As filed with the U.S. Securities and Exchange Commission on June 29, 2021

Registration No. 333-    ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​

CABOT OIL & GAS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
Telephone: (281) 589-4600

(Address, including Zip Code, and Phone Number, Including Area Code, of Registrant’s Principal Executive Offices)​

Scott C. Schroeder
Executive Vice President and Chief Financial Officer
Cabot Oil & Gas Corporation
Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
Telephone: (281) 589-4600

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)​

With a copy to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

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(1)

Represents the maximum number of shares of common stock, par value $0.10 per share (“Cabot common stock”), of Cabot Oil & Gas Corporation (“Cabot”) issuable or expected to be issued upon the completion of the merger described herein. The number of shares of Cabot common stock being registered is based on (a) (i) 102,820,506 shares of common stock, par value $0.01 per share (“Cimarex common stock”), of Cimarex Energy Co. (“Cimarex”) outstanding as of June 23, 2021, which includes outstanding awards of restricted Cimarex common stock granted under Cimarex’s equity plans, (ii) 8,838 shares of Cimarex common stock that may be issued upon the settlement of outstanding Cimarex deferred stock unit awards granted under Cimarex’s equity plans, and (iii) 523,677 shares of Cimarex common stock that may be issued upon the exercise of outstanding Cimarex stock option awards granted under Cimarex’s equity plans, and (b) the exchange ratio of 4.0146 shares of Cabot common stock for each share of Cimarex common stock.

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(2)

Estimated based on the total number of shares of Cabot common stock issuable upon conversion of the 28,165 outstanding shares of Cimarex’s 81∕8% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (“Cimarex preferred stock”), at the initial maximum conversion rate (after giving effect to the merger described in this Registration Statement) of 33.8263 shares of Cabot common stock per share of Cimarex preferred stock. Pursuant to Rule 416 under the Securities Act, the number of shares of Cabot common stock whose offer and sale are registered hereby includes an indeterminate number of shares of Cabot common stock that may be issued in connection with stock splits, stock dividends, anti-dilution provisions or similar transactions.

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(3)

Calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices for shares of Cimarex common stock as reported on the New York Stock Exchange on June 22, 2021 ($68.22 per share), multiplied by the estimated maximum number of shares of Cimarex common stock (103,353,021) that may be exchanged or converted for the securities being registered.

​

(4)

The registration fee for the securities registered hereby has been calculated pursuant to Section 6(b) of the Securities Act by multiplying the proposed maximum aggregate offering price for the securities by 0.0001091.

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(5)

Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee payable with respect to the shares of Cabot common stock issuable upon conversion of Cimarex preferred stock because no additional consideration will be received in connection with the exercise of the conversion privilege.

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in the accompanying joint proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The accompanying joint proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 29, 2021

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 [           ], the record date, are invited to virtually attend a special meeting of Cabot stockholders (which we refer to as the “Cabot special meeting”) on [           ], at [           ], Central 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 [           ], the record date, are invited to virtually attend a special meeting of Cimarex stockholders (which we refer to as the “Cimarex special meeting”) on [           ], at [           ], Mountain 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 81∕8% 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 [     ], 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 $[     ]. 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.

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 [           ] and is first being mailed to stockholders of Cabot and Cimarex on or about [           ].

 

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 [           ]

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 [           ], at [           ], Central 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 [           ]. 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

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 [           ]

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 [           ], at [           ], Mountain 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 81∕8% 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 [           ]. 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

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.

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 [           ] (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 [           ] (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-[     ]), 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 [           ], 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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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.

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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?

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A:

Cabot.   The Cabot special meeting will be held virtually via live webcast on [           ] at [           ] Central 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.

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Cimarex.   The Cimarex special meeting will be held virtually via live webcast on [       ] at [       ] Mountain 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:

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•

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

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•

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.

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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;

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•

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

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•

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.

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Q:

Is my vote important?

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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.

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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.

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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.”

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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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4

 

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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5

 

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 June 23, 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.”

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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.”

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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.

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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.”

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Q:

Who is entitled to vote at the special meeting?

​

A:

Cabot special meeting.   The Cabot board has fixed [           ] 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 [           ] 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.

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Cimarex special meeting.   The Cimarex board has fixed [           ] 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 [           ] 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.

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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.

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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 [           ], the record date, may be voted at the Cabot special meeting via the

 

8

 

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 [           ], 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 [           ], 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 [           ], 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

​

 

9

 

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 in “street 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;

​

 

10

 

•

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

​

 

11

 

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

​

 

12

 

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

​

 

13

 

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.”

