Item 7.01 REGULATION FD DISCLOSURE

Exchange Offers and Consent Solicitations





On September 8, 2021, Cimarex Energy Co. ("Cimarex") announced that, in
connection with the anticipated merger of Cimarex with a wholly owned subsidiary
of Cabot Oil & Gas Corporation ("Cabot"), Cabot has commenced offers to exchange
any and all outstanding notes issued by Cimarex (the "Existing Cimarex Notes")
for (1) up to $2,000,000,000 aggregate principal amount of new notes to be
issued by Cabot (the "New Cabot Notes") and (2) cash (each, an "Exchange Offer"
and, collectively, the "Exchange Offers"). In conjunction with the Exchange
Offers, Cimarex is soliciting consents (each, a "Consent Solicitation" and,
collectively, the "Consent Solicitations") to adopt certain proposed amendments
to each of the indentures governing the Existing Cimarex Notes to eliminate
certain of the covenants, restrictive provisions and events of default from

such
indentures.



The Exchange Offers and Consent Solicitations are subject to the consummation of
the merger transaction contemplated by the Agreement and Plan of Merger, dated
as of May 23, 2021, as amended on June 29, 2021 (as it may be further amended
from time to time, the "Merger Agreement"), among Cimarex, Double C Merger
Sub, Inc., a wholly owned subsidiary of Cabot ("Merger Sub"), and Cabot,
pursuant to which Merger Sub will merge with and into Cimarex (the "Merger"),
with Cimarex surviving the Merger as a wholly owned subsidiary of Cabot. In
addition, each Exchange Offer and Consent Solicitation is conditioned upon the
completion of the other Exchange Offers and Consent Solicitations, although
Cabot may waive such condition at any time with respect to an Exchange Offer.



The New Cabot Notes have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state or foreign securities laws.
Therefore, the New Cabot Notes may not be offered or sold in the United States
or to any U.S. person absent registration, except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.



The Exchange Offers and Consent Solicitations are being made pursuant to the
terms and subject to the conditions set forth in the offering memorandum and
consent solicitation statement dated as of September 8, 2021 (as it may be
amended or supplemented, the "Offering Memorandum and Consent Solicitation
Statement"). A copy of the press release announcing the Exchange Offers and the
Consent Solicitations is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.




The information in this Item 7.01, as well as Exhibit 99.1 attached hereto, is
being furnished, not filed. Accordingly, such information will not be
incorporated by reference into any registration statement filed by Cabot under
the Securities Act, unless specifically identified as being incorporated by

reference therein.


ITEM 8.01 OTHER EVENTS

Anticipated Board of Directors Upon Effectiveness of the Merger





Under the terms of the Merger Agreement, Cabot has agreed to take all actions as
may be necessary to cause (1) the number of directors constituting the Cabot
board of directors as of the effective time of the Merger to be ten and (2) the
Cabot board of directors as of the effective time of the Merger to be composed
of (A) five persons who are current members of the Cabot board of directors (the
"designated Cabot directors") to be selected by the Cabot board of directors
prior to the effective time of the Merger, one of whom will be Mr. Dan O.
Dinges, and (B) five persons who are current members of the Cimarex board of
directors (the "designated Cimarex directors") to be selected by the Cimarex
board of directors prior to the effective time of the Merger, one of whom will
be Mr. Thomas E. Jorden. Subject to formal action to be taken by the Cabot board
of directors, it is currently anticipated that: (1) in addition to Mr. Dinges,
the designated Cabot directors will be Ms. Dorothy M. Ables, Mr. Robert S.
Boswell, Ms. Amanda M. Brock and Mr. Marcus A. Watts; and (2) in addition to
Mr. Jorden, the designated Cimarex directors will be Ms. Lisa A. Stewart (who is
expected to serve as Lead Director), Mr. Paul N. Eckley, Mr. Hans Helmerich and
Ms. Frances M. Vallejo. Background information concerning the anticipated
designated Cabot directors can be found in Cabot's Definitive Proxy Statement on
Schedule 14A for its Annual Meeting of Stockholders held on April 29, 2021, and
background information concerning the anticipated designated Cimarex directors
can be found in Cimarex's Definitive Proxy Statement on Schedule 14A for its
Annual Meeting of Stockholders held on May 12, 2021.

Item 9.01 Financial Statements and Exhibits





Exhibit No.                                         Exhibit Name
   99.1         Joint press release, dated September 8, 2021

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)






No Offer or Solicitation




This filing is not intended to and shall not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act. The
Exchange Offers and Consent Solicitations are being made to eligible holders
solely pursuant to the Offering Memorandum and Consent Solicitation Statement
and only to such persons and in such jurisdictions as is permitted under
applicable law.

Additional Information about the Merger and Where to Find It





In connection with the proposed Merger, Cabot filed with the SEC a registration
statement on Form S-4 on June 30, 2021 (as amended on August 13, 2021), that
includes a joint proxy statement of Cabot and Cimarex and that also constitutes
a prospectus of Cabot. The registration statement was declared effective by the
Securities and Exchange Commission ("SEC") on August 20, 2021, and on August 23,
2021 Cabot and Cimarex each filed the definitive joint proxy
statement/prospectus in connection with the proposed Merger with the SEC. Cabot
and Cimarex commenced mailing the definitive joint proxy statement/prospectus to
stockholders on or about August 23, 2021. Each of Cabot and Cimarex will also
file other relevant documents with the SEC regarding the proposed Merger. This
press release is not a substitute for the registration statement, the definitive
joint proxy statement/prospectus or any other document that Cabot or Cimarex has
filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND
ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CABOT, CIMAREX
AND THE PROPOSED MERGER. Investors and security holders are able to obtain free
copies of the registration statement, the definitive joint proxy
statement/prospectus and all other documents containing important information
about Cabot, Cimarex and the proposed Merger, once such documents are filed with
the SEC through the website maintained by the SEC at http://www.sec.gov. Copies
of the documents filed with the SEC by Cabot may be obtained free of charge on
Cabot's website at www.cabotog.com/investor-relations. Copies of the documents
filed with the SEC by Cimarex may be obtained free of charge on Cimarex's
website at www.cimarex.com/investor-relations.

