As filed with the Securities and Exchange Commission
on October 4, 2021
Registration No. 333-257534
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO
REGISTRATION STATEMENT
ON FORM S-4
Under
THE SECURITIES ACT OF 1933
Coterra Energy Inc.
(Exact name of registrant as specified in its
charter)
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Delaware
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1311
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04-3072771
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
(281) 589-4600
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Scott C. Schroeder
Executive Vice President and Chief Financial
Officer
Coterra Energy Inc.
Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
(281) 589-4600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
Ted W. Paris
Clinton W. Rancher
Eileen S. Boyce
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Title
of each class of
securities
to be registered
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Amount
to
be
registered
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Proposed
maximum
offering price
per security
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Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Common Stock, par value $0.10
per share
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66,627
(1)
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(2
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)
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(2
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)
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(2
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)
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(1)
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This Post-Effective Amendment No. 1 on Form S-3 relates
to shares of common stock, par value $0.10 per share (“Common Stock”), of Coterra Energy Inc., a Delaware corporation
(formerly known as Cabot Oil & Gas Corporation) (the “Registrant”), issuable in the future under certain stock options
outstanding pursuant to the Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan and the Cimarex Energy Co. 2014 Equity
Incentive Plan, each as amended to date, which options were assumed by the Registrant in connection with the merger involving Cimarex
Energy Co., a Delaware corporation (“Cimarex”), on October 1, 2021 (the “Merger”) and which options were held by individuals who were
not directors or employees of the Registrant immediately following the completion of the Merger. In accordance with Rule 416 under
the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers such additional
shares of Common Stock and securities that may from time to time be offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
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(2)
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This Post-Effective Amendment No. 1 on Form S-3 covers
the offering with respect to securities that was originally registered on the Registrant’s Registration Statement on Form S-4
(File No. 333-257534), which was filed on June 30, 2021, as amended, and was declared effective on August 20, 2021 (the “Form
S-4”). All filing fees payable in connection with the issuance of these securities were previously paid in connection with
the filing of the Form S-4.
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EXPLANATORY NOTE
Coterra Energy Inc., a Delaware corporation (formerly known as
Cabot Oil & Gas Corporation) (the “Registrant”), hereby amends its Registration Statement on Form S-4 (File No.
333-257534), which was filed on June 30, 2021, as amended, and was declared effective on August 20, 2021 (the “Form
S-4”), by filing this Post-Effective Amendment No. 1 on Form S-3 to the Form S-4, containing an updated prospectus relating to
the offer and sale of up to 66,627 shares of the Registrant’s common stock, par value $0.10 per share (“Common
Stock”), issuable upon the exercise of certain outstanding stock options (the “Converted Options”) that were
initially issued by Cimarex Energy Co., a Delaware corporation (“Cimarex”), under the Cimarex Energy Co. Amended and
Restated 2019 Equity Incentive Plan and the Cimarex Energy Co. 2014 Equity Incentive Plan (collectively, the “Plans”),
and that were assumed by the Registrant, to individuals who were not directors or employees of the Registrant immediately following
the effective time of the Merger, as defined below.
On October 1, 2021, the Registrant and Cimarex consummated a transaction
whereby Double C Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant (“Merger Sub”),
merged with and into Cimarex (the “Merger”) as contemplated by, and in accordance with, the Agreement and Plan of Merger,
dated as of May 23, 2021, by and among the Registrant, Merger Sub and Cimarex (as amended on June 29, 2021, the “Merger Agreement”).
As a result of the Merger, Cimarex became a subsidiary of the Registrant. Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger, certain outstanding awards issued under the Plans were assumed by the Registrant and converted into awards with respect
to Common Stock.
Prospectus
Coterra
Energy Inc.
