proposal to “20%” will be deemed to be a reference to “50%” above.
In no event will Cabot be required to pay the termination fee on more than one occasion.
The merger agreement also requires Cabot to pay Cimarex an expense reimbursement fee of $40 million (which we refer to as the “expense reimbursement”) in the event either Cabot or Cimarex terminates the merger agreement due to a Cabot stockholder approval termination event.
Termination Fees Payable by Cimarex
The merger agreement requires Cimarex to pay Cabot the termination fee if:

Cabot terminates the merger agreement due to a Cimarex recommendation change or due to a Cimarex no solicitation breach termination event;

Cabot terminates the merger agreement due to an end date termination event and either (1) both (A) the approval of the Cimarex merger proposal and the Cimarex charter amendment proposal have not been obtained and (B) the Cimarex board or a committee thereof has effected a Cimarex recommendation change or (2) a Cimarex no solicitation breach termination event has occurred; or

(1) (A) Cabot or Cimarex terminates the merger agreement due to a Cimarex stockholder approval termination event and on or before the date of any such termination a Cimarex competing proposal made after May 23, 2021 but before any termination was publicly announced or publicly disclosed and not publicly withdrawn without qualification at least five business days prior to the Cimarex special meeting or (B) Cabot or Cimarex terminates the merger agreement due to an end date termination event or Cabot terminates the merger agreement due to a Cimarex breach termination event and following May 23, 2021 and on or before the date of any such termination a Cimarex competing proposal has been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least five business days prior to the date of such termination, and (2) within nine months after the date of such termination, Cimarex enters into a definitive agreement with respect to a Cimarex competing proposal or consummates a Cimarex competing proposal. For purposes of this paragraph, any reference in the definition of Cimarex competing proposal to “20%” will be deemed to be a reference to “50%” above.
In no event will Cimarex be required to pay the termination fee on more than one occasion.
The merger agreement also requires Cimarex to pay Cabot the expense reimbursement in the event either Cabot or Cimarex terminates the merger agreement due to a Cimarex stockholder approval termination event.
Regulatory Approvals (page 119)
The completion of the merger is subject to the receipt of antitrust clearance in the United States. Under the HSR Act and the rules promulgated thereunder, the merger may not be completed until notification and report forms have been filed with the Federal Trade Commission (which we refer to as the “FTC”) and the Department of Justice (which we refer to as the “DOJ”), and the applicable waiting period (or any extensions of such waiting period) has expired or been terminated. For additional information regarding regulatory approvals in connection with the merger, see the section entitled “The Merger Agreement — Reasonable Best Efforts; Notification.”
On June 14, 2021, the initial filings with respect to the merger were made by Cabot and Cimarex with the FTC and the DOJ. The waiting period with respect to the notification and report forms filed under the HSR Act expired on July 14, 2021.
Neither Cabot nor Cimarex is aware of any material governmental approvals or actions that are required for completion of the merger other than as described above. It is presently contemplated that if any such additional material governmental approvals or actions are required, those approvals or actions will be sought.
 
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For additional information, see the section entitled “The Merger Agreement — HSR and Other Regulatory Approvals” on page 165.
Specific Performance; Remedies (page 175)
Cabot, Cimarex and Merger Sub have agreed that each will be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.
Except in the case of fraud or a willful and material breach, the monetary remedies and the specific performance remedies set forth in the merger agreement will be the receiving party’s sole and exclusive remedy against the paying party.
No Appraisal Rights (page 204)
No appraisal rights will be available with respect to the transactions contemplated by the merger agreement.
For additional information, see the section entitled “No Appraisal Rights” on page 204.
Litigation Relating to the Merger (page 135)
In June, July and August 2021, five putative stockholders of Cimarex filed separate lawsuits related to the merger against Cimarex and the Cimarex board.
All five actions allege violations of Section 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder based on various alleged omissions of material information from the registration statement on Form S-4 filed on June 30, 2021 in connection with the merger. One of the actions also asserts claims that the members of the Cimarex board breached fiduciary duties in connection with the merger and that Cimarex aided and abetted those alleged breaches. Each action names as defendants Cimarex and each of its directors, and seeks, among other things, to enjoin the merger (or, in the alternative in the case of four of the actions, rescission or an award for rescissory damages in the event the merger is completed), an award of costs and attorneys’ and experts’ fees, and such other and further relief as the court may deem just and proper. Cimarex and Cabot believe that the actions are without merit. Additional lawsuits arising out of the merger may be filed in the future.
For additional information, see the section entitled “The Merger — Litigation Relating to the Merger” on page 135.
Material U.S. Federal Income Tax Consequences of the Merger (page 177)
Cimarex and Cabot intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. It is a condition to Cimarex’s obligation to complete the merger that it receive an opinion from external counsel, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the merger so qualifies, U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) of shares of Cimarex common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of Cabot common stock in exchange for Cimarex common stock in the merger, other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of Cabot common stock.
The material U.S. federal income tax consequences of the merger to U.S. holders are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 177. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.
 
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TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES AS A RESULT OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Comparison of Stockholders’ Rights (page 194)
The rights of Cimarex stockholders who receive shares of Cabot common stock in the merger will be governed by the Cabot certificate of incorporation and the Cabot bylaws, rather than by the Cimarex certificate of incorporation and the Amended and Restated Bylaws of Cimarex (which we refer to as the “Cimarex bylaws”). As a result, Cimarex stockholders will have different rights once they become Cabot stockholders due to the differences in the organizational documents of Cimarex and Cabot. The key differences are described in the section entitled “Comparison of Stockholders’ Rights” beginning on page 194.
Listing of Cabot Common Stock; Delisting and Deregistration of Cimarex Stock (page 133)
If the merger is completed, the shares of Cabot common stock to be issued in the merger or issuable on conversion of the Cimarex preferred stock will be listed for trading on the NYSE, shares of Cimarex common stock will be delisted from the NYSE and deregistered under the Exchange Act and Cimarex will no longer be required to file periodic reports with the SEC pursuant to the Exchange Act.
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CABOT
The following table presents selected historical consolidated financial data for the periods indicated. The selected historical consolidated financial data as of and for the years ended December 31, 2020 and 2019, and for the year ended December 31, 2018, is derived from Cabot’s audited consolidated financial statements and related notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data for the six months ended June 30, 2021 and 2020, and as of June 30, 2021, is derived from Cabot’s unaudited interim condensed consolidated financial statements and related notes thereto contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which is incorporated by reference into this joint proxy statement/prospectus.
The selected historical consolidated financial data as of December 31, 2018, 2017 and 2016, and for the years ended December 31, 2017 and 2016, is derived from Cabot’s audited consolidated financial statements and related notes thereto for such years, which have not been included or incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated balance sheet data as of June 30, 2020, is derived from Cabot’s unaudited interim condensed consolidated financial statements and related notes thereto contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which has not been included or incorporated by reference into this joint proxy statement/prospectus.
In presenting the selected historical consolidated financial data in conformity with accounting principles generally accepted in the United States (which we refer to as “GAAP”), Cabot is required to make estimates and assumptions that affect the amounts reported. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in its Annual Report on Form 10-K for the year ended December 31, 2020, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which are incorporated by reference into this joint proxy statement/prospectus, for a detailed discussion of the accounting policies that Cabot believes require subjective and complex judgments that could potentially affect reported results. The unaudited financial statements as of and for the periods described above have been prepared on the same basis as the audited consolidated financial statements incorporated by reference in this joint proxy statement/prospectus and include all normal and recurring adjustments necessary for a fair statement of the information for the periods presented.
The selected historical consolidated financial data is only a summary and is not necessarily indicative of the future performance of Cabot, nor does it include the effects of the merger discussed in this joint proxy statement/prospectus. Factors that impact the comparability of the selected historical consolidated financial data are also noted in the following table and the related footnotes. This summary should be read together with other information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes of Cabot included in its Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which are incorporated by reference into this joint proxy statement/prospectus. For additional information, see the section entitled “Where You Can Find More Information.”
 
