8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 5, 2012

Date of Report (Date of earliest event reported)

CIMAREX ENERGY CO.

(Exact name of registrant as specified in its charter)

Delaware	001-31446	45-0466694
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1700 Lincoln Street, Suite 1800, Denver, Colorado	80203-4518
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  303-295-3995

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Initial Results of Tender Offer and Consent Solicitation for 7.125% Senior Notes due 2017

On April 5, 2012, Cimarex Energy Co. (the “Company”) announced that it had received, pursuant to its previously announced cash tender offer (the “Tender Offer”) and related consent solicitation (the “Consent Solicitation”) for any and all of the outstanding 7.125% Senior Notes due 2017 (the “2017 Notes”), the requisite consents to adopt certain proposed amendments to the Indenture, dated as of May 1, 2007 (the “2007 Indenture”), among the Company, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (the “Trustee”).  The Tender Offer and Consent Solicitation are being made upon the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement dated March 22, 2012.

The Company has been advised by the depositary agent for the Tender Offer and Consent Solicitation that, as of 5:00 p.m. New York City time, on April 4, 2012, (the “Consent Date”), consents have been validly delivered (and not validly revoked) with respect to $299.8 million aggregate principal amount of outstanding 2017 Notes, representing approximately 86% of the outstanding 2017 Notes, which 2017 Notes were validly tendered (and not validly withdrawn) on or before the Consent Date. The consents received by the Company exceeded a majority in aggregate principal amount of the outstanding 2017 Notes (the “requisite consent”).  The Company paid the tender offer consideration and the consent payment to the tendering holders of the 2017 Notes on April 5, 2012.

In conjunction with receiving the requisite consent, on April 5, 2012, the Company, the subsidiary guarantors party thereto and the Trustee entered into a supplemental indenture, dated as of April 5, 2012 (the “Supplemental Indenture,” and together with the 2007 Indenture, the “Indenture”), to the 2007 Indenture.  The Supplemental Indenture gives effect to the proposed amendments to the 2007 Indenture, which, among other things, eliminate substantially all restrictive covenants, including the covenants requiring the Company to provide certain reports, and certain events of default provisions.  The Supplemental Indenture is effective and the amendments to the 2007 Indenture became operative upon the Company’s purchase on April 5, 2012 of the 2017 Notes tendered prior to the Consent Date.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2007 Indenture, which is incorporated by reference as Exhibit 4.1 hereto, and the Supplemental Indenture, which is attached hereto as Exhibit 4.3 and incorporated by reference herein.

The Company will purchase any additional 2017 Notes validly tendered prior to the expiration of the Tender Offer for the tender offer consideration in accordance with the terms of the Tender Offer.  The Tender Offer will expire at 12:00 midnight, New York City time, on April 18, 2012, unless extended by the Company in its sole discretion.

Redemption of 7.125% Senior Notes due 2017

On April 4, 2012, the Company provided notice to the Trustee of its election to redeem, on May 7, 2012 (the “Redemption Date”), all 2017 Notes that are not tendered in the Tender Offer, at a redemption price of 103.563% of the principal amount of the 2017 Notes to be

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redeemed, plus any accrued and unpaid interest to the Redemption Date.  This announcement does not constitute a notice of redemption of the 2017 Notes.

ITEM 2.04TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT

To the extent required by Item 2.04 of Form 8-K, the information in Item 1.01 of this Current Report on Form 8-K under the heading “Redemption of 7.125% Senior Notes due 2017” is incorporated into this Item 2.04 of this Current Report on Form 8-K.

ITEM 3.03MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

The information in Item 1.01 of this Current Report on Form 8-K under the heading “Initial Results of Tender Offer and Consent Solicitation for 7.125% Senior Notes due 2017” is incorporated into this Item 3.03 of this Current Report on Form 8-K.

