Cimarex Energy Co. (NYSE:XEC) (‘Cimarex') entered into a definitive agreement to acquire Resolute Energy Corporation (NYSE:REN) (‘Resolute') from Monarch Alternative Capital LP, MDRA GP LP, Monarch GP LLC, RR Advisors, LLC, Kulik Partners, LP, Cuerno Largo Partners, LP and other shareholders for approximately $860 million on November 18, 2018. The consideration will be paid in both cash and stock, at the election of Resolute shareholders. The shareholders of Resolute will receive 0.3943 shares of Cimarex common stock or $35 per share in cash or a combination of $14 per share in cash and 0.2366 share of Cimarex common stock. The amount of stock and cash is subject to proration for total stock and cash mix of 60% and 40% respectively. Further, for each Resolute restricted share, one of the following will be paid: (i) $14 in cash, without interest, and 0.2366 Cimarex common shares; (ii) $35 in cash, without interest, or (iii) 0.3943 Cimarex common shares. For each Resolute Outperformance RSU, one of the following will be paid (i) $14 in cash, without interest, and 0.2366 Cimarex common shares; (ii) $35 in cash, without interest, or (iii) 0.3943 Cimarex common shares. For each Resolute Option, one of the following will be paid (i) $14 in cash, without interest, and 0.2366 Cimarex common shares; (ii) $35 in cash, without interest, or (iii) 0.3943 Cimarex common shares; based on the excess of $35 minus the applicable exercise price per share under such Resolute Option. Resolute SAR will become fully vested (to the extent not already vested) and automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of Resolute common stock subject to such Resolute SAR immediately prior to the effective time multiplied by (ii) the excess of (A) $35 minus (B) the per share base price of such Resolute SAR. Also in the merger, each share of Resolute preferred stock issued and outstanding immediately prior to the effective time will be exchanged for one share of new Cimarex preferred stock. Following completion, current Cimarex shareholders will own approximately 94.4% of the combined company, and Resolute shareholders will own approximately 5.6%. The cash portion of the transaction is expected to be funded through a combination of cash in hand and borrowings under Cimarex revolving credit facility. The purchase price also includes Resolute's long term debt worth $710 million as on September 10, 2018. In case of termination, Resolute would be required to pay Cimarex a termination fee of $35.9 million.

The Board of Directors and executive team of Cimarex will remain unchanged. The transaction is subject to approval by Resolute's common stockholders, satisfaction of regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the effectiveness of the registration statement on Form S-4 to be filed by Cimarex pursuant to which the shares of Cimarex common stock to be issued in connection with the merger are registered with the Securities and Exchange Commission, the authorization for listing of Cimarex common stock to be issued in connection with the merger on the NYSE, the receipt by each party of a customary opinion that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended and customary closing conditions. Monarch Alternative Capital, MDRA GP and Monarch GP, who together hold approximately 9.79% of Resolute shares outstanding, have entered into agreements with Cimarex whereby they agreed to vote their shares in favor of the transaction. The transaction has been unanimously approved by both companies' Board of Directors. As of December 21, 2018, the transaction has been received early termination of antitrust approval from Federal Trade Commission. As of February 22, 2019, the transaction has been approved by the shareholders of Resolute Energy Corporation. The transaction is expected to be completed by the end of the first quarter of 2019. As of January 10, 2019, the transaction is expected to complete on or about March 1, 2019. The transaction is anticipated to be financially accretive to 2019 key per share metrics.

Evercore Group L.L.C. acted as financial advisor to Cimarex on the deal. Jeffrey Kochian, Christine LaFollette, Cynthia Mabry, Christopher Centrich, Brittany Harrison, Leana Garipova, Alison Chen and Jocelyn Tau of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to Cimarex. Petrie Partners, LLC and Goldman Sachs & Co. LLC acted as financial advisors and Ronald R. Levine, II, Edward Deibert, Heather Ashour, Sarah Wilhelm, Ben Berk, Will Needle, Jeffrey London, Brian Witkowski, Kathryn Geoffroy, Justin Hedge, Matthew Douglas and Sarah Grey of Arnold & Porter Kaye Scholer LLP and Mark Gordon of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Resolute in the transaction. Mark Cognetti Michael Brandt and Tariq Mundiya from Willkie Farr & Gallagher LLP served as legal advisors to Monarch Alternative Capital on the deal. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to Cimarex and MacKenzie Partners, Inc. acted as proxy solicitor to Resolute Energy in the transaction. MacKenzie was paid a fee of $0.04 million in respect of the transaction. Petrie Partners was paid a fee of $10 million, which is contingent upon consummation of merger. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Resolute Energy Corporation.

Cimarex Energy Co. (NYSE:XEC) (‘Cimarex') completed the acquisition of Resolute Energy Corporation (NYSE:REN) (‘Resolute') from Monarch Alternative Capital LP, MDRA GP LP, Monarch GP LLC, RR Advisors, LLC, Kulik Partners, LP, Cuerno Largo Partners, LP and other shareholders on March 1, 2019. The cash portion of the transaction, transaction fees and expenses was funded by cash in hand of $615 million. In connection with the merger and concurrently with the closing, Cimarex also deposited funds sufficient to redeem any $600 million 8.50% Senior Notes of Resolute outstanding on April 1, 2019, using cash on hand and borrowings under Cimarex's revolving credit facility. Resolute will continue as the surviving entity and a wholly owned subsidiary of Cimarex Energy.