Coterra Energy Recommends Stockholders Reject "Mini-Tender" Offer by TRC Capital Investment Corporation

HOUSTON--(BUSINESS WIRE)--Coterra Energy Inc. (NYSE: CTRA) (“Coterra”) today announced that it has received notice of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation ("TRC Capital") to purchase up to 4,000,000 shares of Coterra’s common stock, or approximately 0.5% of Coterra’s outstanding shares, at an offer price of $25.50 per share. TRC Capital's offer price of $25.50 per share is approximately 4.5% lower than the $26.71 closing price of Coterra’s common stock on the NYSE on July 21, 2023.

Coterra does not endorse TRC Capital's unsolicited mini-tender offer and recommends that stockholders do not tender their shares in response to TRC Capital's offer because the offer is at a price that is significantly below the current market value of Coterra’s common stock. Coterra urges stockholders who have not responded to TRC Capital's mini-tender offer to take no action. Any stockholders who tender (or have already tendered) their shares may withdraw them at any time prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on August 22, 2023, by providing written notice in accordance with the TRC Capital mini-tender offer documents. Stockholders are encouraged to carefully review the "Withdrawal Rights" section of the TRC Capital mini-tender offer documents.

Coterra is not affiliated or associated in any way with TRC Capital, its mini-tender offer or its mini-tender offer documents. TRC Capital has made similar unsolicited mini-tender offers for stock of other public companies. Mini-tender offers, like TRC Capital’s, seek less than five percent of a company’s outstanding common stock, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission ("SEC") that apply to offers for more than five percent of a company's outstanding common stock. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. Also, as noted in the TRC Capital mini-tender offer documents, TRC Capital is not generally subject to the information filing requirements of the Securities Exchange Act of 1934, as amended, and is not generally required to file reports, proxy statements and other information with the SEC relating to its business, financial condition and otherwise.

The SEC has issued cautionary guidance to investors regarding mini-tender offers at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. Consistent with the cautionary guidance from the SEC, Coterra urges investors to obtain a current market quotation for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's offer.

Coterra encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://sec.gov/divisions/marketreg/minitenders/sia072401.htm and National Association of Securities Dealers, Inc. Notice to Members 99-53, issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at https://finra.org/sites/default/files/NoticeDocument/p004221.pdf.

Coterra requests that a copy of this press release be included in all distributions of materials relating to TRC Capital's mini-tender offer for Coterra’s common stock.

About Coterra Energy

Coterra is a premier exploration and production company based in Houston, Texas with focused operations in the Permian Basin, Marcellus Shale, and Anadarko Basin. We strive to be a leading energy producer, delivering sustainable returns through the efficient and responsible development of our diversified asset base. Learn more about us at www.coterra.com.