ITEM 7.01REGULATION FD DISCLOSURE

On April 5, 2012, the Company issued a press release announcing the initial results of the Tender Offer and Consent Solicitation and its entry into the Supplemental Indenture, as referenced above under Item 1.01 of this Current Report on Form 8-K.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

Exhibit No.	Description
4.1	Senior Indenture dated as of May 1, 2007, by and among Cimarex Energy Co., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee, filed on May 2, 2007 as Exhibit 4.1 to the Company’s Current Report on Form 8-K and incorporated herein by reference.
4.2	Form of 7.125% Senior Notes due 2017 (included in Exhibit 4.1).
4.3	Supplemental Indenture dated as of April 5, 2012, by and among Cimarex Energy Co., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee.
99.1	Cimarex News Release, April 5, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CIMAREX ENERGY CO.
Dated: April 5, 2012	By:	/s/ Paul Korus
		Paul Korus
		Senior Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Senior Indenture dated as of May 1, 2007, by and among Cimarex Energy Co., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee, filed on May 2, 2007 as Exhibit 4.1 to the Company’s Current Report on Form 8-K and incorporated herein by reference.
4.2	Form of 7.125% Senior Notes due 2017 (included in Exhibit 4.1).
4.3	Supplemental Indenture dated as of April 5, 2012, by and among Cimarex Energy Co., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee.
99.1	Cimarex News Release, April 5, 2012.

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EX-4.3

Exhibit 4.3

SUPPLEMENTAL INDENTURE

CIMAREX ENERGY CO.

AND

THE SUBSIDIARY GUARANTORS NAMED HEREIN,

AND

U.S. BANK NATIONAL ASSOCIATION

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of April 5, 2012

to

Indenture

Dated as of May 1, 2007

7 1/8% Senior Notes due 2017

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 5, 2012, is by and among Cimarex Energy Co., a Delaware corporation (the “Company”), the Subsidiary Guarantors identified on the signature pages hereto (collectively, the “Subsidiary Guarantors”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are parties to that certain Indenture dated as of May 1, 2007 (the “Indenture”), relating to the Company’s 7 1/8% Senior Notes due 2017 (the “Notes”);

WHEREAS, $350,000,000 aggregate principal amount of Notes are currently outstanding;

WHEREAS, Section 9.2 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Subsidiary Guarantees or the Notes (subject to certain exceptions) with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes);

WHEREAS, the Company desires and has requested the Trustee to join with it and the Subsidiary Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture, the Subsidiary Guarantees and the Notes in certain respects as permitted by Section 9.2 of the Indenture;

WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated March 22, 2012 and the related Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”);

WHEREAS, (1) the Company has received the consent of the Holders of a majority of aggregate principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Officers’ Certificate and an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.6 of the Indenture and (3) the Company and the Subsidiary Guarantors have satisfied all other conditions required under Article Nine of the Indenture to enable the Company, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture.

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

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ARTICLE I

AMENDMENTS TO INDENTURE, NOTES AND SUBSIDIARY GUARANTEES

Section 1.1 Amendments to the Indenture. The Indenture is hereby amended by deleting the following Sections or clauses of the Indenture in their entirety and replacing them, in each case, with the phrase “[intentionally omitted]”:

Section 3.2 (SEC Reports);

Section 3.3 (Limitation on Indebtedness);

Section 3.4 (Limitation on Restricted Payments);

Section 3.5 (Limitation on Liens);

Section 3.6 (Limitation on Sale/Leaseback Transactions);

Section 3.7 (Limitation on Restrictions on Distributions from Restricted Subsidiaries);

Section 3.9 (Limitation of Affiliate Transactions);

Section 3.11 (Future Subsidiary Guarantors);

Section 3.12 (Limitation on Lines of Business);

Section 3.13 (Payments for Consent);

Section 3.14 (Limitation on the Sale of Capital Stock of Restricted Subsidiaries);

Section 3.18 (Corporate Existence);

Section 3.19 (Payment of Taxes and Other Claims);

Section 3.22 (Compliance Certificate);

Clause (3) of Section 4.1(a) (Merger and Consolidation); and

Clauses (6) and (9) of Section 6.1 (Events of Default).

