DENVER, March 1, 2019 /PRNewswire/ -- Cimarex Energy Co. (NYSE: XEC) announced that it completed its acquisition of Resolute Energy Corporation (NYSE: REN) ("Resolute") on March 1, 2019. 

Resolute stockholders were able to elect to receive all cash, all stock or a combination of the two, subject to proration, so that the aggregate merger consideration consisted of no more than 60 percent shares of Cimarex Common Stock and 40 percent cash, based on the closing sale price for shares of Cimarex Common Stock on November 16, 2018.  Following proration, Cimarex issued approximately 5.7 million shares of Cimarex Common Stock and paid $325.6 million in cash to former holders of Resolute Common Stock and Resolute Equity Awards. At closing the total amount of funds necessary to pay the cash portion of the merger consideration, pay transaction fees and expenses and repay in full the amount outstanding under Resolute's revolving credit facility was approximately $615 million, which Cimarex funded with cash on hand.  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, satisfying and discharging the indenture governing the 8.50% Senior Notes.  As of March 1, 2019, we had $525 million in borrowings outstanding under our revolving credit facility, leaving an unused borrowing availability of $722.5 million.

Tom Jorden, Chairman and CEO of Cimarex stated, "We are ready to get to work on the high-quality assets we acquired from Resolute and are commencing completion operations on wells on the acquired acreage in the next few days."  He went on to say, "Cimarex is committed to cash flow neutrality in 2019, including payment of our common stock dividend.  We can achieve this at a $52.50 NYMEX oil price and grow oil production."

In our recently provided 2019 production guidance, Cimarex assumed a contribution from the Resolute assets for the month of March of 28,000 barrels of oil equivalent per day (including 12,000 barrels of oil per day).  This estimate takes into account volumes that are expected to be shut in to accommodate nearby completion operations.  Cimarex estimates combined year over year production growth of 18 percent at the midpoint of guidance, with oil expected to grow 23 percent at the midpoint.

About Cimarex
Denver-based Cimarex is an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S. For more information, visit https://www.cimarex.com. The company's common stock is traded on the NYSE under the ticker symbol "XEC."

Forward Looking Statements

This press release contains forward-looking statements, including statements regarding projected results and future events. These forward-looking statements are based on management's judgment as of the date of this press release and include certain risks and uncertainties. Please refer to the company's Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC, and other filings including our Current Reports on Form 8-K and Quarterly Reports on Form 10-Q, for a description of certain risk factors that may affect these forward-looking statements.

Actual results may differ materially from company projections and other forward-looking statements and can be affected by a variety of factors outside the control of the company including among other things: oil, NGL and natural gas price levels and volatility; higher than expected costs and expenses, including the availability and cost of services and materials; to successfully integrate the business of Resolute; compliance with environmental and other regulations; costs and availability of third party facilities for gathering, processing, refining and transportation; risks associated with operating in one major geographic area; environmental liabilities; the ability to receive drilling and other permits and rights-of-way in a timely manner; development drilling and testing results; declines in the values of our oil and gas properties resulting in impairments; the potential for production decline rates to be greater than expected; performance of acquired properties and newly drilled wells; regulatory approvals, including regulatory restrictions on federal lands; legislative or regulatory changes, including initiatives related to hydraulic fracturing, emissions and disposal of produced water; unexpected future capital expenditures; economic and competitive conditions; the availability and cost of capital; the ability to obtain industry partners to jointly explore certain prospects, and the willingness and ability of those partners to meet capital obligations when requested; changes in estimates of proved reserves; derivative and hedging activities; the success of the company's risk management activities; title to properties; litigation; the ability to complete property sales or other transactions; the effectiveness of controls over financial reporting; and other factors discussed in the company's reports filed with the SEC. Cimarex Energy Co. encourages readers to consider the risks and uncertainties associated with projections and other forward-looking statements. In addition, the company assumes no obligation to publicly revise or update any forward-looking statements based on future events or circumstances.

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SOURCE Cimarex Energy Co.

DENVER, Feb. 11, 2019 /PRNewswire/ -- Cimarex Energy Co. (NYSE: XEC) ("Cimarex") and Resolute Energy Corporation (NYSE: REN) ("Resolute") today announced that, in connection with Cimarex's pending acquisition of Resolute, the election deadline for holders of shares of Resolute's common stock and holders of shares of Resolute's restricted stock (time and/or performance vested), outperformance share rights and/or options to elect the form of merger consideration they wish to receive in connection with the transaction, subject to proration, is 5:00 p.m. Eastern time on February 22, 2019. 

Accordingly, an election will be valid only if a properly completed and signed election form, together with all required documents and materials set forth in the election form and the instructions thereto, is received by the exchange agent, Continental Stock Transfer & Trust Company, before 5:00 p.m. Eastern time on February 22, 2019.  Holders of Resolute equity awards and stockholders who hold their shares through a bank, broker or other nominee may be subject to an earlier deadline and should carefully read the instructions from Resolute or their bank, broker or nominee, respectively, regarding making elections.