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Six Months Ended
June 30,
Year Ended December 31,
(In thousands, except per share amounts)
2021
2020
2020
2019
2018
2017
2016
Statement of Operations Data:
Operating revenues
$ 784,348 $ 718,805 $ 1,466,624 $ 2,066,277 $ 2,188,148 $ 1,764,219 $ 1,155,677
Impairment of oil and gas properties(1)
482,811 435,619
Earnings (loss) on equity method investments(2)
(59) (59) 80,496 1,137 (100,486) (2,477)
Gain (loss) on sale of assets (3)
91 (170) (491) (1,462) (16,327) (11,565) (1,857)
Income (loss) from operations
229,346 140,117 295,476 955,750 771,801 (151,260) (564,945)
Net income (loss)(4)
156,818 84,284 200,529 681,070 557,043 100,393 (417,124)
Basic earnings (loss) per share
$ 0.39 $ 0.21 $ 0.50 $ 1.64 $ 1.25 $ 0.22 $ (0.91)
Diluted earnings (loss) per share
$ 0.39 $ 0.21 $ 0.50 $ 1.63 $ 1.24 $ 0.22 $ (0.91)
Dividends per common share
$ 0.21 $ 0.20 $ 0.40 $ 0.35 $ 0.25 $ 0.17 $ 0.08
June 30,
December 31,
(In thousands)
2021
2020
2020
2019
2018
2017
2016
Balance Sheet Data:
Properties and equipment, net
(Successful efforts
method) 
$ 4,150,791 $ 4,002,492 $ 4,044,606 $ 3,855,706 $ 3,463,606 $ 3,072,204 $ 4,250,125
Total assets(5)
4,610,567 4,527,870 4,523,532 4,487,245 4,198,829 4,727,344 5,122,569
Current portion of long-term debt
100,000 175,000 188,000 87,000 304,000
Long-term debt, net
946,316 1,045,495 945,924 1,133,025 1,226,104 1,217,891 1,520,530
Stockholders’ equity
2,299,895 2,165,979 2,215,707 2,151,487 2,088,159 2,523,905 2,567,667
(1)
Impairment of oil and gas properties in 2017 includes an impairment charge of $414.3 million associated with Cabot’s oil and gas properties located in the Eagle Ford Shale in South Texas and $68.6 million associated with Cabot’s oil and gas properties located in West Virginia and Ohio. Impairment of oil and gas properties in 2016 includes an impairment charge of $435.6 million associated with the proposed sale of Cabot’s oil and gas properties located in West Virginia and Ohio. For additional discussion of impairment of oil and gas properties, see Note 1 of the Notes to the Consolidated Financial Statements included in Cabot’s Annual Report on Form 10-K for the year ended December 31, 2020.
(2)
Earnings (loss) on equity method investments in 2019 includes a gain on sale of investment of $75.8 million associated with Cabot’s equity investment in Meade Pipeline Co LLC. Earnings (loss) on equity method investments in 2017 includes an other than temporary impairment of $95.9 million associated with Cabot’s investment in Constitution Pipeline Company, LLC. For additional information, see Note 4 of the Notes to the Consolidated Financial Statements included in Cabot’s Annual Report on Form 10-K for the year ended December 31, 2020.
(3)
Loss on sale of assets in 2018 includes a $45.4 million loss from the sale of certain proved and unproved oil and gas properties located in the Eagle Ford Shale, partially offset by a $29.7 million gain from the sale of certain proved and unproved oil and gas properties located in the Haynesville Shale. Loss on sale of assets in 2017 includes an $11.9 million loss from the sale of certain proved and unproved oil and gas properties located in West Virginia, Virginia and Ohio. For additional information, see Note 2 of the Notes to the Consolidated Financial Statements included in Cabot’s Annual Report on Form 10-K for the year ended December 31, 2020.
(4)
Net income (loss) in 2017 includes an income tax benefit of $242.9 million as a result of the
 
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remeasurement of Cabot’s net deferred income tax liabilities based on the lower corporate income tax rate associated with the Tax Cuts and Jobs Act that was enacted in December 2017.
(5)
Total assets as of June 30, 2021 and 2020 and December 31, 2020 and 2019 include a right of use asset of $32.0 million, $34.9 million, $33.7 million and $35.9 million, respectively, as a result of the adoption of Accounting Standards Update No. 2016-02, Leases, effective January 1, 2019. Comparative periods were not restated. For additional information, see Note 1 and Note 9 of the Notes to the Consolidated Financial Statements included in Cabot’s Annual Report on Form 10-K for the year ended December 31, 2020.
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CIMAREX
The following table presents selected historical consolidated financial data for Cimarex (i) as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 and (ii) as of and for the six months ended June 30, 2021 and 2020. The consolidated financial data for each of the years ended December 31, 2020, 2019 and 2018, and as of December 31, 2020 and 2019 have been derived from Cimarex’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference herein in its entirety. The selected historical consolidated financial data of Cimarex for each of the years ended December 31, 2017 and 2016 and as of December 31, 2018, 2017 and 2016 have been derived from Cimarex’s audited consolidated financial statements for such years, which have not been incorporated by reference herein. The selected historical consolidated financial data for the six months ended June 30, 2021 and 2020 and as of June 30, 2021 have been derived from Cimarex’s unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which is incorporated by reference herein in its entirety. This selected balance sheet data as of June 30, 2020 has been derived from Cimarex’s unaudited consolidated financial statements as of June 30, 2020, which have not been incorporated by reference herein.
The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Cimarex nor does it include the effects of the merger. This summary should be read together with the consolidated financial statements, the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Cimarex’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, each of which is incorporated by reference herein in its entirety. For additional information, see the section entitled “Where You Can Find More Information.
Six Months Ended
June 30,
Year Ended December 31,
(In thousands, except per share amounts)
2021
2020
2020
2019
2018
2017
2016
Operating results:
Oil, gas, and NGL sales
$ 1,368,831 $ 698,539 $ 1,512,688 $ 2,321,921 $ 2,297,645 $ 1,874,003 $ 1,221,218
Total revenues(1)
1,391,846 722,213 1,558,595 2,362,969 2,339,017 1,918,249 1,257,345
Net income (loss)(2)
241,470 (1,699,429) (1,967,458) (124,619) 791,851 494,329 (408,803)
Basic earnings (loss) per share
$ 2.35 $ (17.05) $ (19.73) $ (1.33) $ 8.32 $ 5.19 $ (4.38)
Diluted earnings (loss) per share
$ 2.35 $ (17.05) $ (19.73) $ (1.33) $ 8.32 $ 5.19 $ (4.38)
Dividends declared per common share
$ 0.54 $ 0.44 $ 0.88 $ 0.80 $ 0.68 $ 0.32 $ 0.32
Cash flow data:
Net cash provided by operating activities
$ 766,584 $ 453,497 $ 904,167 $ 1,343,966 $ 1,550,994 $ 1,096,564 $ 625,849
Net cash used by investing activities
(185,145) (454,614) (578,875) (1,577,882) (1,085,618) (1,265,897) (692,410)
Net cash used by financing activities
(55,269) (49,763) (146,869) (472,028) (65,244) (83,009) (59,945)
 