​

 

14

 

15

 

16

 

17

 

18

 

19

 

20

 

21

 

22

 

23

 

​

24

 

​

25

 

​

26

 

​

27

 

28

 

​

29

 

30

 

31

 

32

 

33

 

​

​

​

Three Months Ended March 31,

​

​

Year Ended December 31,

​

(In thousands, except per share amounts)

​

​

2021

​

​

2020

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating revenues

​

​

​

$

459,680

​

​

​

​

$

386,457

​

​

​

​

$

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)

​

​

​

​

71

​

​

​

​

​

71

​

​

​

​

​

(491)

​

​

​

​

​

(1,462)

​

​

​

​

​

(16,327)

​

​

​

​

​

(11,565)

​

​

​

​

​

(1,857)

​

​

Income (loss) from operations

​

​

​

​

175,438

​

​

​

​

​

86,401

​

​

​

​

​

295,476

​

​

​

​

​

955,750

​

​

​

​

​

771,801

​

​

​

​

​

(151,260)

​

​

​

​

​

(564,945)

​

​

Net income (loss)(4)

​

​

​

​

126,354

​

​

​

​

​

53,910

​

​

​

​

​

200,529

​

​

​

​

​

681,070

​

​

​

​

​

557,043

​

​

​

​

​

100,393

​

​

​

​

​

(417,124)

​

​

Basic earnings (loss) per share

​

​

​

$

0.32

​

​

​

​

$

0.14

​

​

​

​

$

0.50

​

​

​

​

$

1.64

​

​

​

​

$

1.25

​

​

​

​

$

0.22

​

​

​

​

$

(0.91)

​

​

Diluted earnings (loss) per share

​

​

​

$

0.31

​

​

​

​

$

0.13

​

​

​

​

$

0.50

​

​

​

​

$

1.63

​

​

​

​

$

1.24

​

​

​

​

$

0.22

​

​

​

​

$

(0.91)

​

​

Dividends per common share

​

​

​

$

0.10

​

​

​

​

$

0.10

​

​

​

​

$

0.40

​

​

​

​

$

0.35

​

​

​

​

$

0.25

​

​

​

​

$

0.17

​

​

​

​

$

0.08

​

​

​

​

​

March 31,

​

​

December 31,

​

(In thousands)

​

​

2021

​

​

2020

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Properties and equipment, net

​

​

​

$

4,075,428

​

​

​

​

$

3,920,497

​

​

​

​

$

4,044,606

​

​

​

​

$

3,855,706

​

​

​

​

$

3,463,606

​

​

​

​

$

3,072,204

​

​

​

​

$

4,250,125

​

​

Total assets(5)

​

​

​

​

4,550,852

​

​

​

​

​

4,522,175

​

​

​

​

​

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

​

​

​

​

946,123

​

​

​

​

​

1,045,260

​

​

​

​

​

945,924

​

​

​

​

​

1,133,025

​

​

​

​

​

1,226,104

​

​

​

​

​

1,217,891

​

​

​

​

​

1,520,530

​

​

Stockholders’ equity

​

​

​

​

2,305,970

​

​

​

​

​

2,168,395

​

​

​

​

​

2,215,707

​

​

​

​

​

2,151,487

​

​

​

​

​

2,088,159

​

​

​

​

​

2,523,905

​

​

​

​

​

2,567,667

​

​

​

34

 

​

35

 

​

​

​

Three Months Ended March 31,

​

​

Year Ended December 31,

​

(In thousands, except per share amounts)

​

​

2021

​

​

2020

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

Operating results:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Oil, gas, and NGL sales

​

​

​

$

670,102

​

​

​

​

$

459,461

​

​

​

​

$

1,512,688

​

​

​

​

$

2,321,921

​

​

​

​

$

2,297,645

​

​

​

​

$

1,874,003

​

​

​

​

$

1,221,218

​

​

Total revenues(1)

​

​

​

​

679,466

​

​

​

​

​

472,830

​

​

​

​

​

1,558,595

​

​

​

​

​

2,362,969

​

​

​

​

​

2,339,017

​

​

​

​

​

1,918,249

​

​

​

​

​

1,257,345

​

​

Net income (loss)(2)

​

​

​

​

128,082

​

​

​

​

​

(774,282)

​

​

​

​

​

(1,967,458)

​

​

​

​

​

(124,619)