The election form was sent to Resolute stockholders and Resolute equity award holders on or about January 31, 2019.  You may contact Continental Stock Transfer & Trust Company directly with any questions at (917) 262-2378 or via email at reorg@continentalstock.com.

About Cimarex

Denver-based Cimarex is an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S. For more information, visit https://www.cimarex.com. The company's common stock is traded on the NYSE under the ticker symbol "XEC."

About Resolute

Resolute is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. For more information, visit www.resoluteenergy.com. The company routinely posts important information about the Company under the Investor Relations section of its website. The company's common stock is traded on the NYSE under the ticker symbol "REN."

Additional Information and Where to Find It

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed transaction between Cimarex and Resolute.

In connection with the proposed transaction, Cimarex has filed with the SEC a registration statement on Form S-4, as amended, that includes a proxy statement of Resolute and a prospectus of Cimarex. The registration statement became effective on January 30, 2019. Resolute filed with the SEC a definitive proxy statement on Schedule 14A on January 30, 2019. The proxy statement/prospectus was mailed to stockholders of Resolute on or about January 30, 2019.  Each of Cimarex and Resolute also plan to file other relevant documents with the SEC regarding the proposed transaction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS OF RESOLUTE ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about Cimarex and Resolute, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cimarex will be available free of charge on Cimarex's website at https://www.cimarex.com/home/default.aspx under the tab "Investor Relations" and then under the heading "Financial Information." Copies of the documents filed with the SEC by Resolute will be available free of charge on Resolute's website at https://www.resoluteenergy.com/ under the tab "Investors" and then under the heading "SEC Filings."

Participants in the Solicitation

Cimarex, Resolute and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies from Resolute's stockholders in respect of the proposed transaction.  Information about the directors and executive officers of Cimarex is set forth in Cimarex's definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 30, 2018. Information about the directors and executive officers of Resolute, including a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus and is set forth in its definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on May 18, 2018. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC when such materials become available. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Cimarex or Resolute using the sources indicated above.

Cautionary Statements Regarding Forward-Looking Information

This communication contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates," "believes," "expects," "intends," "will," "should," "may" and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Cimarex's and Resolute's current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Cimarex and Resolute, including future financial and operating results, Cimarex's and Resolute's plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the transaction, and other statements that are not historical facts, including estimates of oil and natural gas reserves and resources, estimates of future production, assumptions regarding future oil and natural gas pricing, planned drilling activity, future results of operations, projected cash flow and liquidity, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this communication will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Resolute stockholder approval, the risk that an event, change or other circumstances could give rise to the termination of the proposed merger, the risk that a condition to closing of the merger may not be satisfied, the timing to consummate the proposed merger, the risk that the businesses will not be integrated successfully, the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected, the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Cimarex's common stock or Resolute's common stock, the outcome of litigation related to the proposed transaction, disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers, the diversion of management time on merger-related issues, the volatility in commodity prices for crude oil and natural gas, the presence or recoverability of estimated reserves, the ability to replace reserves, environmental risks, drilling and operating risks, exploration and development risks, competition, government regulation or other actions, the ability of management to execute its plans to meet its goals and other risks inherent in Cimarex's and Resolute's businesses.

All such factors are difficult to predict and are beyond Cimarex's or Resolute's control, including those detailed in Cimarex's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at https://www.cimarex.com and on the SEC's website at http://www.sec.gov, and those detailed in Resolute's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Resolute's website at https://www.resoluteenergy.com/ and on the SEC's website at http://www.sec.gov.

Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither Cimarex nor Resolute undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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SOURCE Cimarex Energy Co.; Resolute Energy Corporation

NEW YORK, Nov. 19, 2018 /PRNewswire/ -- Rowley Law PLLC is investigating potential claims against Resolute Energy Corporation (NYSE: REN) and its board of directors for breach of fiduciary duty concerning the proposed acquisition of the company by Cimarex Energy Co. (NYSE: XEC). Stockholders will receive $35.00 in cash, 0.3943 shares of Cimarex Energy Co. common stock, or a combination of stock and cash for each share of Resolute Energy Corporation stock that they hold. The transaction is valued at approximately $1.6 billion (including debt) and is expected to close by the end of the first quarter of 2019.

If you are a stockholder of Resolute Energy Corporation and are interested in obtaining additional information regarding this investigation, please visit us at: http://www.rowleylawpllc.com/investigation/ren. You may also contact Shane Rowley, Esq. at Rowley Law PLLC, 50 Main Street Suite 1000, White Plains, NY 10606, by email at info@rowleylawpllc.com, or by telephone at 914-400-1920 or 844-400-4643 (toll-free).  

Rowley Law PLLC represents shareholders nationwide in class actions and derivative lawsuits in complex corporate litigation. For more information about the firm and its attorneys, please visit http://www.rowleylawpllc.com. 

Attorney Advertising. Prior results do not guarantee a similar outcome.