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June 30,
December 31,
(In thousands)
2021
2020
2020
2019
2018
2017
2016
Balance sheet data:
Cash and cash equivalents(3)
$ 799,315 $ 43,842 $ 273,145 $ 94,722 $ 800,666 $ 400,534 $ 652,876
Oil and gas properties, net(2)(3)
3,435,498 3,898,445 3,436,669 5,210,698 3,715,330 3,241,530 2,354,267
Goodwill(3)
716,865 620,232 620,232 620,232
Total assets(2)(3)
5,207,187 4,869,788 4,621,989 7,140,029 6,062,084 5,042,639 4,237,724
Deferred income tax liability (asset)
54,248 50,524 (20,472) 338,424 334,473 101,618 (55,835)
Long-term obligations:
Long-term debt (principal) (4)
2,000,000 2,000,000 2,000,000 2,000,000 1,500,000 1,500,000 1,500,000
Operating and finance leases(5)
121,316 177,417 154,436 202,921
Other
182,475 218,334 229,794 197,056 200,564 206,249 184,444
Redeemable preferred stock(3)
36,781 81,620 36,781 81,620
Stockholders’ equity(2)
1,756,053 1,850,847 1,553,454 3,576,141 3,329,786 2,568,278 2,042,989
(1)
Effective January 1, 2018, Cimarex adopted the provisions of Accounting Standards Codification (which we refer to as “ASC”) Topic 606, Revenue from Contracts with Customers (which we refer to as “Topic 606”), utilizing the modified retrospective approach. Because Cimarex utilized the modified retrospective approach, there was no impact to prior periods’ reported amounts. Application of Topic 606 has no impact on net income or cash flows from operations; however, certain costs classified as Transportation, processing, and other operating in Cimarex’s consolidated statements of operations and comprehensive income (loss) included in Cimarex’s Annual Report on Form 10-K for the year ended December 31, 2020 under prior accounting standards are reflected as deductions from revenue for the years ended December 31, 2020, 2019 and 2018 and the six months ended June 30, 2021 and 2020.
(2)
During the six months ended June 30, 2020, and the years ended December 31, 2020, 2019, and 2016, Cimarex recorded non-cash full cost ceiling test impairments of oil and gas properties totaling $1.27 billion, $1.64 billion, $618.7 million, and $757.7 million, respectively.
(3)
Cimarex acquired Resolute Energy Corporation on March 1, 2019. Consideration for this acquisition included $284.4 million in cash, net of cash acquired, and $81.6 million in Cimarex preferred stock. The final purchase price allocation included $1.72 billion to oil and gas properties and $94.2 million to goodwill. Cimarex concluded that goodwill was fully impaired at March 31, 2020 and recorded a $714.4 million impairment at that time. During 2020, Cimarex repurchased some of the Cimarex preferred stock.
(4)
On March 8, 2019, Cimarex issued $500.0 million aggregate principal amount of 4.375% senior unsecured notes due March 15, 2029 at 99.862% of par to yield 4.392% per annum.
(5)
Effective January 1, 2019, Cimarex began accounting for leases in accordance with ASC Topic 842, Leases, which requires lessees to recognize lease liabilities and right-of-use assets on the balance sheet for contracts that provide lessees with the right to control the use of identified assets for periods of greater than 12 months. Prior to January 1, 2019, Cimarex accounted for leases in accordance with ASC Topic 840, Leases, under which operating leases were not recorded on the balance sheet.
 
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SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
The following summary unaudited pro forma combined statement of operations data for the six months ended June 30, 2021, and for the year ended December 31, 2020, is presented as if the merger had occurred on January 1, 2020. The summary unaudited pro forma combined balance sheet data is presented as if the merger had occurred on June 30, 2021.
The following summary unaudited pro forma combined financial data is prepared for illustrative purposes only, reflects transaction-related pro forma adjustments, based on available information and certain assumptions that Cabot believes are reasonable, and is not necessarily indicative of what the combined business’ financial condition or results of operations would have been had the merger occurred as of the dates indicated. In addition, the unaudited pro forma combined financial data does not purport to project the future financial condition or results of operations of the combined business.
Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 42. The following summary unaudited pro forma combined financial data should be read in conjunction with the section entitled “Unaudited Pro Forma Combined Financial Statements” and the related notes thereto included in this joint proxy statement/prospectus.
(In thousands, except per share amounts)
Six Months Ended
June 30, 2021
Year Ended
December 31, 2020
Unaudited Pro Forma Combined Statement of Operations:
Operating revenues
$ 1,802,426 $ 2,989,685
Net income (loss)
$ 175,734 $ (2,241,935)
Earnings (loss) per share, basic
$ 0.21 $ (2.76)
Earnings (loss) per share, diluted
$ 0.21 $ (2.76)
(In thousands)
June 30, 2021
Unaudited Pro Forma Combined Balance Sheet:
Cash and cash equivalents
$ 957,462
Total assets
$ 16,248,788
Current portion of long-term debt
$ 100,000
Long-term debt, net
$ 3,176,536
Stockholders’ equity
$ 8,753,008
 
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SUMMARY UNAUDITED PRO FORMA COMBINED OIL, NATURAL GAS AND NGL RESERVE
INFORMATION AND PRODUCTION DATA
The following tables present the estimated pro forma combined net proved developed and undeveloped oil, natural gas and NGL reserves prepared as of December 31, 2020. The pro forma reserve information set forth below gives effect to the merger as if the merger had been completed on January 1, 2020. However, the proved reserves presented below represent the respective estimates made as of December 31, 2020 by Cabot and Cimarex while they were separate companies. These estimates have not been updated for changes in development plans or other factors, which have occurred or may occur subsequent to December 31, 2020 or the merger.
The following summary pro forma reserve and production information is prepared for illustrative purposes and is not intended to be a projection of future results of the combined business. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 42. The summary pro forma combined reserve and production information should be read in conjunction with the section entitled “Unaudited Pro Forma Combined Financial Statements” and the related notes thereto included in this joint proxy statement /prospectus.
December 31, 2020
Cabot Historical
Cimarex Historical
Pro Forma Combined
Proved Developed Reserves:
Oil (MBbls)
15 112,785 112,800
Natural gas (Bcf)
8,608 1,191 9,799
NGL (MBbls)
135,901 135,901
Proved Undeveloped Reserves:
Oil (MBbls)
31,278 31,278
Natural gas (Bcf)
5,064 172 5,236
NGL (MBbls)
23,917 23,917
Total Proved Reserves:
Combined (MBOE)(1)
2,278,682 531,021 2,809,703
Year Ended December 31, 2020
Cabot Historical
Cimarex Historical
Pro Forma Combined
Production:
Oil (MBbls)
4 28,087 28,091
Natural gas (Bcf)
858 233 1,091
NGL (MBbls)
25,554 25,554
Total (MBOE)(1)
143,004 92,412 235,416
Six Months Ended June 30, 2021
Cabot Historical
Cimarex Historical
Pro Forma Combined
Production:
Oil (MBbls)
2 12,789 12,791
Natural gas (Bcf)
406 104 510
NGL (MBbls)
11,297 11,297
Total (MBOE)(1)
67,735 41,348 109,083
(1)
Barrel of oil equivalents are determined using a ratio of one Bbl of oil or NGLs to six Mcf of natural gas.
 