The failure to comply with the terms of any of the Sections or clauses of the Indenture set forth in this Section 1.1 shall no longer constitute a Default or Event of Default under the Indenture and shall no longer have any other consequence under the Indenture or the Notes.

Section 1.2 Related Definitions and References. All definitions and references thereto used exclusively in, and all references to, the deleted sections of the Indenture set forth in Section 1.1 above are hereby deleted in their entirety in the Indenture and the Notes.

Section 1.3 Amendments to Notes and Subsidiary Guarantees. The Notes and Subsidiary Guarantees are hereby amended to delete all provisions inconsistent with, or made irrelevant by,  the amendments to the Indenture effected by this Supplemental Indenture.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.1 Upon execution and delivery of this Supplemental Indenture, the terms and conditions of this Supplemental Indenture shall be part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read together as though they constitute one and the same instrument, except that in case of conflict, the provisions of this Supplemental Indenture will control.

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Section 2.2 Except as amended and supplemented hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect.

Section 2.3 The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall represent the same agreement.

Section 2.4 THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.5 In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 2.6 If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Supplemental Indenture by the Trust Indenture Act of 1939, the provision required by the Trust Indenture Act of 1939 shall control.

Section 2.7 The recitals contained herein shall be taken as the statements of the Company and the Subsidiary Guarantors and the Trustee assumes no responsibility for their correctness.  The Trustee shall not be liable or responsible for the validity or sufficiency of this Supplemental Indenture or the due authorization of this Supplemental Indenture by the Company and the Subsidiary Guarantors.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of, affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 2.8 This Supplemental Indenture shall become effective upon its signing by the parties hereto but the amendments set forth in Article I of this Supplemental Indenture will become operative only upon the Company’s purchase of a majority of aggregate principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates pursuant to the Tender Offer) so that the amendments to the Indenture effected by this Supplemental Indenture will be deemed to be revoked retroactive to the date of the Supplemental Indenture, and the Indenture will remain in its current form, if Company’s purchase of a majority of the aggregate principal amount of the outstanding Notes pursuant to the Tender Offer does not occur.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

	CIMAREX ENERGY CO.
	By:	/s/ Paul Korus
	Name:	Paul Korus
	Title:	Senior Vice President and Chief Financial Officer
	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee
	By:	/s/ Leland Hansen
	Name:	Leland Hansen
	Title:	Vice President
SUBSIDIARY GUARANTORS:
	CIMAREX ENERGY CO. OF COLORADO
	CIMAREX GAS GATHERING, INC.
	CONMAG ENERGY CORPORATION
	KEY PRODUCTION COMPANY, INC.
	MAGNUM HUNTER PRODUCTION, INC.
	OKLAHOMA GAS PROCESSING, INC.
	PRIZE ENERGY RESOURCES, INC.
	By:	/s/ Paul Korus
	Name:	Paul Korus
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

N E W S

Cimarex Energy Co.
1700 Lincoln Street, Suite 1800
Denver, CO 80203
Phone: (303) 295-3995

Cimarex Announces Initial Results of Tender Offer
and Consent Solicitation

DENVER; April 5, 2012 — Cimarex Energy Co. (NYSE: XEC) announced today that it had received, as of 5:00 p.m., New York City time, on April 4, 2012 (the “Consent Expiration”), tenders and consents from holders of 86%, or $299.8 million, of its outstanding $350 million aggregate principal amount of 7.125% Senior Notes due 2017 (CUSIP No. 171798AA9) (the “Notes”), in connection with its previously announced tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) for the Notes, which commenced on March 22, 2012, and are described in the Offer to Purchase and Consent Solicitation Statement dated March 22, 2012 (the “Offer to Purchase”), and a related Consent and Letter of Transmittal (the “Letter of Transmittal”).

