Acquisitions

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

Merger with Cimarex Energy Co.

On May 23, 2021, the Company entered into an Agreement and Plan of Merger (as amended as of June 29, 2021, the “Merger Agreement”) with Cimarex to combine via a merger transaction pursuant to which a wholly owned subsidiary of Cabot merged with and into Cimarex, with Cimarex surviving the merger as a subsidiary of Cabot (“Merger”). The respective Boards of Directors of the Company and Cimarex unanimously approved the Merger in May 2021, proposals related to the Merger were approved by stockholders of the Company and Cimarex on September 29, 2021, and the Merger was completed on October 1, 2021. Cimarex is an oil and gas exploration and production company with operations in Texas, New Mexico and Oklahoma.

The Company issued approximately 408.2 million shares of its common stock to Cimarex stockholders under terms of the Merger Agreement (excluding restricted shares that were awarded in replacement of previously outstanding Cimarex restricted share awards). Under the terms of the Merger Agreement, subject to certain exceptions, each share of Cimarex common stock was converted into the right to receive 4.0146 shares of common stock of the Company. Based on the closing price of Coterra's common stock on October 1, 2021, the total value of such shares of Coterra common stock was approximately $9.1 billion.

The transaction is being accounted for using the acquisition method of accounting, with the Company being treated as the accounting acquirer. Under the acquisition method of accounting, the assets, liabilities and mezzanine equity of Cimarex and its subsidiaries will be recorded at their respective fair values as of the date of the completion of the Merger. The preliminary purchase price allocation is not complete as of the date of this report and will be an ongoing process for up to one year subsequent to the closing date of the Merger. Determining the fair value of the assets and liabilities of Cimarex requires judgment and certain assumptions to be made, the most significant of these being related to the valuation of Cimarex's oil and gas properties. The Merger was structured as a tax-free reorganization for United States federal income tax purposes.

The post-acquisition results of operations of Cimarex for the fourth quarter of 2021 will be included in the Company's consolidated results for the period ending December 31, 2021.