CIMAREX ENERGY CO. (NYSE:XEC) Files An 8-K Entry into a Material Definitive Agreement

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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
Cimarex Energy Co. and U.S. Bank National Association, as
trustee.

4.2

First Supplemental Indenture dated as of April10, 2017,
by and between Cimarex Energy Co. and U.S. Bank National
Association, as trustee.

4.3

Formof 3.90% Senior Notes due 2027 (included in
Exhibit4.2).

5.1

Opinion of Akin Gump Strauss Hauer Feld LLP regarding the
legality of the

Notes.

23.1

Consent of Akin Gump Strauss Hauer Feld LLP (included in
Exhibit5.1).

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.