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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA
The following table presents Cabot’s and Cimarex’s historical and pro forma per share data for the year ended December 31, 2020, and for the six months ended June 30, 2021. The pro forma per share data for the year ended December 31, 2020, and for the six months ended June 30, 2021, is presented as if the merger had been completed on January 1, 2020. The information provided in the table below is unaudited.
The historical per share data of Cabot for the year ended December 31, 2020, and for the six months ended June 30, 2021, was derived from Cabot’s historical financial statements for the respective periods. The historical per share data of Cimarex for the year ended December 31, 2020, and for the six months ended June 30, 2021, was derived from Cimarex’s historical financial statements for the respective periods. This information should be read in conjunction with the historical consolidated financial statements and related notes of Cabot and Cimarex filed by each of them with the SEC, which are incorporated by reference into this joint proxy statement/prospectus, and with the unaudited pro forma combined financial statements included in the section entitled “Unaudited Pro Forma Combined Financial Statements.”
The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have occurred if the merger had been completed as of the beginning of the period indicated.
Six Months Ended June 30, 2021
Historical
Pro
Forma
Combined
Pro Forma Combined
Cimarex
Equivalent(1)
Cabot
Cimarex
Earnings per share
Basic
$ 0.39 $ 2.35 $ 0.21 $ 0.84
Diluted
$ 0.39 $ 2.35 $ 0.21 $ 0.83
Cash dividends per share
$ 0.21 $ 0.54 $ 0.17 $ 0.69
Year Ended December 31, 2020
Historical
Pro
Forma
Combined
Pro Forma Combined
Cimarex
Equivalent(1)
Cabot
Cimarex
Earnings (loss) per share
Basic
$ 0.50 $ (19.73) $ (2.76) $ (11.09)
Diluted
$ 0.50 $ (19.73) $ (2.76) $ (11.09)
Cash dividends per share
$ 0.40 $ 0.88 $ 0.31 $ 1.23
(1)
Determined using the pro forma combined per share data multiplied by the exchange ratio of 4.0146.
 
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MARKET PRICE INFORMATION
The Cabot common stock is listed on the NYSE under the symbol “COG.” The Cimarex common stock is listed on the NYSE under the symbol “XEC.”
The high and low trading prices for the Cabot common stock on May 21, 2021, the last trading day immediately before the public announcement of the merger, were $18.14 and $17.76, respectively. The high and low trading prices for the Cimarex common stock on May 21, 2021, the last trading day immediately before the public announcement of the merger, were $73.06 and $71.07, respectively.
As of August 19, 2021, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, there were 399,664,181 shares of Cabot common stock outstanding and 102,826,592 shares of Cimarex common stock outstanding.
Because the exchange ratio will not be adjusted for changes in the market price of either Cabot common stock or Cimarex common stock, the market value of Cabot common stock that Cimarex stockholders will have the right to receive on the date the merger is completed may vary significantly from the market value of the Cabot common stock that Cimarex stockholders would receive if the merger were completed on the date of this joint proxy statement/prospectus. As a result, you should obtain recent market prices of Cabot common stock and Cimarex common stock prior to voting your shares. For additional information, see the section entitled “Risk Factors” beginning on page 42.
The following table sets forth the closing sale price per share of Cabot common stock as reported on the NYSE and the closing sale price per share of Cimarex common stock as reported on the NYSE, in each case on May 21, 2021, the last trading day before the public announcement of the parties entering into the merger agreement, and on August 19, 2021, the last practicable trading day prior to the mailing of this joint proxy statement/prospectus. The table also shows the estimated implied value of the merger consideration proposed for each share of Cimarex common stock as of the same two dates. The implied value was calculated by multiplying the NYSE closing price of a share of Cabot common stock on the relevant date by the exchange ratio of 4.0146 shares of Cabot common stock for each share of Cimarex common stock.
Cabot Common
Stock Closing
Price
Cimarex
Common
Stock Closing
Price
Exchange Ratio
Implied Per Share
Value of Merger
Consideration
May 21, 2021
$ 17.81 $ 71.19 4.0146 $ 71.50
August 19, 2021
$ 14.59 $ 58.54 4.0146 $ 58.57
Cabot stockholders and Cimarex stockholders are encouraged to obtain current market quotations for Cabot common stock and Cimarex common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference herein. No assurance can be given concerning the market price of Cabot common stock before or after the effective date of the merger. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 214.
 
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RISK FACTORS
In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward Looking Statements,” you should carefully consider the following risks before deciding how to vote. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference herein, particularly the risk factors contained in Cabot’s and Cimarex’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. For additional information, see the section entitled “Where You Can Find More Information.” In addition to the risks set forth below or referenced above, new risks may emerge from time to time and it is not possible to predict all risk factors, nor can Cabot or Cimarex assess the impact of all factors on the merger and the combined business following the merger or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.
Risks Relating to the Merger
Because the exchange ratio is fixed and because the market price of Cabot common stock may fluctuate, Cimarex stockholders cannot be certain of the precise value of any merger consideration they may receive in the merger.
At the time the merger is completed, each issued and outstanding eligible share of Cimarex common stock will be converted into the right to receive the merger consideration of 4.0146 shares of Cabot common stock, with cash paid in lieu of the issuance of any fractional shares of Cabot common stock. The exchange ratio for the merger consideration is fixed, and there will be no adjustment to the merger consideration, regardless of whether the market price of Cabot common stock or Cimarex common stock changes prior to the completion of the merger. The market price of Cabot common stock has fluctuated since the date on which Cabot and Cimarex announced they had entered into the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date(s) of the Cimarex special meeting and the Cabot special meeting, and the date on which Cimarex stockholders entitled to receive the merger consideration actually receive the merger consideration. The market price of shares of Cabot common stock may fluctuate during and after these periods as a result of a variety of factors, including general market and economic conditions, changes in Cabot’s and Cimarex’s respective businesses, operations and prospects, market assessments of the likelihood that the merger will be completed and regulatory considerations. Such factors are difficult to predict and in many cases may be beyond the control of Cabot and Cimarex. Consequently, at the time Cimarex stockholders must decide whether to approve the Cimarex proposals, they will not know the actual market value of the merger consideration they will receive when the merger is completed, which will depend on the market value of the shares of Cabot common stock at that time. Unless otherwise mutually agreed to in writing between Cabot and Cimarex, the completion of the merger will take place on the second business day immediately following the satisfaction or waiver of the conditions to the completion of the merger (other than any such conditions which by their nature cannot be satisfied until the closing date, which will be required to be so satisfied or (to the extent permitted by applicable law) waived in accordance with the merger agreement on the closing date). The market value of Cabot common stock, when received by Cimarex stockholders after the merger is completed, could vary from the market value of shares of Cabot common stock at the time the merger agreement was entered into, on the date of this joint proxy statement/prospectus or at the time of the Cabot special meeting and the Cimarex special meeting. Cimarex stockholders should obtain current stock price quotations for shares of Cabot common stock before voting their shares of Cimarex common stock. For additional information about the merger consideration, see the sections entitled “The Merger — Consideration to Cimarex Stockholders” and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration.
Cabot stockholders and Cimarex stockholders, in each case as of immediately prior to the merger, will have reduced ownership in the combined business and less influence over management.
Based on the number of issued and outstanding shares of Cimarex common stock as of August 6, 2021, and the number of outstanding Cimarex equity awards currently estimated to be payable in shares of Cabot common stock in connection with the merger, Cabot anticipates issuing up to approximately 412,785,319 shares of Cabot common stock pursuant to the merger agreement. The actual number of shares of Cabot common stock to be issued pursuant to the merger agreement will be determined at the
 
