CIMAREX ENERGY CO. (NYSE:XEC) Files An 8-K Entry into a Material Definitive Agreement
  Item 1.01 Entry Into a Material Definitive
  Agreement.
  On April10, 2017, Cimarex Energy Co. (the Company) completed the
  underwritten public offering of $750 million aggregate principal
  amount of its 3.90% Senior Notes due 2027 (the Notes). The Notes
  were sold to the public at 99.748% of par for a yield to maturity
  of 3.93%. The Company intends to use the net proceeds from the
  offering of approximately $741.7 million, after deducting
  underwriting discounts and commissions and estimated offering
  expenses, together with cash on hand, to fund the purchase price
  and accrued and unpaid interest payable with respect to all of
  the Companys 5.875% Senior Notes due 2022 (the 2022 Notes)
  validly tendered and accepted for payment to the cash tender
  offer and the redemption of any 2022 Notes that remain
  outstanding after completion or termination of the tender offer.
  The Notes were issued under the Indenture, dated as of April10,
  2017 (the Base Indenture), between the Company and U.S. Bank
  National Association, as trustee (the Trustee), as supplemented
  by a First Supplemental Indenture, dated as of April10, 2017 (the
  Supplemental Indenture and, together with the Base Indenture, the
  Indenture), between the Company and the Trustee.
  The Notes bear interest at the rate of 3.90% per annum. Interest
  on the Notes is payable semiannually on May15 and November15 of
  each year, beginning on November15, 2017. The Notes will mature
  on May15, 2027. The Indenture contains covenants that, among
  other things, restrict the Companys ability and the ability of
  its subsidiaries to: (1)incur liens securing indebtedness; and
  (2)consolidate, merge or sell all or substantially all of its
  assets. These restrictive covenants are subject to a number of
  important exceptions and qualifications.
  The Indenture provides for customary events of default (subject
  in certain cases to customary grace and cure periods), which
  include nonpayment with respect to the Notes, the breach of
  covenants contained in the Indenture, payment defaults on other
  indebtedness at maturity or acceleration of or foreclosure under
  other indebtedness, the failure to pay certain judgments and
  certain events of bankruptcy, insolvency or reorganization.
  Generally, if an event of default occurs, the Trustee or holders
  of at least 25% in aggregate principal amount of the then
  outstanding Notes may declare the principal and accrued but
  unpaid interest on all the Notes to be due and payable
  immediately. In the case of certain events of bankruptcy,
  insolvency or reorganization, all outstanding Notes will become
  due and payable immediately without further action or notice.
  The Company may at its option redeem some or all of the Notes
  before February15, 2027 at the make-whole redemption prices set
  forth in the Indenture, together with accrued and unpaid interest
  to, but excluding, the redemption date. In addition, at any time
  on or after February15, 2027, the Company may redeem all or part
  of the Notes at a price equal to 50% of the principal amount
  thereof plus accrued and unpaid interest to, but excluding, the
  redemption date.
  The Notes are the Companys general unsecured, senior obligations,
  are equal in right of payment with any of the Companys existing
  and future unsecured senior indebtedness that are not by their
  terms subordinated to the Notes, and will be effectively junior
  to the Companys
    future secured indebtedness to the extent of collateral
    securing that debt. The Notes are structurally subordinated to
    the indebtedness and other liabilities of the Companys
    subsidiaries.
  
    The Notes were offered and sold to the Companys and the
    subsidiary guarantors Registration Statement on FormS-3 (File
    No.333-207063) (the Registration Statement) and the prospectus
    supplement, dated April3, 2017, to the prospectus contained
    therein dated September21, 2015.
  
    The foregoing description of the Indenture and the Notes does
    not purport to be complete and is qualified in its entirety by
    reference to the full text of the Base Indenture and the
    Supplemental Indenture, which are attached hereto as Exhibits
    4.1 and 4.2, respectively, and incorporated by reference
    herein.
  
    Item 2.03 Creation of a Direct
    Financial Obligation or an Obligation under an Off-Balance
    Sheet Arrangement of a Registrant.
  
    The information set forth in Item 1.01 above with respect to
    the issuance of the Notes is incorporated herein by reference,
    as applicable.
  
Item 8.01 Other Events.
    The previously announced tender offer by the Company for up to
    $750 million aggregate principal amount of the Companys 5.875%
    Senior Notes due 2022 (the 2022 Notes) expired at 5:00 p.m.,
    New York City time, on April7, 2017 (the Expiration Date). The
    Company has accepted for purchase $253,423,000 aggregate
    principal amount of the 2022 Notes that were validly tendered
    and not withdrawn as of the Expiration Date for an aggregate
    consideration of approximately $261,448,906 plus accrued and
    unpaid interest on the 2022 Notes. Upon the terms and subject
    to the conditions specified in the Offer to Purchase dated
    April3, 2017, the Company accepted for payment, and made
    payment for, all such tendered 2022 Notes.
  
    On April7, 2017, the Company issued a press release announcing
    the results of the tender offer. A copy of the press release is
    filed as Exhibit99.1 to this Current Report on Form8-K and is
    incorporated by reference in its entirety to this Item 8.01.
  
    Item 9.01 Financial Statements and
    Exhibits.
  
(d)Exhibits
| Exhibit Number | 
 | DescriptionofExhibit | 
| 4.1 | 
          Indenture dated as of April10, 2017, by and between | |
| 4.2 | 
          First Supplemental Indenture dated as of April10, 2017, | |
| 4.3 | 
          Formof 3.90% Senior Notes due 2027 (included in | |
| 5.1 | 
          Opinion of Akin Gump Strauss Hauer Feld LLP regarding the | 
| Notes. | ||
| 23.1 | 
          Consent of Akin Gump Strauss Hauer Feld LLP (included in | |
| 99.1 | Press release of Cimarex Energy Co. dated April7, 2017. | 
 About CIMAREX ENERGY CO. (NYSE:XEC) 
Cimarex Energy Co. is an independent oil and gas exploration and production company. The Company’s segment is exploration and production. Its operations are located mainly in Oklahoma, Texas and New Mexico. Its operations are focused in approximately two main areas, such as the Permian Basin and the Mid-Continent region. Its Permian Basin region includes west Texas and southeast New Mexico. Its Mid-Continent region consists of Oklahoma and the Texas Panhandle. Its Permian Basin efforts are located in the western half of the Permian Basin known as the Delaware Basin. It is focused on drilling horizontal wells that yielded oil and liquids-rich gas from the Wolfcamp shale, the Bone Spring formation and the Avalon shale. The Permian region produces approximately 542 million cubic feet equivalent per day. In the Mid-Continent region, it is focused in the Cana-Woodford shale and the Meramec horizon. The Mid-Continent region produces approximately 432 million cubic feet equivalent per day.	CIMAREX ENERGY CO. (NYSE:XEC) Recent Trading Information 
CIMAREX ENERGY CO. (NYSE:XEC) closed its last trading session up +1.55 at 119.77 with 854,857 shares trading hands.
 
                



