0000858470-18-000012.txt : 20180306 0000858470-18-000012.hdr.sgml : 20180306 20180306163604 ACCESSION NUMBER: 0000858470-18-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180228 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180306 DATE AS OF CHANGE: 20180306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT OIL & GAS CORP CENTRAL INDEX KEY: 0000858470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 043072771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10447 FILM NUMBER: 18670370 BUSINESS ADDRESS: STREET 1: 840 GESSNER ROAD, SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 2815894600 MAIL ADDRESS: STREET 1: 840 GESSNER ROAD, SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77024 8-K 1 coverpage.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 
FORM 8-K 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 
Date of Report (date of earliest event reported): February 28, 2018
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
1-10447
 
04-3072771
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
Three Memorial City Plaza
 
 
840 Gessner Road, Suite 1400
 
 
Houston, Texas
 
77024
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:  (281) 589-4600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o




Item 2.01    Completion of Acquisition or Disposition of Assets.

As previously announced, on December 19, 2017, Cabot Oil & Gas Corporation (the Company) entered into a purchase and sale agreement with VOG Palo Verde LP, an affiliate of Venado Oil & Gas LLC, to sell all of its assets in the Eagle Ford Shale in Texas (the "Eagle Ford Shale Properties") for an agreed upon price of $765.0 million, with an effective date of January 1, 2018, subject to adjustments and customary terms and conditions. On February 28, 2018, the Company closed on the Eagle Ford Shale Properties and received $673.6 million, including $76.5 million previously received as a deposit, which includes preliminary purchase price adjustments of $58.6 million related to certain assets that were retained due to the Company's inability to obtain consents to assign certain assets at the initial closing and $32.8 million related to the net cash flows from the effective date to the closing date. On March 6, 2018, the Company closed on certain of the remaining Eagle Ford Shale Properties for which it was unable to assign at the initial closing and expects to receive additional proceeds of $52.8 million by the end of the first quarter of 2018. The Company expects to obtain consents to convey the remaining $5.8 million of Eagle Ford Shale Properties by the end of the second quarter of 2018.

2


Item 9.01    Financial Statements and Exhibits.

(b)    Pro Forma Financial Information

Unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2017 reflecting the sale of the Eagle Ford Shale Properties are attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(d)    Exhibits




3


SIGNATURE 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CABOT OIL & GAS CORPORATION
 
 
 
 
 
By:
/s/ TODD M. ROEMER
 
 
Todd M. Roemer
 
 
Vice President and Controller
Date: March 6, 2018


4
 EX-99..1 2 eaglefordexhibit991.htm EXHIBIT 99..1 Exhibit
EXHIBIT 99.1

CABOT OIL & GAS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The following unaudited pro forma condensed consolidated financial statements of Cabot Oil & Gas Corporation (Cabot or the Company) are presented to illustrate the effect of the sale of certain oil and gas properties located in the Eagle Ford Shale in Texas (the Eagle Ford Shale Properties) on its historical financial position and operating results. On February 28, 2018, the Company closed on the Eagle Ford Shale Properties and received $673.6 million, including $76.5 million previously received as a deposit, which includes preliminary purchase price adjustments of $58.6 million related to certain assets that were retained due to the Company's inability to obtain consents to assign certain assets at the initial closing and $32.8 million related to the net cash flows from the effective date to the closing date. On March 6, 2018, the Company closed on certain of the remaining Eagle Ford Shale Properties for which it was unable to assign at the initial closing and expects to receive additional proceeds of $52.8 million by the end of the first quarter of 2018. The Company expects to obtain consents to convey the remaining $5.8 million of Eagle Ford Shale Properties by the end of the second quarter of 2018.
The divestiture of the Eagle Ford Shale Properties constituted a significant disposition for purposes of Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X. This divestiture does not qualify as a discontinued operation as it does not represent a strategic shift that will have a major effect on Cabot’s operations or financial results.
The accompanying unaudited pro forma condensed consolidated balance sheet as of December 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on December 31, 2017. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on January 1, 2017.
The unaudited pro forma condensed consolidated balance sheet and statement of operations included herein are for information purposes only and are not necessarily indicative of the results that might have occurred had the divestiture taken place on the respective dates assumed. Actual results may differ significantly from those reflected in the unaudited condensed consolidated pro forma financial statements for various reasons, including but not limited to, the differences between the assumptions used to prepare the unaudited pro forma condensed consolidated financial statements and actual results. The pro forma adjustments in the unaudited pro forma condensed consolidated balance sheet and the statement of operations included herein include the use of estimates and assumptions as described in the accompanying notes. The pro forma adjustments are based on information available to the Company at the time these unaudited pro forma condensed consolidated financial statements were prepared. The Company believes its current estimates provide a reasonable basis of presenting the significant effects of the transaction. However, the estimates and assumptions are subject to change as additional information becomes available. The unaudited pro forma condensed consolidated financial statements only include adjustments related to the disposition of the Eagle Ford Shale Properties.
This pro forma information is based on the historical consolidated financial statements of Cabot and should be read in conjunction with the consolidated financial statements and the accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 28, 2018.