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completion of the merger based on the number of shares of Cimarex common stock outstanding immediately prior to such time and the number of issued and outstanding Cimarex equity awards payable in shares of Cabot common stock in connection with the merger. The issuance of these new shares could have the effect of depressing the market price of Cabot common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, Cabot’s earnings per share could cause the price of Cabot common stock to decline or increase at a reduced rate.
Immediately after the completion of the merger, it is expected that Cabot stockholders as of immediately prior to the merger will own approximately 49.5%, and Cimarex stockholders as of immediately prior to the merger will own approximately 50.5%, of the issued and outstanding shares of Cabot common stock (in each case based on fully diluted shares outstanding of each company). As a result, current Cabot stockholders and current Cimarex stockholders will have less influence on the management and policies of the combined business than they currently have on the management and policies of Cabot and Cimarex, respectively.
The merger may not be completed and the merger agreement may be terminated in accordance with its terms.
The merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the merger, which are described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger.” These conditions to the completion of the merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or may not be completed.
In addition, if the merger is not completed by January 23, 2022, either Cabot or Cimarex may choose not to proceed with the merger by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval. In addition, Cabot and Cimarex may elect to terminate the merger agreement in certain other circumstances as further detailed in the section entitled “The Merger Agreement — Termination.
The merger agreement limits Cabot’s ability and Cimarex’s ability to pursue alternatives to the merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require Cabot or Cimarex to pay the other party a termination fee.
The merger agreement contains provisions that may discourage a third party from submitting a Cabot competing proposal or a Cimarex competing proposal that might result in greater value to their respective stockholders than the merger, or may result in a potential acquirer of Cabot, or a potential competing acquirer of Cimarex, proposing to pay a lower per share price to acquire Cabot or Cimarex, respectively, than it might otherwise have proposed to pay. These provisions include a general prohibition on Cabot and Cimarex from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Cabot board or the Cimarex board, entering into discussions with any third party regarding any Cabot competing proposal or offer for a competing transaction or Cimarex competing proposal or offer for a competing transaction. Further, even if the Cabot board or the Cimarex board withholds, withdraws, qualifies or modifies its recommendation with respect to the Cabot issuance proposal or the Cabot charter amendment proposal, in the case of the Cabot board, or the Cimarex merger proposal or the Cimarex charter amendment proposal, in the case of the Cimarex board, unless the merger agreement has been terminated in accordance with its terms, each of Cabot and Cimarex will still be required to submit the Cabot issuance proposal and the Cabot charter amendment proposal, in the case of the Cabot board, and the Cimarex merger proposal and the Cimarex charter amendment proposal, in the case of the Cimarex board, to a vote by the Cabot stockholders and Cimarex stockholders, respectively. The merger agreement further provides that under specified circumstances, including after a change of recommendation by either party’s board of directors and a subsequent termination of the merger agreement by the other party in accordance with its terms, Cabot or Cimarex, as applicable, may be required to pay the other party a cash termination fee of $250 million. For additional information, see the sections entitled “The Merger Agreement — No Solicitation; Changes of Recommendation” and “The Merger Agreement — Termination.
Failure to complete the merger could negatively impact the price of shares of Cabot common stock and the price of shares of Cimarex common stock, as well as Cabot’s and Cimarex’s respective future businesses and financial results.
The merger agreement contains a number of conditions that must be satisfied or waived prior to the completion of the merger, which are described in the section entitled “The Merger Agreement — Conditions
 
43

 
to the Completion of the Merger.” There can be no assurance that all of the conditions to the completion of the merger will be so satisfied or waived. If these conditions are not satisfied or waived, Cabot and Cimarex will be unable to complete the merger.
If the merger is not completed for any reason, including the failure to receive the required approvals of the Cabot stockholders or the Cimarex stockholders, Cabot’s and Cimarex’s respective businesses and financial results may be adversely affected and, without realizing any of the benefits of having completed the merger, Cabot and Cimarex would be subject to a number of risks, including as follows:

Cabot and Cimarex may experience negative reactions from the financial markets, including negative impacts on the market price of Cabot common stock and Cimarex common stock;

Cabot and Cimarex and their respective subsidiaries may experience negative reactions from their respective customers, distributors, suppliers, vendors, landlords, joint venture participants and other third parties with whom they do business, which in turn could affect Cabot’s and Cimarex’s marketing operations or their ability to compete for new business or obtain renewals in the marketplace more broadly;

Cabot and Cimarex may experience negative reactions from employees;

Cabot and Cimarex will still be required to pay certain significant costs relating to the merger, such as legal, accounting, financial advisor and printing fees; and

Cabot and Cimarex will have expended time and resources that could otherwise have been spent on Cabot’s and Cimarex’s existing businesses and the pursuit of other opportunities that could have been beneficial to each company, and Cabot’s and Cimarex’s ongoing business and financial results may be adversely affected.
In addition to the above risks, if the merger agreement is terminated and either party’s board seeks an alternative transaction, the holders of such party’s common stock cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger. If the merger agreement is terminated under specified circumstances, either Cabot or Cimarex may be required to pay the other party a termination fee or other termination-related payment. For a description of these circumstances, see the section entitled “The Merger Agreement — Termination.
Directors and executive officers of each party have interests in the merger that may be different from, or in addition to, the interests of the Cabot stockholders and the Cimarex stockholders generally.
In considering the recommendation of (1) the Cabot board that Cabot stockholders vote in favor of the proposals on the agenda for the Cabot special meeting or (2) the Cimarex board that Cimarex stockholders vote in favor of the proposals on the agenda for the Cimarex special meeting, as applicable, Cabot stockholders and Cimarex stockholders should be aware of and take into account the fact that certain Cabot and Cimarex directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Cabot stockholders and Cimarex stockholders generally. The interests of Cabot’s directors and executive officers include, among others, immediate vesting of certain equity or equity-based awards in connection with the merger, and certain change-in-control severance benefits, in the event of termination or constructive termination during specified time periods following the consummation of the merger, as further described in the section entitled “The Merger — Interests of Cabot Directors and Executive Officers in the Merger.” The interests of Cimarex’s directors and executive officers include, among others, immediate vesting of equity or equity-based awards in connection with the merger, change-in-control severance benefits, in the event of termination or constructive termination prior to or during specified time periods following the consummation of the merger, and rights to continuing indemnification and directors’ and officers’ liability insurance, as further described in the section entitled “The Merger — Interests of Cimarex Directors and Executive Officers in the Merger.” The Cabot board and the Cimarex board were aware of and considered the interests of their respective directors and officers, among other matters, in evaluating the terms and structure, and overseeing the negotiation of the merger, in approving the merger agreement and the transactions contemplated thereby, including the merger, and the recommendation of (1) the Cabot board that Cabot stockholders vote in favor of the proposals on the agenda for the Cabot special meeting and (2) the Cimarex board that Cimarex stockholders vote in favor of the proposals on the agenda for the Cimarex special meeting.
 