66,627 Shares of Common Stock Underlying Options Previously Granted
This prospectus relates to up to 66,627 shares of common stock, par
value $0.10 per share (“Common Stock”), of Coterra Energy Inc. (the “Registrant,” “Coterra,” “we,”
“us” or “our”). The shares of Common Stock are issuable upon the exercise of outstanding options held by former
directors or employees of Cimarex Energy Co. (“Cimarex”), which options were assumed by us in connection with the Merger.
We will not receive any proceeds from the sale of shares of Common
Stock covered by this prospectus other than proceeds from the exercise of any options whose underlying shares of Common Stock are covered
by this prospectus.
Our Common Stock is listed on the New York Stock Exchange (“NYSE”)
under the symbol “CTRA.” On September 30, 2021, the last reported sale price of our Common Stock on the New York Stock Exchange
was $21.76 per share.
You should carefully read and consider the risk factors included
in our periodic reports and other information that we file with the Securities and Exchange Commission before you invest in our securities.
See “Risk Factors” beginning on page 4 of this prospectus.
Neither the Securities and Exchange Commission
the ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
Prospectus dated October 4, 2021.
We have not authorized anyone to provide any information or to
make any representations other than those contained or incorporated by reference in this prospectus and any written communication prepared
by us or on our behalf. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. You should not assume that the information provided in this prospectus or incorporated by reference in
this prospectus or in any such free writing prospectus we have authorized is accurate as of any date other than the date on the front
of this prospectus or the date of those documents. Our business, financial condition, results of operations and prospects may have changed
since those dates. This prospectus and any accompanying prospectus supplement constitute an offer to sell only under circumstances and
in jurisdictions where it is lawful to do so.
SUMMARY
This summary contains basic
information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider
before investing in our Common Stock. You should read this entire prospectus and the documents incorporated by reference carefully, including
the section entitled “Risk Factors” in our Annual Report on Form 10-K and any updates to such risks in subsequently
filed Quarterly Reports on Form 10-Q and our financial statements and the notes thereto incorporated by reference into this
prospectus supplement before making an investment decision..
THE COMPANY
We are a premier, diversified energy company engaged in the
development, exploitation, exploration and production of oil and gas properties exclusively onshore in the United States. Our assets
are concentrated in the Marcellus Shale, Permian Basin and Mid-Continent Region. Our Common Stock is listed on the NYSE under the
symbol “CTRA.” Our principal executive office is located at Three Memorial City Plaza, 840 Gessner Road, Suite 1400,
Houston, Texas 77024, and our telephone number at that address is (281) 589-4600. For
further discussion of the material elements of our business, please refer to our most recent Annual Report on Form 10-K and
any subsequent reports we file with the SEC, which are incorporated by reference in this prospectus.
THE OFFERING
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Issuer
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Coterra Energy Inc.
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Shares offered
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Up to 66,627 shares of Common Stock,
par value $0.10 per share.
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Use of proceeds
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We will not receive any proceeds
from the sale of our common shares covered by this prospectus other than proceeds from the exercise of the Converted Options as to
which the underlying shares are covered by this prospectus. We have no plans for the application of any of these proceeds other than
for general corporate purposes.
