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 April3, 2017, Cimarex Energy Co. (the Company) entered into an
Underwriting Agreement with J.P. Morgan Securities LLC, Wells
Fargo Securities, LLC, Deutsche Bank Securities Inc. and MUFG
Securities Americas Inc. as representatives and on behalf of the
several underwriters listed therein (collectively, the
Underwriters), in connection with the offer and sale by the
Company of an aggregate principal amount of $750 million of 3.90%
Senior Notes due 2027 (the Notes). The Company intends to use the
net proceeds from the offering, together with cash on hand, to
fund a tender offer (the Tender Offer) for up to $750 million
aggregate principal amount of the Companys 5.875% Senior Notes
due 2022 (the 2022 Notes) and the redemption of any 2022 Notes
that remain outstanding after completion or termination of the
Tender Offer. The offering of the Notes to the Underwriting
Agreement is expected to close on April10, 2017.

The sale of the Notes is being made to the Companys 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 Underwriting Agreement contains customary representations,
warranties and agreements by the Company, and customary
conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the
Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The foregoing description of
the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit1.1 hereto and
incorporated by reference herein.

Certain of the underwriters and their affiliates have in the past
and may in the future provide investment banking, commercial
banking and other financial advisory and commercial dealings with
the Company and its affiliates in the ordinary course of
business. In the ordinary course of their various business
activities, certain of the underwriters or their respective
affiliates may make or hold a broad array of investments
including serving as counterparties to certain derivative and
hedging arrangements and actively trade debt and equity
securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for
the accounts of their customers, and such investment and
securities activities may involve securities and/or instruments
of the Company. In particular, J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC are acting as dealer managers for the
Tender Offer, for which they will receive indemnification against
certain liabilities and reimbursement of expenses. Additionally,
certain of the underwriters or their affiliates are holders of
our 2022 Notes and, accordingly, may receive a portion of the
proceeds of this offering in the Tender Offer or any redemption
of the 2022 Notes. Also, an affiliate of the trustee under the
indenture governing the Notes is an underwriter in the offering.

Item 7.01 Regulation FD
Disclosure.

On April3, 2017, the Company issued a press release announcing
the pricing of the Notes.

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 +0.13 at 118.22 with 1,370,244 shares trading hands.