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The unaudited pro forma combined financial information, summary pro forma combined oil, NGL and natural gas reserve and production data and unaudited forecasted financial information included in this joint proxy statement/prospectus are presented for illustrative purposes only and do not represent the actual financial position or results of operations of the combined business following the completion of the merger. Future results of Cabot or Cimarex may differ, possibly materially, from the unaudited pro forma combined financial information, summary pro forma combined oil, NGL and natural gas reserve and production data and unaudited forecasted financial information presented in this joint proxy statement/prospectus.
The unaudited pro forma combined financial statements, summary pro forma combined oil, NGL and natural gas reserve and production data and unaudited forecasted financial information contained in this joint proxy statement/prospectus are presented for illustrative purposes only, are based on a variety of adjustments, assumptions and preliminary estimates and may not be an indication of the financial position or results of operations of the combined business following the merger for several reasons. Specifically, the unaudited pro forma combined financial statements and summary pro forma combined oil, NGL and natural gas reserve and production data do not reflect the effect of any potential divestitures that may occur prior to or subsequent to the completion of the merger, integration costs or any changes in Cabot’s debt to capitalization ratio following the completion of the merger. In addition, the unaudited pro forma combined financial statements have been prepared with the assumption that Cabot will be identified as the acquirer under GAAP and reflect adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. For additional information, see the section entitled “Unaudited Pro Forma Combined Financial Statements.” In addition, the merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by the combined business. The actual financial position and results of operations of the combined business following the merger may not be consistent with, or evident from, the unaudited pro forma combined financial statements, summary pro forma combined oil, NGL and natural gas reserve and production data or forecasted financial information included in this joint proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma combined financial statements, summary pro forma combined oil, NGL and natural gas reserve and production data and forecasted financial information included in this joint proxy statement/prospectus may not prove to be accurate and may be affected by other factors. Any potential decline in the financial condition or results of operations of the combined business may cause significant variations in the price of Cabot common stock. For more information, see the unaudited pro forma financial statements contained in this joint proxy statement/prospectus.
The opinions of Cabot’s and Cimarex’s respective financial advisors will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.
Cabot and Cimarex have received opinions from their respective financial advisors in connection with the signing of the merger agreement, but have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of Cabot or Cimarex, general market and economic conditions and other factors that may be beyond the control of Cabot or Cimarex, and on which Cabot’s and Cimarex’s financial advisors’ opinions were based, may significantly alter the value of Cabot or Cimarex or the prices of the shares of Cabot common stock or Cimarex common stock by the time the merger is completed. The opinions do not speak as of the time the merger will be completed or as of any date other than the date of such opinions. Because Cabot and Cimarex do not currently anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the merger consideration or the exchange ratio, as applicable, from a financial point of view at the time the merger is completed. The Cabot board’s recommendation that Cabot stockholders vote in favor of the proposals on the agenda for the Cabot special meeting and the Cimarex board’s recommendation that Cimarex stockholders vote in favor of the proposals on the agenda for the Cimarex special meeting, however, are made as of the date of this joint proxy statement/prospectus.
For a description of the opinions that Cabot and Cimarex received from their respective financial advisors, see the sections entitled “The Merger — Opinion of J.P. Morgan Securities LLC, Cabot’s Financial Advisor” and “The Merger — Opinion of Tudor, Pickering, Holt & Co., Cimarex’s Financial Advisor.” A copy of the opinion of J.P. Morgan, Cabot’s financial advisor, is attached as Annex B to this joint proxy
 
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statement/prospectus and a copy of the opinion of TPH, Cimarex’s financial advisor, is attached as Annex C to this joint proxy statement/prospectus and each is incorporated by reference herein in its entirety.
The financial forecasts relating to Cabot and Cimarex prepared in connection with the merger are based on various estimates and assumptions that may not be realized, which may adversely affect the market price of the Cabot common stock following the closing of the merger.
This joint proxy statement/prospectus includes certain financial forecasts considered by Cabot and Cimarex in connection with their respective businesses. None of the financial forecasts prepared by Cabot or Cimarex were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants or any other regulatory or professional body for the preparation and presentation of financial forecasts. These forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Cabot and Cimarex. Important factors that may affect the actual results of Cabot and Cimarex and cause the internal financial forecasts to not be achieved include risks and uncertainties relating to Cabot’s and Cimarex’s businesses, industry performance, the regulatory environment, general business and economic conditions and other factors referred to under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” In view of these uncertainties, the inclusion of financial forecasts in this joint proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.
In addition, the financial forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for Cabot’s and Cimarex’s businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. Further, any forward-looking statement speaks only as of the date on which it is made, and neither Cabot nor Cimarex undertakes any obligation, other than as required by applicable law, to update the financial estimates to reflect events or circumstances after the dates as of which the financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. In addition, since such financial forecasts cover multiple years, and the underlying information by its nature becomes less predictive with each successive year, there can be no assurance that Cabot’s, Cimarex’s or the combined business’ financial condition or results of operations will be consistent with those set forth in such forecasts.
Uncertainties associated with the merger may cause a loss of management personnel and other key employees of Cabot and Cimarex, which could adversely affect the future business and operations of the combined business following the merger.
Each of Cabot and Cimarex depends on the experience and industry knowledge of its officers and other key employees to execute its business plans. The success of the combined business after the merger will depend in part on its ability to retain key management personnel and other key employees. Current and prospective employees of Cabot and Cimarex may experience uncertainty about their roles within the combined business following the merger or other concerns regarding the timing and completion of the merger or the operations of the combined business following the merger, any of which may have an adverse effect on the ability of Cabot and Cimarex to retain or attract key management and other key personnel. If Cabot or Cimarex is unable to retain personnel, including Cabot’s or Cimarex’s key management, who are critical to the future operations of the companies, Cabot and Cimarex could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key Cabot and Cimarex personnel could diminish the anticipated benefits of the merger. No assurance can be given that the combined business, following the merger, will be able to retain or attract key management personnel and other key employees of Cabot and Cimarex to the same extent that Cabot and Cimarex have previously been able to retain or attract their own employees.
 
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The business relationships of Cabot and Cimarex may be subject to disruption due to uncertainty associated with the merger, which could have a material adverse effect on the business, financial condition, cash flows and results of operations of Cabot or Cimarex pending and following the merger.
Parties with which Cabot or Cimarex do business may experience uncertainty associated with the merger, including with respect to current or future business relationships with Cabot or Cimarex following the merger. Cabot’s and Cimarex’s business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture participants and other third parties with whom they do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than Cabot or Cimarex following the merger. These disruptions could have a material and adverse effect on the business, financial condition, cash flows and results of operations, of Cabot or Cimarex, regardless of whether the merger is completed, as well as a material and adverse effect on Cabot’s ability to realize the expected cost savings and other benefits of the merger. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the merger or termination of the merger agreement.
Completion of the merger may trigger change-in-control or other provisions in certain agreements to which Cabot or Cimarex is a party.
The completion of the merger may trigger change-in-control or other provisions in certain agreements to which Cabot or Cimarex is a party, including seismic and software licenses. If Cabot and Cimarex are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the applicable agreements, including in some instances potentially terminating the agreements or seeking monetary damages. Even if Cabot and Cimarex are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the combined business.
In addition, in connection with the merger, Cabot and Cimarex have agreed that the merger will constitute a “change in control,” “change of control,” or term of similar import under each applicable Cimarex plan and under each change-in-control agreement between Cabot and certain of its officers as described in more detail in the section entitled “The Merger — Interests of Cimarex Directors and Executive Officers in the Merger.
Required regulatory approvals may not be received, may take longer than expected to be received or may impose conditions that are not presently anticipated or cannot be met.
Completion of the merger is conditioned on the approval by the NYSE of the listing of the shares of Cabot common stock to be issued in the merger upon official notice of issuance and the expiration or termination of the waiting period applicable to the merger under the HSR Act. Although each party has agreed to use its reasonable best efforts to obtain the requisite stock exchange and antitrust approvals, there can be no assurance that such approvals will be obtained and that the other conditions to completing the merger will be satisfied.
Cabot or Cimarex may waive one or more of the closing conditions without re-soliciting stockholder approval.
Cabot or Cimarex may determine to waive, in whole or part, one or more of the conditions to closing the merger prior to Cabot or Cimarex, as the case may be, being obligated to consummate the merger. Each of Cabot and Cimarex currently expects to evaluate the materiality of any waiver and its effect on its respective stockholders in light of the facts and circumstances at the time, to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination whether to waive any condition to the merger or to re-solicit stockholder approval or amending or supplementing this joint proxy statement/prospectus as a result of a waiver will be made by Cabot or Cimarex at the time of such waiver based on the facts and circumstances as they exist at that time.
The merger agreement subjects Cabot and Cimarex to restrictions on their respective business activities prior to the effective time of the merger.
The merger agreement restricts Cabot and Cimarex from entering into certain corporate transactions and taking other specified actions without the consent of the other party, and generally requires each party
 
