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Cimarex Announces Tender Offer And Consent Solicitation

Stocks in this article: XEC

DENVER, March 22, 2012 /PRNewswire/ -- Cimarex Energy Co. (NYSE: XEC) announced today that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding $350 million aggregate principal amount of 7 1/8% Senior Notes due 2017 (the "Notes")  (CUSIP 171798AA9).

In connection with the Tender Offer, Cimarex is soliciting consents (the "Consent Solicitation") from the holders of the Notes for certain proposed amendments that would eliminate or modify certain covenants and events of default and other provisions contained in the indenture governing the Notes (the "Indenture"). Holders who tender their Notes will be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the Tender Offer. The Tender Offer and Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated March 22, 2012 (the "Offer to Purchase"), and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation.

The Tender Offer will expire at midnight, Eastern Time, on April 18, 2012, unless the Tender Offer is extended or earlier terminated (such date and time, as the same may be extended, the "Expiration Time").  Under the terms of the Tender Offer, holders of the Notes who validly tender and do not validly withdraw their Notes prior to 5:00 p.m., Eastern Time, on April 4, 2012 (as such time and date may be extended, the "Consent Expiration") and whose notes are accepted for purchase, will receive the "Total Consideration," which is equal to (i) $1,035.63 per $1,000.00 in principal amount of Notes validly tendered (the "Tender Offer Consideration") plus (ii) a consent payment of $3.75 per $1,000.00 in principal amount of the Notes validly tendered (the "Consent Payment").  Holders of Notes who validly tender their Notes after the Consent Expiration but on or prior to the Expiration Time, and whose notes are accepted for purchase, will receive only the Tender Offer Consideration.  All holders whose Notes are accepted in the Tender Offer will also receive accrued and unpaid interest up to, but excluding, the applicable settlement date.

The Tender Offer contemplates an early settlement option, so that holders whose Notes are validly tendered prior to the Consent Expiration and accepted for purchase could receive payment as early as April 5, 2012. Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., Eastern Time, on April 4, 2012, unless extended.

Any extension, termination or amendment of the Tender Offer will be followed as promptly as practicable by a public announcement thereof.  The Tender Offer is subject to the satisfaction of certain conditions including: (1) the execution of a supplemental indenture implementing the proposed amendments to the Indenture upon receipt of consents thereto from holders of a majority in principal amount of the outstanding Notes governed by such Indenture, excluding any such Notes owned by the Company or its affiliates, (2)  completion of a satisfactory financing transaction yielding sufficient net proceeds to fund the purchase of the Notes in the Tender Offer and the payment for consents in the Consent Solicitation and (3) certain other customary conditions.

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