CIMAREX ENERGY CO. (NYSE:XEC) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On March1, 2019, Cimarex Energy Co. (“Cimarex”) completed its previously announced acquisition of Resolute Energy Corporation (“Resolute”), to the Agreement and Plan of Merger, dated as of November18, 2018 (the “Merger Agreement”), by and among Cimarex, CR Sub 1 Inc., a direct wholly owned subsidiary of Cimarex (“Merger Sub 1”), CR Sub 2 LLC under its amended name, Cimarex Resolute LLC, a direct wholly owned subsidiary of Cimarex (“Merger Sub 2”), and Resolute. to the Merger Agreement, Merger Sub 1 merged with and into Resolute (the “First Merger”), with Resolute surviving and continuing as the surviving corporation. Immediately following the effective time of the First Merger (the“Effective Time”), Resolute merged with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Merger”), with Merger Sub 2 surviving and continuing as the surviving company.

to the Merger Agreement, each share of common stock, par value $0.0001 per share, of Resolute (“Resolute Common Stock”) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Converted Shares and any Appraisal Shares (as such terms are defined in the Merger Agreement)) was converted into the right to receive, in accordance with such holder’s election, subject to proration as described below, one of the following forms of consideration (the “Merger Consideration”):

· an amount of cash, without interest, equal to $35.00 (subject to adjustment in accordance with the terms of the Merger Agreement); or

· 0.3943 shares of Cimarex Common Stock (subject to adjustment in accordance with the terms of the Merger Agreement).

In addition, holders of Resolute restricted stock (time and/or performance vested), outperformance share rights and/or options (collectively, the “Resolute Equity Awards”) at the Effective Time also had rights to receive the Merger Consideration, in accordance with such holder’s election, subject to proration as described below. Resolute stock appreciation rights and restricted cash awards were converted into rights to receive cash payments at the Effective Time.

The elections were subject to proration so that the aggregate Merger Consideration paid to all holders of Resolute shares eligible to make an election of the Merger Consideration (including holders of Resolute Equity Awards whose awards were converted into rights to receive the Merger Consideration) consisted of no more than 60% shares of Cimarex Common Stock and 40% cash, based on the closing sale price for shares of Cimarex Common Stock on November16, 2018. No fractional shares of Cimarex Common Stock were issued in the Merger, and holders of Resolute Common Stock instead received cash in lieu of fractional shares of Cimarex Common Stock.

Following proration, Cimarex issued approximately 5.7 million shares of Cimarex Common Stock and paid $325.6 million in cash to former holders of Resolute Common Stock and Resolute Equity Awards. At closing, the total amount of funds necessary to pay the cash portion of the Merger Consideration, pay transaction fees and expenses and repay in full the amounts outstanding under Resolute’s revolving credit facility was approximately $615million, which Cimarex funded with cash on hand. In connection with the Merger and concurrently with the closing, Cimarex also deposited funds sufficient to redeem any $600 million 8.50% Senior Notes of Resolute outstanding on April1, 2019 with cash on hand and borrowings under Cimarex’s revolving credit facility, satisfying and discharging the indenture governing the 8.50% Senior Notes. As of March1, 2019, Cimarex had $525 million in borrowings outstanding under its revolving credit facility, leaving an unused borrowing availability of $722.5 million.

to the Merger Agreement, each share of preferred stock of Resolute, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive one share of 81/8% SeriesA Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of Cimarex (“Cimarex Preferred Stock”). As a result of the Merger, Cimarex issued 62,500 shares of Cimarex Preferred Stock and reserved for issuance 579,459 shares of Cimarex Common Stock issuable upon conversion of such Cimarex Preferred Stock. The terms of the Cimarex Preferred Stock are more fully described in the Certificate of Designations (as defined