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to continue its operations in the ordinary course, until completion of the merger. These restrictions could be in place for an extended period of time if completion of the merger is delayed and could prevent Cabot and Cimarex from pursuing attractive business opportunities that may arise prior to the completion of the merger. For a description of the restrictive covenants to which Cabot and Cimarex are subject, see the section entitled “The Merger Agreement — Interim Operations of Cimarex and Cabot Pending the Merger.
Cabot and Cimarex will incur significant costs in connection with the merger, which may be in excess of those anticipated by Cabot or Cimarex.
Each of Cabot and Cimarex has incurred and expect to continue to incur a number of non-recurring costs associated with negotiating and completing the merger and combining the operations of the two companies. These expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. Many of these costs will be borne by Cabot or Cimarex even if the merger is not completed.
Cabot and Cimarex will also incur transaction costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Cabot and Cimarex will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the merger and the integration of the two companies’ businesses. Although Cabot and Cimarex each expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the combined business to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. For additional information, see the risk factor entitled “— The failure to integrate the businesses and operations of Cabot and Cimarex successfully in the expected time frame may adversely affect the combined business’ future results” below.
The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition, cash flows and operating results of the combined business following the completion of the merger.
If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, Cimarex stockholders may be required to pay substantial U.S. federal income taxes.
The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the obligation of Cimarex to complete the merger that Cimarex receives a legal opinion to that effect. This opinion will be based on customary representation letters provided by Cabot and Cimarex and on customary assumptions. This opinion will not be binding on the Internal Revenue Service (which we refer to as the “IRS”) and neither Cabot nor Cimarex has requested or intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the merger. As a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of the conclusions reflected in the opinion. In addition, if any of the representations, warranties, covenants, or assumptions upon which the opinion is based are inconsistent with the actual facts, or if any condition contained in the merger agreement and affecting this opinion is breached or is waived by any party, the U.S. federal income tax consequences of the merger could be adversely affected. If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of Cimarex common stock would generally recognize capital gain or loss on the exchange of its Cimarex common stock for Cabot common stock and cash in lieu of fractional shares of Cabot common stock pursuant to the merger. See “Material U.S. Federal Income Tax Consequences.”
Lawsuits have been filed against Cimarex and its directors in connection with the merger and additional lawsuits relating to the merger may be filed against Cimarex and its directors or against Cabot and its directors in the future. An adverse ruling in any such lawsuit could result in an injunction preventing the completion of the merger and/or substantial costs to Cabot and Cimarex.
Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management
 
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time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Cabot’s and Cimarex’s respective liquidity and financial condition.
In June, July and August 2021, five putative stockholders of Cimarex filed separate lawsuits relating to the merger. Each of the actions is asserted only on behalf of the named plaintiff. All five actions allege violations of Section 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder based on various alleged omissions of material information from the registration statement on Form S-4 filed on June 30, 2021 in connection with the merger. One of the actions also asserts claims that the members of the Cimarex board breached fiduciary duties in connection with the merger and that Cimarex aided and abetted those alleged breaches. Each action names as defendants Cimarex and each of its directors, and each action seeks, among other things, to enjoin the merger (or, in the alternative in the case of four of the actions, rescission or an award for rescissory damages in the event the merger is completed), an award of costs and attorneys’ and experts’ fees, and such other and further relief as the court may deem just and proper. Cimarex and Cabot believe that the actions are without merit.
One of the conditions to the closing of the merger is that no injunction by any governmental entity having jurisdiction over Cabot or Cimarex has been entered and continues to be in effect and no law has been adopted, in either case, that prohibits the closing of the merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, that injunction may delay or prevent the merger from being completed within the expected timeframe or at all, which may adversely affect Cabot’s and Cimarex’s respective businesses, financial condition, cash flows and results of operations. In addition, either Cabot or Cimarex may terminate the merger agreement if any governmental entity having jurisdiction over any party has issued any order, decree, ruling or injunction permanently prohibiting the closing of the merger that has become final and nonappealable or if any law has been adopted that permanently prohibits the closing of the merger, so long as the terminating party has not breached any material covenant or agreement under the merger agreement that has caused, materially contributed to or resulted in such order, decree, ruling or injunction or other action.
There can be no assurance that any of the defendants would be successful in the outcome of the lawsuits that have been filed thus far or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Cabot’s or Cimarex’s business, financial condition, cash flows and results of operations.
Cabot stockholders and Cimarex stockholders will not be entitled to appraisal rights in the merger.
Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under Delaware law, Cimarex stockholders and Cabot stockholders do not have appraisal rights in connection with the merger, as more fully described in “No Appraisal Rights.
Risks Relating to the Combined Business Following Completion of the Merger
The market price of Cabot common stock will continue to fluctuate after the merger.
Upon completion of the merger, Cimarex stockholders who receive merger consideration will become holders of shares of Cabot common stock. The market price of Cabot common stock may fluctuate significantly following completion of the merger and holders of Cabot common stock could lose some or all of the value of their investment. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the Cabot common stock, regardless of Cabot’s actual operating performance.
The market price of Cabot common stock after the completion of the merger may be affected by factors different from those that historically have affected or currently affect Cabot common stock and Cimarex common stock.
Upon completion of the merger, Cimarex stockholders who receive merger consideration will become holders of Cabot common stock. Cabot’s financial position after completion of the merger may differ from
 
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its financial position before the completion of the merger, and the results of operations and/or cash flows of Cabot after the completion of the merger may be affected by factors different from those currently affecting the financial position or results of operations and/or cash flows of Cabot and Cimarex, respectively. Accordingly, the market price and performance of Cabot common stock after completion of the merger likely will be different from the performance of Cabot common stock or Cimarex common stock in the absence of the merger. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Cabot common stock, regardless of Cabot’s actual operating performance. For a discussion of the businesses of Cabot and Cimarex and of some important factors to consider in connection with those businesses, see the section entitled “Information About the Companies” and the documents incorporated by reference in the section entitled “Where You Can Find More Information,” including, in particular, in the sections entitled “Risk Factors” in each of Cabot’s and Cimarex’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021.
The failure to integrate the businesses and operations of Cabot and Cimarex successfully in the expected time frame may adversely affect the combined business’ future results.
Cabot and Cimarex have operated and, until the completion of the merger, will continue to operate independently. Following the completion of the merger, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of key Cabot employees or key Cimarex employees, the loss of customers, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with and following completion of the merger or higher-than-expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following challenges, among others, must be addressed in integrating the operations of Cabot and Cimarex in order to realize the anticipated benefits of the merger:

combining the companies’ operations and corporate functions and the resulting difficulties associated with managing a larger, more complex, diversified business;

combining the businesses of Cabot and Cimarex in a manner that permits the combined business to achieve the cost savings and operating synergies anticipated to result from the merger;

avoiding delays in connection with the merger or the integration process;

integrating personnel from the two companies and minimizing the loss of key employees;

identifying and eliminating redundant functions and assets;

harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

maintaining existing agreements with customers, service providers, vendors and other business counterparties and avoiding delays in entering into new agreements with prospective customers, service providers, vendors and other business counterparties;

addressing possible differences in business backgrounds, corporate cultures and management philosophies;

consolidating the companies’ operating, administrative and information technology infrastructure and financial systems; and

establishing the combined business’ headquarters in Houston, Texas.
In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing operations and the operations of the combined business.
 
