UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities
Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Coterra Energy Inc. (the “Company”) closed its previously announced registered public offering of $500,000,000 aggregate principal amount of its 5.60% senior notes due 2034 (the “Notes”) on March 13, 2024. The Notes will mature on March 15, 2034. The Notes were issued pursuant to an indenture, dated as of October 7, 2021 (the “Base Indenture”), by and between the Company, as issuer, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented and amended by a second supplemental indenture, dated as of March 13, 2024 (the “Second Supplemental Indenture”), by and between the Company and the Trustee.
The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes and equally in right of payment with all of the Company’s existing and future senior indebtedness that is not subordinated. The Notes are structurally subordinated to all indebtedness of the Company’s subsidiaries and effectively subordinated to any of the Company’s future secured indebtedness to the extent of the value of the collateral securing such indebtedness.
The foregoing summary is not complete and is qualified in its entirety by reference to the full text of (i) the Base Indenture attached as Exhibit 4.1 hereto, (ii) the Second Supplemental Indenture attached as Exhibit 4.2 hereto, and (iii) the form of the Notes attached as Exhibit 4.3 hereto, the terms of which are, in each case, incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
| COTERRA ENERGY INC. | ||
| By: | /s/ TODD M. ROEMER | |
| Todd M. Roemer | ||
| Vice President and Chief Accounting Officer | ||
Date: March 13, 2024