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New York Stock Exchange Symbol
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“CTRA”
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RISK FACTORS
Investing in the securities to be offered by this prospectus and any
applicable prospectus supplement involves risk. Before you make a decision to buy our securities, you should read and carefully consider
the risks and uncertainties discussed under “Forward-Looking Statements” and the risk factors set forth in our most recent
Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the SEC prior
to the date of this prospectus, and in the documents and reports that we file with the SEC after the date of this prospectus that are
incorporated by reference into this prospectus, as well as any risks described in any applicable prospectus supplement and any related
free writing prospectus or in other documents that are incorporated by reference therein. Additional risks not currently known to us
or that we currently deem immaterial may also have a material adverse effect on us.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this prospectus and any related
prospectus supplement, or incorporated by reference in this prospectus and any related prospectus supplement, or in any permitted
free writing prospectuses we have authorized for use with respect to the applicable offering or transaction, that are not purely
historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including statements regarding future financial and operating performance and results,
strategic pursuits and goals, market prices, future hedging and risk management activities. The words “expect,”
“project,” “estimate,” “believe,” “anticipate,” “intend,” “budget,”
“plan,” “forecast,” “target,” “predict,” “may,” “should,”
“could,” “will” and similar expressions are also intended to identify forward-looking statements. Such
statements involve risks and uncertainties, including, but not limited to, the continuing effects of the COVID-19 pandemic and the
impact thereof on our business, financial condition and results of operations, the availability of cash on hand and other sources of
liquidity to fund our capital expenditures, actions by, or disputes among or between, members of the Organization of Petroleum
Exporting Countries and other exporting nations (OPEC+), market factors, market prices (including geographic basis differentials) of
natural gas, results of future drilling and marketing activity, future production and costs, legislative and regulatory initiatives,
the integration of the merger of Cimarex Energy Co. and Coterra, electronic, cyber or physical security breaches and other
factors detailed herein and in our other SEC filings. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.
USE OF PROCEEDS
We will not receive any proceeds from the sale of our Common
Stock covered by this prospectus other than proceeds from the exercise, unless net-exercised as described below, of the Converted
Options whose underlying shares of Common Stock are covered by this prospectus. We have no plans for the application of any of these
proceeds other than for general corporate purposes. We have no assurance that any of such Converted Options will be exercised.
DESCRIPTION OF THE PLANS
The descriptions of the Cimarex
Energy Co. Amended and Restated 2019 Equity Incentive Plan and the Cimarex Energy Co. 2014 Equity Incentive Plan set forth in Exhibits
99.1 and 99.2 hereto are hereby incorporated by reference.
DESCRIPTION OF CAPITAL
STOCK
The description of our Common Stock, par value $0.10 per share, contained
under the heading “Comparison of Stockholders’ Rights” in the Form S-4 is hereby incorporated by reference.
PLAN OF DISTRIBUTION
We are registering 66,627 shares of Common Stock issuable upon the
exercise of the Converted Options.
Pursuant to the terms of the applicable options, our shares will be
issued to those option holders who elect to exercise and provide payment of the exercise price, including through a “net exercise”
of a number of shares otherwise deliverable in respect of the Converted Options. We do not know if or when the Converted Options will
be exercised. We also do not know whether any of the shares acquired upon exercise of any Converted Options will subsequently be resold.
We are not using an underwriter in connection with this offering.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports, proxy statements and
other business and financial information with the SEC. Our SEC filings are available to the public at the internet website maintained
by the SEC at www.sec.gov. You will also be able to obtain many of these documents, free of charge, from us by accessing our website
at http://www.coterra.com under the “Investor Relations” link and then the “SEC Filings” link.
The SEC allows us to “incorporate by reference” the information
we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information
we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02
or Item 7.01 of any Current Report on Form 8-K) until the termination of each offering under this prospectus. The documents we incorporate
by reference include:
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Registrant’s Quarterly Reports on Form 10-Q
for the quarterly periods ended March
31, 2021 and June
30, 2021;
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•
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Registrant’s Current Reports on Form 8-K filed with the SEC on April
30, 2021 (Two
Filings), May
24, 2021, June
17, 2021, September
8, 2021, September
17, 2021, September
29, 2021 and October
1, 2021;
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•
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The description of Registrant’s
common stock, par value $0.10 per share, contained in Registrant’s Registration Statement on Form 8-A filed on January 24,
1990, as amended by the Current Reports on Form 8-K filed on January 22,
2010, March 12,
2015, July 29,
2016(Two
Filings),
May 24, 2021 and June 17,
2021, and any other amendment or report filed for the purpose of updating such description; and
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•
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The Unaudited Pro Forma Combined
Financial Data of the Registrant and Cimarex, contained in Registrant’s Registration Statement on Form S-4 filed on June
29, 2021, as amended on August
13, 2021.