CABOT OIL & GAS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
 
 
December 31, 2017
(In thousands, except per share amounts)
 
As Reported
 
Pro Forma Adjustments
 
Pro Forma
ASSETS
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
 
$
480,047

 
$
649,896

(a) 
$
1,129,943

Accounts receivable, net
 
216,004

 
—

 
216,004

Income taxes receivable
 
56,666

 
—

 
56,666

Inventories
 
8,006

 
—

 
8,006

Current assets held for sale
 
1,440

 
(1,440
)
(b) 
—

Other current assets
 
2,794

 
—

 
2,794

Total current assets
 
764,957

 
648,456

 
1,413,413

Properties and equipment, net (Successful efforts method)
 
3,072,204

 
—

 
3,072,204

Equity method investments
 
86,077

 
—

 
86,077

Assets held for sale
 
778,855

 
(772,707
)
(b) 
6,148

Other assets
 
25,251

 
—

 
25,251

 
 
$
4,727,344

 
$
(124,251
)
 
$
4,603,093

 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
Accounts payable
 
$
238,045

 
$
(76,500
)
(a) 
$
161,545

Current portion of long-term debt
 
304,000

 
—

 
304,000

Accrued liabilities
 
27,441

 
—

 
27,441

Interest payable
 
27,575

 
—

 
27,575

Derivative instruments
 
30,637

 
—

 
30,637

Current liabilities held for sale
 
2,352

 
(2,212
)
(b) 
140

Total current liabilities
 
630,050

 
(78,712
)
 
551,338

Postretirement benefits
 
29,396

 
—

 
29,396

Long-term debt, net
 
1,217,891

 
—

 
1,217,891

Deferred income taxes
 
227,030

 
(7,318
)
(b) 
219,712

Asset retirement obligations
 
43,601

 
—

 
43,601

Liabilities held for sale
 
15,748

 
(14,264
)
(b) 
1,484

Other liabilities
 
39,723

 
—

 
39,723

Total liabilities
 
2,203,439

 
(100,294
)
 
2,103,145

 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
 
 
Common stock:
 
 
 
 
 
 
Authorized — 960,000,000 shares of $0.10 par value
 
 
 
 
 
 
Issued — 475,547,419 shares and 475,042,692 shares
 
47,555

 
—

 
47,555

Additional paid-in capital
 
1,742,419

 
—

 
1,742,419

Retained earnings
 
1,162,430

 
(23,957
)
(b) 
1,138,473

Accumulated other comprehensive income
 
2,077

 
—

 
2,077

      Less treasury stock, at cost:
 
 
 
 
 

 14,935,926 shares
 
(430,576
)
 
—

 
(430,576
)
Total stockholders' equity
 
2,523,905

 
(23,957
)
 
2,499,948

 
 
$
4,727,344

 
$
(124,251
)
 
$
4,603,093


The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

CABOT OIL & GAS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
 
 
Year Ended December 31, 2017
(In thousands, except per share amounts)
 
As Reported
 
Pro Forma Adjustments
 
Pro Forma
OPERATING REVENUES
 
 
 
 
 
 
Natural gas
 
$
1,506,078

 
$
(5,127
)
(c) 
$
1,500,951

Crude oil and condensate
 
212,338

 
(211,097
)
(c) 
1,241

Gain (loss) on derivative instruments
 
16,926

 
—

 
16,926

Brokered natural gas
 
17,217

 
—

 
17,217

Other
 
11,660

 
(9,965
)
(c) 
1,695

 
 