Participants in the Solicitation





Cabot, Cimarex and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in respect of
the proposed Merger. Information about the directors and executive officers of
Cabot, including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Cabot's proxy statement for its
2021 Annual Meeting of Stockholders, which was filed with the SEC on March 12,
2021, and Cabot's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on February 26, 2021.
Information about the directors and executive officers of Cimarex, including a
description of their direct or indirect interests, by security holdings or
otherwise, is set forth in Cimarex's proxy statement for its 2021 Annual Meeting
of Stockholders, which was filed with the SEC on March 26, 2021, and Cimarex's
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which
was filed with the SEC on February 23, 2021. Investors may obtain additional
information regarding the interests of those persons and other persons who may
be deemed participants in the proposed Merger by reading the definitive joint
proxy statement/prospectus and other relevant materials to be filed with the SEC
regarding the proposed Merger when such materials become available. Investors
should read the definitive joint proxy statement/prospectus, carefully before
making any voting or investment decisions. You may obtain free copies of these
documents from Cabot or Cimarex using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Information


This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of federal securities laws. Words such as anticipates,
believes, expects, intends, plans, outlook, will, should, may and similar
expressions may be used to identify forward-looking statements. Forward-looking
statements are not statements of historical fact and reflect Cabot's and
Cimarex's current views about future events. Such forward-looking statements
include, but are not limited to, statements about the benefits of the proposed
merger involving Cabot and Cimarex, including future financial and operating
results? Cabot's and Cimarex's plans, objectives, expectations and intentions?
the expected timing and likelihood of completion of the transaction? the
expected timing and amount of any future dividends? and other statements that
are not historical facts, including estimates of oil and natural gas reserves
and resources, estimates of future production, assumptions regarding future oil
and natural gas pricing, planned drilling activity, future results of
operations, projected cash flow and liquidity, the achievement of synergies,
business strategy and other plans and objectives for future operations. No
assurances can be given that the forward-looking statements contained in this
communication will occur as projected and actual results may differ materially
from those projected. Forward-looking statements are based on current
expectations, estimates and assumptions that involve a number of risks and
uncertainties that could cause actual results to differ materially from those
projected. These risks and uncertainties include, without limitation, the
ability to obtain the requisite Cabot and Cimarex stockholder approvals? the
risk that an event, change or other circumstances could give rise to the
termination of the proposed merger? the risk that a condition to closing of the
merger may not be satisfied on a timely basis or at all? the length of time
necessary to close the proposed transaction, which may be longer than
anticipated for various reasons? the risk that the businesses will not be
integrated successfully? the risk that the cost savings and any other synergies
from the transaction may not be fully realized or may take longer to realize
than expected? the risk that any announcement relating to the proposed
transaction could have adverse effects on the market price of Cabot's common
stock or Cimarex's common stock? the risk of litigation related to the proposed
transaction? the effect of future regulatory or legislative actions on the
companies or the industry in which they operate, including the risk of new
restrictions with respect to well spacing, hydraulic fracturing, natural gas
flaring or other oil and natural gas development activities? the risk that the
credit ratings of the combined business may be different from what the companies
expect? disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers? the diversion of
management time on merger-related issues? the volatility in commodity prices for
crude oil and natural gas? the continuing effects of the COVID-19 pandemic and
the impact thereof on Cabot's and Cimarex's businesses, financial condition and
results of operations? actions by, or disputes among or between, the
Organization of Petroleum Exporting Countries and other producer countries? the
presence or recoverability of estimated reserves? the ability to replace
reserves? environmental risks? drilling and operating risks? exploration and
development risks? competition? the ability of management to execute its plans
to meet its goals? and other risks inherent in Cabot's and Cimarex's businesses.
In addition, the declaration and payment of any future dividends, whether
regular base quarterly dividends, variable dividends or special dividends
following completion of the proposed transaction, will depend on the combined
business financial results, cash requirements, future prospects and other
factors deemed relevant by the board of directors of Cabot (as then
constituted). These risks, as well as other risks related to the proposed
transaction, are described in the registration statement on Form S-4 and
preliminary joint proxy statement/prospectus that was filed with the SEC and the
definitive joint proxy statement/prospectus if and when it becomes available in
connection with the proposed transaction. While the list of factors presented
here is, and the list of factors to be presented in the registration statement
on Form S-4 are, considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual outcomes may vary materially from those
indicated. For additional information about other factors that could cause
actual results to differ materially from those described in the forward-looking
statements, please refer to: (1) Cabot's annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, which are available on
Cabot's website at www.cabotog.com/investorrelations and on the SECs website at
http://www.sec.gov? and (2) Cimarex's annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, which are available on its
website at www.cimarex.com/investor-relations and on the SECs website at
http://www.sec.gov.



Forward-looking statements are based on the estimates and opinions of management
at the time the statements are made. Except to the extent required by applicable
law, neither Cabot nor Cimarex undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.

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