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All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the respective date of filing of such documents (other than
current reports furnished under Item 2.02 and Item 7.01 of Form 8-K).
You may request a copy of these filings, other than an exhibit to
these filings unless we have specifically incorporated that exhibit by reference into the filing, at no cost, by writing or telephoning
the Registrant at the following address:
Coterra Energy Inc.
Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
Attention: Investor Relations
Telephone: (281) 589-4600
LEGAL MATTERS
The validity of the shares of Common Stock offered
hereby have been passed upon for us by Baker Botts L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements and management’s assessment
of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control
over Financial Reporting) incorporated in this prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2020 have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Estimates of the proved reserves of the Registrant and related future
net revenues included in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 were subject to
an audit performed by Miller and Lents, Ltd., an independent petroleum engineer. Miller and Lents, Ltd. prepared independent estimates
of 100 percent of the proved reserves reported by the Registrant and found that such estimates were within 10 percent of the
Registrant’s reported proved reserves. Estimates of proved reserves and related future net revenues prepared by the Registrant
have been so incorporated in this prospectus in reliance on the authority of such firm as experts in such matters.
The consolidated financial statements of Cimarex Energy Co. as of
December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, and management's assessment
of the effectiveness of internal control over financial reporting as of December 31, 2020 incorporated by reference herein in
reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2020 consolidated financial
statements refers to a change in the method of accounting for leases in 2019 due to the adoption of Financial Accounting Standards
Board Accounting Standards Codification Topic 842, Leases.
DeGolyer and MacNaughton, an independent petroleum engineering firm,
reviewed Cimarex’s proved reserve estimates for properties comprising at least 80% of the total future net revenue discounted at
10% attributable to the total interests held by Cimarex as of December 31, 2020. Estimated quantities of Cimarex’s oil and
gas reserves and the net present value of such reserves have been included and incorporated by reference in this prospectus in reliance
on the authority of said firm as experts in petroleum engineering.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution
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The following table sets forth expenses payable by the Registrant
in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates.
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SEC registration fee
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$
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*
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Printing expenses
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5,000
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Legal fees and expenses
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25,000
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Accounting fees and expenses
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10,000
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Miscellaneous
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10,000
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Total
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$
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50,000
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* Previously paid
in connection with the original filing of this Registration Statement on Form S-4.
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Item 15.
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Indemnification of Directors and
Officers
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Section 145 of the General Corporation Law of the
State of Delaware (the “DGCL”) empowers a Delaware corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director or officer,
employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify directors, officers, employees and others in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged
to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred
to above or in defense of any claim, issue or matter therein, the corporation must indemnify such director or officer against the expenses
(including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.
Section 40 of the Coterra bylaws provides for indemnification
of Coterra’s directors and officers to the full extent permitted by law, as now in effect or later amended. Section 40 of the Coterra
bylaws provides that expenses incurred by a director or officer in defending a suit or other similar proceeding shall be paid by Coterra
upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that such
director or officer is not entitled to be indemnified by Coterra.
Additionally, the Coterra certificate of incorporation
contains a provision that limits the liability of Coterra’s directors to the fullest extent permitted by the DGCL. The provision
eliminates the personal liability of Coterra’s directors or the Coterra stockholders for monetary damages for breach of the director’s
fiduciary duty of care as a director. As a result, Coterra stockholders may be unable to recover monetary damages against directors for
negligent or grossly negligent acts or omissions in violation of their duty of care. The provision does not change the liability of a
director for breach of his duty of loyalty to Coterra or to the Coterra stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for the declaration or payment of dividends in violation of Delaware law,
or in respect of any transaction from which a director receives an improper personal benefit.
