Coterra Energy Inc美股招股说明书(2024-12-05版)

COTERRA ENERGY INC. $750,000,000 5.40% Senior Notes due 2035$750,000,000 5.90% Senior Notes due 2055 We are offering $750,000,000 aggregate principal amount of our 5.40% Senior Notes due 2035 (the “2035 notes”)and $750,000,000 aggregate principal amount of our 5.90% Senior Notes due 2055 (the “2055 notes” and,together with the 2035 notes, the “notes”). The 2035 notes will bear interest at the rate of 5.40% per year and willmature on February 15, 2035. The 2055 notes will bear interest at the rate of 5.90% per year and will mature onFebruary 15, 2055. Interest on the notes will accrue from December 17, 2024, and will be payable semi-annuallyin arrears on February 15 and August 15 of each year, beginning August 15, 2025. The notes will be issued inminimum denominationsof$2,000 and integral multiplesof$1,000 in excessof$2,000. We may redeem all or a part of the notes of either series at any time at the applicable redemption prices describedunder “Description of Notes—Optional Redemption.” We intend to use the net proceeds from this offering, together with cash on hand and borrowings under our TermLoan Agreement (as defined below), to fund the cash consideration component of each of the Franklin MountainEnergy Transaction (as defined herein) and the Avant Transaction (as defined herein) and to pay fees andexpenses related to the Transactions (as defined herein). This offering is not contingent on the consummation ofeither the Franklin Mountain Energy Transaction or the Avant Transaction.If(A)(i) the consummation of theFranklin Mountain Energy Transaction does not occur on or before the laterof(a) the date that is ten businessdays after February 26, 2025 and (b) the date that is ten business days after the date to which the target closingdate under the Franklin Mountain Energy Purchase Agreement (as defined herein) may be extended (such laterdate, the “Franklin Mountain Energy Outside Date”), (ii) prior to the Franklin Mountain Energy Outside Date, theFranklin Mountain Energy Purchase Agreement is terminated or (iii) we otherwise notify the Trustee (as definedherein) in writing that we will not pursue the consummation of the Franklin Mountain Energy Transaction (any suchevent described in clauses (A)(i)-(iii), a “Franklin Mountain Energy Termination Event”) orif(B)(i) theconsummation of the Avant Transaction does not occur on or before the laterof(a) the date that is ten businessdays after February 17, 2025 and (b) the date that is ten business days after any later date to which we and theAvant Sellers (as defined herein) may agree to extend the outside date under the Avant Purchase Agreement (asdefined herein) (such later date, the “Avant Outside Date”), (ii) prior to the Avant Outside Date, the AvantPurchase Agreement (as defined herein) is terminated or (iii) we otherwise notify the Trustee in writing that we willnot pursue the consummation of the Avant Transaction (any such event described in clauses (B)(i)-(iii), an “AvantTermination Event”), then we will be required to redeem the 2035 notes at a redemption price equal to 101% ofthe principal amount of the 2035 notes to be redeemed plus accrued and unpaid interest to, but excluding, theSpecial Mandatory Redemption Date (as defined herein). Additionally, if both a Franklin Mountain EnergyTermination Event and an Avant Termination Event occur, then we will also be required to redeem the 2055 notesat a redemption price equal to 101% of the principal amount of the 2055 notes to be redeemed plus accrued andunpaid interest to, but excluding, the Special Mandatory Redemption Date. For more detail, see “Description ofNotes—Special Mandatory Redemption.” The notes will be our general, unsecured obligations and will be senior in right of payment to all of our futuresubordinated indebtedness, equal in right of payment with all of our existing and future senior indebtedness,structurally subordinated to all indebtedness of our subsidiaries, and effectively subordinated to any of our futuresecured indebtedness, to the extent of the value of the collateral securing such indebtedness. You should read this prospectus supplement and the accompanying base prospectus carefully before youinvest in our notes. Investing in our notes involves risks. See “Risk Factors” beginning on page S-8 for adiscussion of certain risks that you should consider in connection with an investment in the notes. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTPageABOUT THIS PROSPECTUSSUPPLEMENTS-iiCAUTIONARY STATEMENTREGARDING FORWARD-LOOKINGSTATEMENTSS-iiiSUMMARYS-1RISK FACTORSS-8USE OF PROCEEDSS-14CAPITALIZATIONS-15DESCRIPTION OF NOTESS-17PageBOOK-ENTRY, DELIVERY AND FORMS-33CERTAIN UNITED STATES FEDERALINCOME TAXCONSIDERATIONSS-38CERTAIN ERISA CONSIDERATIONSS-43UNDERWRITINGS-46LEGAL MATTERSS-54EXPERTSS-54WHERE YOU CAN FIND MOREINFORMATIONS-55 CAUTIONARY STATEMENTREGARDING FORWARD-LOOKINGSTATEMENTS4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6DESCRIPTION OF RIGHTS11DESCRIPTION OF DEBT SECURITIES12P