The consents received by Cimarex exceeded a majority in principal amount of outstanding Notes. Therefore, Cimarex intends to execute today a supplemental indenture (the “Supplemental Indenture”) with respect to the indenture governing the Notes, which will eliminate most of the covenants and certain default provisions applicable to the Notes. The Supplemental Indenture will not become operative until a majority in aggregate principal amount of the outstanding Notes has been purchased by Cimarex pursuant to the terms of the Tender Offer, which is expected to occur today.

Cimarex’s obligation to accept for purchase, and to pay for, any Notes pursuant to the Tender Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including the closing today of Cimarex’s previously announced public offering of $750 million aggregate principal amount of 5.875% Senior Notes due 2022. The total consideration for each $1,000.00 principal amount of Notes that were validly tendered is $1,039.38, which includes a consent payment of $3.75 per $1,000.00 in principal amount of the Notes validly tendered and not validly withdrawn prior to the Consent Expiration (the “Consent Payment”). Holders of Notes validly tendered and not validly withdrawn prior to the Consent Expiration will also receive accrued and unpaid interest from the last interest payment date on the Notes to, but not including, the purchase date.

Holders who have not already tendered their Notes may continue to do so at any time on or prior to the expiration of the Tender Offer at 12:00 midnight, New York City time, on Wednesday, April 18, 2012, unless extended. However, such holders will not be entitled to receive the Consent Payment. Withdrawal rights for the tender offer have expired. Accordingly, holders may not withdraw Notes previously or hereafter tendered except as contemplated by the Tender Offer.

Cimarex has notified the Trustee for the Notes of its election to redeem, on May 7, 2012, any Notes untendered in the Tender Offer in accordance with the indenture governing the Notes.

Cimarex has engaged J.P. Morgan Securities LLC to act as Dealer Manager and Solicitation Agent and MacKenzie Partners, Inc. to act as Information Agent in connection with the Tender Offer and Consent Solicitation. Questions regarding the terms of the offer may be directed to J.P. Morgan Securities LLC at (800) 245-8812 (U.S. toll free) or (212) 270-1200 (collect). Questions regarding

tender procedures or requests for documentation, including the Offer to Purchase and Letter of Transmittal, may be directed to MacKenzie Partners, Inc. at 105 Madison Avenue, New York, NY 10016 or by calling (800) 322-2885 (U.S. toll free) or (212) 929-5500 (collect).

Cimarex’s obligations to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and Letter of Transmittal. This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. This press release does not constitute an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes. The Tender Offer and Consent Solicitation are being made solely pursuant to the Offer to Purchase and Letter of Transmittal. The Tender Offer and Consent Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Cimarex, the Dealer Manager and Solicitation Agent, the Depository or the Information Agent makes any recommendation in connection with the Tender Offer. Subject to applicable law, Cimarex may amend or extend the Tender Offer .

Additionally, this announcement does not constitute a notice of redemption of the Notes under the optional redemption provisions of the indenture.

About Cimarex Energy

Denver-based Cimarex Energy Co. is an independent oil and gas exploration and production company with principal operations in the Mid-Continent and Permian Basin areas of the U.S.

Except for historical information, statements made in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and estimates that Cimarex’s management believes are reasonable based on currently available information; however, management’s assumptions and Cimarex’s future performance are subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the volatility of oil and gas prices, the results of hedging transactions, the costs and results of drilling and operations, the timing of production, mechanical and other inherent risks associated with oil and gas production, weather, the availability of drilling equipment, changes in interest rates, litigation, uncertainties about reserve estimates, environmental risks and regulatory changes. Cimarex undertakes no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in Cimarex’s filings with the SEC.

FOR FURTHER INFORMATION CONTACT

Cimarex Energy Co.

Mark Burford, Vice President Capital Markets and Planning

303-295-3995

www.cimarex.com

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