In addition to the indemnification provisions in
the Coterra certificate of incorporation and the Coterra bylaws, Coterra has taken such other steps as are reasonably necessary to effect
its indemnification policy. Included among such other steps is liability insurance provided by Coterra for its directors and officers
for certain losses arising from claims or charges made against them in their capacities as directors or officers of Coterra. Coterra
has also entered into indemnity agreements with individual officers. These agreements generally provide such officers with a contractual
right to indemnification to the full extent provided by applicable law and the Coterra bylaws as in effect at the respective dates of
such agreements.
Coterra has placed in effect insurance which purports
(1) to insure it against certain costs of indemnification which may be incurred by it pursuant to the aforementioned Coterra bylaws provision
or otherwise and (2) to insure Coterra’s officers and directors and of specified subsidiaries against certain liabilities incurred
by them in the discharge of their functions as officers and directors except for liabilities arising from their own malfeasance.
The exhibits listed below are filed or incorporated
by reference as part of this Registration Statement.
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*
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Incorporated by reference to the indicated filing.
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(a) The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
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provided, however, that paragraphs (1)(i),
(1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by a registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act to any purchaser:
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(A)
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Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
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(B)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective
date.
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(5)
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That,
for the purpose of determining liability of the Registrant under the Securities Act to any
purchaser in the initial distribution of the securities:
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The undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to the registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
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(b)
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The undersigned
registrant hereby further undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by a registrant of expenses incurred or paid by a director,
officer or controlling person of such registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, such registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, Coterra Energy Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing this Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement on Form S-4 and has duly caused this
Post-Effective Amendment No. 1 to such Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on October 4, 2021.
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COTERRA ENERGY INC.
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By:
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/s/ Thomas E. Jorden
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Thomas E. Jorden
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Chief Executive Officer, President
and Director
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Each person whose signature appears below constitutes
and appoints each of Thomas E. Jorden, Scott C. Schroeder, Francis B. Barron, Todd M. Roemer and Deidre L. Shearer, as his or her true
and lawful attorney or attorney-in-fact and agent, with full power to act with or without the others and with full power of substitution
and resubstitution, to execute in his or her name, place and stead, in any and all capacities, any or all amendments (including post-effective
amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to
do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable
to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 4, 2021.
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Signature
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Title
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Date
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/s/
Thomas E. Jorden
Thomas E. Jorden
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Chief Executive Officer,
President and
Director (Principal
Executive Officer)
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October 4, 2021
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/s/
Scott C. Schroeder
Scott C. Schroeder
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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October 4, 2021
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/s/
Todd M. Roemer
Todd M. Roemer
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Vice President and Chief Accounting Officer (Principal
Accounting Officer)
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October 4, 2021
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*
Dan O. Dinges
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Executive Chairman
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October 4, 2021
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/s/ Dorothy M. Ables
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Dorothy
M. Ables
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Director
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October 4, 2021
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/s/ Robert S. Boswell
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Robert
S. Boswell
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Director
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October 4, 2021
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/s/ Amanda M. Brock
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Amanda M. Brock
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Director
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October 4, 2021
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/s/ Paul N. Eckley
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Paul N. Eckley
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Director
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October 4, 2021
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/s/ Hans Helmerich
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Hans Helmerich
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Director
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October 4, 2021
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/s/ Lisa A. Stewart
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Lisa A. Stewart
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Director
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October 4, 2021
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/s/ Frances M. Vallejo
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Frances M. Vallejo
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Director
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October 4, 2021
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/s/ Marcus A. Watts
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Marcus A. Watts
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Director
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October 4, 2021
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*
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The undersigned,
by signing his name hereto, does hereby sign this Registration Statement on behalf of the
directors of the Registrant in front of whose name asterisks appear, pursuant to powers of
attorney duly executed by such directors and filed with the Commission.
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By:
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/s/ Todd M. Roemer
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Todd M. Roemer
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Attorney-in-Fact
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Grafico Azioni Cabot Oil and Gas (NYSE:COG)
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Grafico Azioni Cabot Oil and Gas (NYSE:COG)
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