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Furthermore, the Cabot board and executive leadership of Cabot will consist of former directors from each of Cabot and Cimarex and former executive officers from each of Cabot and Cimarex, respectively. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.
The merger may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties and may result in the termination of existing contracts.
Following the merger, some of the customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties of Cabot or Cimarex may terminate or scale back their current or prospective business relationships with the combined business. In addition, Cabot and Cimarex have contracts with customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties that may require Cabot or Cimarex to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties are adversely affected by the merger, or if the combined business, following the merger, loses the benefits of the contracts of Cabot or Cimarex, the business, financial condition, cash flows and results of operations of the combined business could be materially and adversely affected.
The combined business may fail to realize all of the anticipated benefits of the merger.
The success of the merger will depend, in part, on Cabot’s ability to realize the anticipated benefits and cost savings from combining Cabot’s and Cimarex’s businesses and operational synergies. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected, may not be realized or could have other adverse effects that Cabot does not currently foresee. Some of the assumptions that Cabot and Cimarex have made, such as the achievement of the anticipated benefits related to the geographic, commodity and asset diversification and the expected size, scale, inventory and financial strength of the combined business, may not be realized. The integration process may, for each of Cabot and Cimarex, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the merger that could adversely impact the combined business.
The indebtedness of the combined business may limit its financial flexibility.
As of June 30, 2021, Cabot had approximately $1 billion of outstanding indebtedness, consisting of amounts outstanding under its 6.51% weighted-average senior notes, 5.58% weighted-average senior notes and 3.65% weighted-average senior notes (which we collectively refer to as the “Cabot notes”). As of June 30, 2021, Cimarex had approximately $2 billion of outstanding indebtedness, consisting of amounts outstanding under its 4.375% notes, 3.90% notes and 4.375% notes (which we collectively refer to as the “Cimarex notes”). Cabot and Cimarex are reviewing the treatment of Cabot’s existing indebtedness and Cimarex’s existing indebtedness and Cabot and/or Cimarex may seek to repay, refinance, repurchase, redeem, exchange or otherwise terminate Cabot’s existing indebtedness and/or Cimarex’s existing indebtedness prior to, in connection with or following the completion of the merger. Specifically, Cabot and Cimarex expect the Cimarex credit facility to be terminated in connection with completion of the merger and, with respect to the outstanding Cimarex notes, Cabot expects that it may provide a parent guaranty and/or conduct one or more exchange offers, offers to purchase and/or consent solicitations. Cabot and Cimarex expect the Cabot credit facility and Cabot notes to remain outstanding following completion of the merger. If Cabot and Cimarex do seek to refinance Cabot’s existing indebtedness and/or Cimarex’s existing indebtedness, there can be no guarantee that Cabot and/or Cimarex would be able to execute the refinancing on favorable terms or at all. The pro forma indebtedness of the combined business as of June 30, 2021, assuming completion of the merger had occurred on such date, is approximately $3 billion. Any increase in the indebtedness of the combined business could have adverse effects on its financial condition, cash flows and results of operations, including by:

imposing additional cash requirements on the combined business in order to support interest payments, which would reduce the amount available to fund its operations and other business activities;
 
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increasing the risk of default on debt obligations of the combined business;

increasing the vulnerability of the combined business to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its business;

limiting the ability of the combined business to sell assets, engage in strategic transactions or obtain additional financing for working capital, capital expenditures, general corporate and other purposes;

limiting the flexibility of the combined business in planning for or reacting to changes in its business and the industry in which it operates; and

increasing the exposure of the combined business to a rise in interest rates, which would generate greater interest expense to the extent the combined business does not have applicable interest rate fluctuation hedges.
In connection with any debt refinancing related to the merger, it is anticipated that Cabot and Cimarex would seek ratings of the indebtedness of the combined business from one or more nationally recognized credit rating agencies. Such credit ratings would reflect each rating organization’s opinion of the combined business’ financial strength, operating performance and ability to meet its debt obligations. Such credit ratings will affect the cost and availability of future borrowings and, accordingly, its cost of capital. There can be no assurance that the combined business will achieve a particular rating or maintain a particular rating in the future.
In the event the Cimarex notes remain outstanding following the merger and the ratings of such Cimarex notes are reduced below specified thresholds within specified time periods prior to or following the completion of the merger, Cimarex could, subject to certain exceptions set forth in the indentures governing such Cimarex notes, be required to offer to repurchase such Cimarex notes at 101% of the aggregate principal amount of such Cimarex notes outstanding plus any accrued and unpaid interest through the repurchase date. If Cimarex becomes obligated to make such an offer to repurchase, then following the completion of the merger, an event of default may arise under the agreements governing the Cabot notes and the Cabot credit facility, which could give rise to a need to negotiate amendments to those agreements or refinance the indebtedness represented by the Cabot notes and/or replace the Cabot credit facility, the failure of which could have a material adverse effect on the business, financial condition, cash flows and results of operations of the combined business.
Following the completion of the merger, Cabot may incorporate Cimarex’s hedging activities into Cabot’s business, and Cabot may be exposed to additional commodity price risks arising from such hedges.
To mitigate a portion of its exposure to changes in commodity prices, Cimarex hedges oil and natural gas prices from time to time, primarily through the use of certain derivative instruments. If Cabot assumes existing Cimarex hedges or hedges that Cimarex enters into prior to the completion of the merger, Cabot will bear the economic impact of all of Cimarex’s hedges following the completion of the merger. Actual crude oil and natural gas prices may differ from the combined business’ expectations and, as a result, such hedges may or may not have a negative impact on Cabot’s business.
Declaration, payment and amounts of dividends, if any, distributed to Cabot stockholders will be uncertain.
Although each of Cabot and Cimarex has paid cash dividends on its respective shares of common stock in the past, the Cabot board may determine not to declare dividends in the future or may reduce the amount of dividends paid in the future. Decisions on whether, when and in which amounts to declare and pay any future dividends will remain in the discretion of the full Cabot board (as reconstituted following the merger). Any dividend payment amounts will be determined by the Cabot board on a quarterly basis, and it is possible that the Cabot board may increase or decrease the amount of dividends paid in the future, or determine not to declare dividends in the future, at any time and for any reason. Cabot and Cimarex expect that any such decisions will depend on Cabot’s financial condition, results of operations, cash balances, cash requirements, future prospects, the outlook for commodity prices and other considerations that the Cabot board deems relevant, including, but not limited to:

whether Cabot has enough cash to pay such dividends due to its cash requirements, capital spending plans, cash flows or financial position;
 
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Cabot’s desire to maintain or improve the credit ratings on its debt; and

applicable restrictions under Delaware law.
Stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared. For additional information, see the section entitled “The Merger — Dividend Policy.”
The combined business may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined business in the future.
In accordance with ASC Topic 805, Business Combinations, the merger will be accounted for as an acquisition by Cabot pursuant to the acquisition method of accounting for business combinations. Under the acquisition method of accounting, Cabot will record the net tangible and identifiable intangible assets and liabilities of Cimarex and its subsidiaries as of the consummation of the merger, at their respective fair values. The reported financial condition and results of operations of Cabot for periods after consummation of the merger will reflect Cimarex balances and results after consummation of the merger but will not be restated retroactively to reflect the historical financial position or results of operations of Cimarex and its subsidiaries for periods prior to the merger. For additional information, see the section entitled “Unaudited Pro Forma Combined Financial Statements.
Under the acquisition method of accounting, the total purchase price will be allocated to Cimarex’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the merger, with any excess purchase price allocated to goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, the combined business may be required to recognize material non-cash charges relating to such impairment. The combined business’ operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.
Cabot’s ability to utilize Cimarex’s historic net operating loss carryforwards may be limited.
As of December 31, 2020, Cimarex had U.S. federal net operating loss carryforwards (which we refer to as “NOLs”) of approximately $2 billion, $1.773 billion of which is subject to expiration in years 2032 through 2037 and $224 million of which is not subject to expiration. Cabot’s ability to utilize these NOLs and other tax attributes to reduce future taxable income following the closing of the merger depends on many factors, including its future income, which cannot be assured. Section 382 of the Code (which we refer to as “Section 382”) generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” ​(as determined under Section 382). An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of such corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. In the event that an ownership change occurs, utilization of Cimarex’s NOLs would be subject to an annual limitation under Section 382, generally determined by multiplying (1) the fair market value of its stock at the time of the ownership change by (2) the long-term tax exempt rate published by the IRS for the