Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
February 28 2024 - 5:04PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-264652
February 28, 2024
Pricing term sheet dated February 28, 2024
to Preliminary Prospectus Supplement dated February
28, 2024
(the “Preliminary Prospectus Supplement”)
Coterra Energy Inc.
$500,000,000
5.60% Senior Notes due 2034
The information in this pricing
term sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to
the extent inconsistent with the information in the Preliminary Prospectus Supplement. This term sheet is qualified in its entirety by
reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set
forth in the Preliminary Prospectus Supplement.
Issuer: |
Coterra Energy Inc. |
Title of Securities: |
5.60% Senior Notes due 2034 (the “notes”) |
Distribution: |
SEC Registered |
Principal Amount: |
$500,000,000 |
Date of Maturity: |
March 15, 2034 |
Public Offering Price: |
99.720% of the Principal Amount |
Coupon: |
5.60% |
Yield to Maturity: |
5.637% |
Reference Treasury Security: |
UST 4.00% due February 15, 2034 |
Reference Treasury Price / Yield: |
97-22 / 4.287% |
Spread to Benchmark Treasury: |
+135 bps |
Interest Payment Dates: |
March 15 and September 15, commencing September 15, 2024 |
Make-Whole Redemption Provision: |
At any time prior to December 15, 2033 at a discount rate of U.S. Treasury plus 25 basis points |
Par Redemption Provision: |
At any time on or after December 15, 2033 |
Expected Ratings (Moody’s / S&P / Fitch):* |
Baa2 / BBB / BBB |
CUSIP / ISIN: |
127097AL / US127097AL75 |
Trade Date: |
February 28, 2024 |
Settlement Date:** |
March 13, 2024 (T+10) |
Joint Book-Running Managers: |
J.P. Morgan Securities LLC
TD Securities (USA) LLC
Wells Fargo Securities, LLC
BofA Securities, Inc.
PNC Capital Markets LLC
Scotia Capital (USA) Inc.
U.S. Bancorp Investments, Inc.
|
Co-Managers: |
CIBC World Markets Corp.
Citigroup Global Markets Inc.
RBC Capital Markets, LLC
Truist Securities, Inc.
Capital One Securities, Inc.
Comerica Securities, Inc. |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time. |
| ** | The issuer expects delivery of the notes will be made against payment therefor on or about March 13, 2024,
which is the tenth business day following the date of pricing of the notes (such settlement being referred to as “T+10”).
As of the date hereof, under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally
are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the notes more than two business days prior to the scheduled settlement date will be required, by virtue of the fact that
the notes initially will settle in T+10, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement
and should consult their own advisers. |
This communication is intended for the sole
use of the person to whom it is provided by the sender. This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities nor shall there be any sale of these securities in any jurisdiction in which such solicitation or sale would
be unlawful prior to registration or qualification of these securities under the laws of any such jurisdiction.
The issuer has filed a registration statement
(including a prospectus and a prospectus supplement) with the U.S. Securities and Exchange Commission (“SEC”) for the
offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration
statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You
may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or
any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by
calling J.P. Morgan Securities LLC collect at 1-212-834-4533; TD Securities (USA) LLC toll-free at 1-855-495-9846; Wells Fargo Securities,
LLC toll-free at 1-800-645-3751 or BofA Securities, Inc. toll free at 1-800-294-1322.
ANY DISCLAIMER OR OTHER NOTICES
THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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