​

​

​

​

​

791,851

​

​

​

​

​

494,329

​

​

​

​

​

(408,803)

​

​

Basic earnings (loss) per share

​

​

​

$

1.25

​

​

​

​

$

(7.77)

​

​

​

​

$

(19.73)

​

​

​

​

$

(1.33)

​

​

​

​

$

8.32

​

​

​

​

$

5.19

​

​

​

​

$

(4.38)

​

​

Diluted earnings (loss) per share

​

​

​

$

1.25

​

​

​

​

$

(7.77)

​

​

​

​

$

(19.73)

​

​

​

​

$

(1.33)

​

​

​

​

$

8.32

​

​

​

​

$

5.19

​

​

​

​

$

(4.38)

​

​

Dividends declared per common share

​

​

​

$

0.27

​

​

​

​

$

0.22

​

​

​

​

$

0.88

​

​

​

​

$

0.80

​

​

​

​

$

0.68

​

​

​

​

$

0.32

​

​

​

​

$

0.32

​

​

Cash flow data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by operating activities

​

​

​

$

402,912

​

​

​

​

$

308,791

​

​

​

​

$

904,167

​

​

​

​

$

1,343,966

​

​

​

​

$

1,550,994

​

​

​

​

$

1,096,564

​

​

​

​

$

625,849

​

​

Net cash used by investing activities

​

​

​

​

(128,428)

​

​

​

​

​

(291,484)

​

​

​

​

​

(578,875)

​

​

​

​

​

(1,577,882)

​

​

​

​

​

(1,085,618)

​

​

​

​

​

(1,265,897)

​

​

​

​

​

(692,410)

​

​

Net cash used by financing activities

​

​

​

​

(23,831)

​

​

​

​

​

(23,323)

​

​

​

​

​

(146,869)

​

​

​

​

​

(472,028)

​

​

​

​

​

(65,244)

​

​

​

​

​

(83,009)

​

​

​

​

​

(59,945)

​

​

36

 

​

​

​

March 31,

​

​

December 31,

​

(In thousands)

​

​

2021

​

​

2020

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

Balance sheet data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents(3)

​

​

​

$

523,798

​

​

​

​

$

88,706

​

​

​

​

$

273,145

​

​

​

​

$

94,722

​

​

​

​

$

800,666

​

​

​

​

$

400,534

​

​

​

​

$

652,876

​

​

Oil and gas properties, net(2)(3)

​

​

​

​

3,495,290

​

​

​

​

​

4,937,134

​

​

​

​

​

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)

​

​

​

​

4,965,121

​

​

​

​

​

6,218,346

​

​

​

​

​

4,621,989

​

​

​

​

​

7,140,029

​

​

​

​

​

6,062,084

​

​

​

​

​

5,042,639

​

​

​

​

​

4,237,724

​

​

Deferred income tax liability (asset)

​

​

​

​

19,698

​

​

​

​

​

322,067

​

​

​

​

​

(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)

​

​

​

​

134,517

​

​

​

​

​

200,646

​

​

​

​

​

154,436

​

​

​

​

​

202,921

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Other

​

​

​

​

236,533

​

​

​

​

​

213,656

​

​

​

​

​

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)

​

​

​

​

1,663,765

​

​

​

​

​

2,789,500

​

​

​

​

​

1,553,454

​

​

​

​

​

3,576,141

​

​

​

​

​

3,329,786

​

​

​

​

​

2,568,278

​

​

​

​

​

2,042,989

​

​

​

37

 

(In thousands, except per share amounts)

​

​

Three Months Ended March 31, 2021

​

​

Year Ended December 31, 2020

​

Unaudited Pro Forma Combined Statement of Operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating revenues

​

​

​

$

977,211

​

​

​

​

$

2,989,685

​

​

Net income (loss)

​

​

​

$

150,851

​

​

​

​

$

(2,257,558)

​

​

Net income (loss) per share, basic

​

​

​

$

0.18

​

​

​

​

$

(2.78)

​

​

Net income (loss) per share, diluted

​

​

​

$

0.18

​

​

​

​

$

(2.78)

​

​

(In thousands)	​	​	March 31, 2021				​
Unaudited Pro Forma Combined Balance Sheet:	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	​	$	693,042	​	​
Total assets	​	​	​	$	16,321,076	​	​
Current portion of long-term debt	​	​	​	$	100,000	​	​
Long-term debt	​	​	​	$	3,148,748	​	​
Stockholders’ equity	​	​	​	$	8,962,558	​	​