1,764,219

 
(226,189
)
 
1,538,030

OPERATING EXPENSES
 
 
 
 
 
 
Direct operations
 
102,310

 
(27,326
)
(c) 
74,984

Transportation and gathering
 
481,439

 
(30,567
)
(c) 
450,872

Brokered natural gas
 
15,252

 
—

 
15,252

Taxes other than income
 
33,487

 
(12,395
)
(c) 
21,092

Exploration
 
21,526

 
(243
)
(c) 
21,283

Depreciation, depletion and amortization
 
568,817

 
(209,830
)
(c) 
358,987

Impairment of oil and gas properties and other assets
 
482,811

 
(414,256
)
(c) 
68,555

General and administrative
 
97,786

 
—

 
97,786

 
 
1,803,428

 
(694,617
)
 
1,108,811

Loss on equity method investments
 
(100,486
)
 
—

 
(100,486
)
Loss on sale of assets
 
(11,565
)
 
—

 
(11,565
)
INCOME (LOSS) FROM OPERATIONS
 
(151,260
)
 
468,428

 
317,168

Interest expense, net
 
82,130

 
—

 
82,130

Other income
 
(4,955
)
 
—

 
(4,955
)
Income (Loss) before income taxes
 
(228,435
)
 
468,428

 
239,993

Income tax expense (benefit)
 
(328,828
)
 
173,078

(c) 
(155,750
)
NET INCOME
 
$
100,393

 
$
295,350

 
$
395,743

 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
Basic
 
$
0.22

 
$
0.63

(c) 
$
0.85

Diluted
 
$
0.22

 
$
0.63

(c) 
$
0.85

 
 
 
 
 
 
 
Weighted-average common shares outstanding
 
 
 
 
 
 
Basic
 
463,735

 
—

 
463,735

Diluted
 
465,551

 
—

 
465,551

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.




CABOT OIL & GAS CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1) BASIS OF PRESENTATION
The unaudited pro forma condensed consolidated financial statements give effect to the pro forma adjustments necessary to reflect the divestiture of the Eagle Ford Shale Properties as if the transaction had occurred on December 31, 2017 for the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2017 for the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2017.
(2) PRO FORMA ADJUSTMENTS
The unaudited pro forma condensed consolidated financial statements reflect the following adjustments:

Balance Sheet
“As reported” – represents the historical consolidated balance sheet of Cabot Oil & Gas Corporation as of December 31, 2017.
a)
To adjust for the proceeds and other estimated closing adjustments associated with the divestiture. The following is a table of the estimated cash proceeds (in thousands):
Gross cash proceeds
 
$
765,000

Less: estimated closing and post-closing adjustments
 
(32,813
)
Less: retained non-consent assets
 
(5,791
)
Estimated net cash proceeds
 
726,396

Less: deposit recorded in accounts payable
 
(76,500
)
Estimated net cash received at closing
 
$
649,896

b)To remove the Eagle Ford Shale Properties sold pursuant to the purchase and sale agreement dated December 19, 2017. The following is a summarization of the application of net proceeds and estimated loss on the divestiture (in thousands):
Estimated net cash proceeds
 
$
726,396

Current assets held for sale (inventory)
 
(1,440
)
Non-current assets held for sale (oil and gas)
 
(772,707
)
Current liabilities held for sale (revenue suspense)
 
2,212

Non-current liabilities held for sale (asset retirement obligations)
 
14,264

Estimated loss on disposition of assets
 
(31,275
)
Tax benefit(1)
 
7,318

Estimated net loss on disposition of assets
 
$
(23,957
)
(1) The income tax benefit was based on the Company's estimated blended statutory federal and state rate of 23.4%.
     This rate includes the impact of the Tax Act which was enacted in December 2017.
Statement of Operations
“As reported” – represents the historical consolidated statement of operations of Cabot Oil & Gas Corporation for the year ended December 31, 2017.
c)
All adjustments are to eliminate revenues and costs of the Eagle Ford Shale Properties from the Company's consolidated operations. These adjustments include the income tax effects at the Company's estimated blended statutory federal and state rate of 36.9%.