Deal Description: Cabot Oil & Gas Corporation ("Cabot") (NYSE: COG) and Cimarex Energy Co. ("Cimarex") (NYSE: XEC) today announced that they have entered into a definitive agreement whereby the companies will combine in an all-stock merger of equals. The combination will bring together two industry-leading operators with top-tier oil and natural gas assets to create a diversified energy leader that is positioned to drive enhanced free cash flow generation and returns for investors through market cycles.

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Cimarex shareholders will receive 4.0146 shares of Cabot common stock for each share of Cimarex common stock owned. The exchange ratio, together with closing prices for Cabot and Cimarex on May 21, 2021, reflects an enterprise value for the combined companies of approximately $17 billion. Upon completion of the transaction, Cabot shareholders will own approximately 49.5% and Cimarex shareholders will own approximately 50.5% on a fully diluted basis.

Cabot Oil’s press release can be found here.

Baker Botts Lawyers/Offices Involved:

• Corporate: Ted Paris (Partner, Houston), Clint Rancher (Partner, Houston), Eileen Boyce (Special Counsel, Houston), Jonathan Kovacs (Associate, Houston), Rob Cowan (Associate, Houston), Michael Mazidi (Associate, Houston)
• Oil & Gas: Craig Vogelsang (Partner, Houston), Gerry Morton (Special Counsel, Houston) and Casey Polivka (Associate, Houston)
• Benefits: Mark Bodron (Partner, Houston), Gabriela Alvarez (Associate, Houston)
• Tax: Derek Green (Partner, Houston), Jon Lobb (Partner, Houston), Griffin Peeples (Associate, Houston)
• Finance: Andrew Thomison (Partner, Houston)

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