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SOURCE Rowley Law PLLC

DENVER, Nov. 19, 2018 /PRNewswire/ -- Cimarex (NYSE: XEC) and Resolute Energy Corporation (NYSE: REN) ("Resolute") today announced that Cimarex has entered into a definitive agreement to acquire Resolute in a cash and stock transaction valued at $35.00 per share, or a total purchase price of approximately $1.6 billion, including Resolute's long term debt of $710 million, as of September 30, 2018. The transaction was unanimously approved by both companies' Boards of Directors.

"This high-quality, bolt-on asset is tailor-made for Cimarex," said Thomas E. Jorden, Chairman, President and CEO of Cimarex. "It is a perfect fit with our existing Reeves County position and will allow us to leverage our knowledge and deliver superior results over a broader asset base for the benefit of both Cimarex and Resolute shareholders. The Resolute assets are expected to generate free cash flow in 2019, basically funding any additional development capital from the start. I want to compliment Rick Betz and the entire Resolute team on the outstanding job that they have done in building these premier Reeves County assets."

Cimarex will continue to maintain an industry-leading cost structure and strong balance sheet. Cimarex expects the combined companies to generate free cash flow in 2020.

"Today's transaction further demonstrates the commitment of the Board of Directors and entire management team at Resolute to maximizing long term value for the company's shareholders," said Rick Betz, Chief Executive Officer of Resolute.  "Our dedicated team of talented professionals has worked tirelessly to position this company to be able to capitalize on the tremendous opportunity this merger represents.  The combination of our assets and people with the incredibly strong platform that Tom and his team at Cimarex have built will surely lead to superior results for the shareholders of both companies.  We look forward to working through a seamless transition with the Cimarex team." 

Compelling Strategic and Financial Benefits include:

• Acquisition Consistent with Disciplined Investment and Capital Allocation Strategy: Cimarex utilized its disciplined returns-driven approach in this transaction, employing its strong balance sheet to acquire assets with attractive returns that are competitive with those in Cimarex's existing high-return portfolio.
• Operational Excellence Results in Productivity Gains: Through the application of sound, idea-driven science, Cimarex has shown significant well productivity gains in this area. Cimarex expects to apply these learnings to the acquired properties in the future.
• Increases Scale of Key Delaware Basin Asset: Net acres in Reeves County, Texas, increase 34% with the addition of 21,100 acres. Pro forma Q3 2018 production was over 253 MBOE/d (79,647 bo/d).
• Financially Accretive: Accretive to 2019 key per-share metrics including: earnings and non-GAAP cash flow.

Terms and Financing
Under the terms of the definitive merger agreement, Resolute shareholders will have the right to receive 0.3943 shares of Cimarex common stock, $35 per share in cash, or a combination of $14 per share in cash and 0.2366 share of common stock. The amount of stock and cash is subject to proration for total stock and cash mix of 60% and 40%, respectively. 

The consideration represents an approximate 14.8% percent premium to Resolute's closing price of $30.49 on November 16, 2018. Upon closing of the transaction, Cimarex shareholders will own approximately 94.4% of the combined company, and Resolute shareholders will own approximately 5.6%. The transaction, which is expected to be completed by the end of the first quarter of 2019, is subject to the approval of Resolute shareholders, and the satisfaction of certain regulatory approvals and other customary closing conditions.

The cash portion of the transaction is expected to be funded through a combination of cash on hand (including proceeds from the previously announced sale of assets in Ward County, Texas) and borrowings under Cimarex's revolving credit facility.

Upon closing, the Board of Directors and executive team of Cimarex will remain unchanged. The resulting capital structure is consistent with Cimarex's strategy of maintaining a conservative financial position and is expected to have no impact on the company's investment grade credit rating.

Advisors
Evercore is acting as exclusive financial advisor to Cimarex, and Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor. Petrie Partners Securities, LLC and Goldman Sachs & Co. LLC are acting as financial advisors to Resolute. Arnold & Porter and Wachtell, Lipton, Rosen & Katz are acting as legal advisors to Resolute.

Conference Call and Webcast
Cimarex will host a conference today at 9:00 a.m. EST (7:00 a.m. MST). The call will be webcast and accessible on the Cimarex website at www.cimarex.com. To join the live, interactive call, please dial 866-367-3053 ten minutes before the scheduled start time (callers in Canada dial 855-669-9657 and international callers dial 412-902-4216). 

A replay will be available on the company's website. 

Presentation
For more details, please refer to the company's investor presentation available at www.cimarex.com.

About Cimarex
Denver-based Cimarex is an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S. For more information, visit https://www.cimarex.com. The company's common stock is traded on the NYSE under the ticker symbol "XEC."

About Resolute
Resolute is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. For more information, visit www.resoluteenergy.com. The company routinely posts important information about the Company under the Investor Relations section of its website. The company's common stock is traded on the NYSE under the ticker symbol "REN."

Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between Cimarex and Resolute.

In connection with the proposed transaction, Cimarex intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of Resolute that also constitutes a prospectus of Cimarex. Each of Cimarex and Resolute also plan to file other relevant documents with the SEC regarding the proposed transaction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise. Any definitive proxy statement/prospectus of Resolute will be mailed to stockholders of Resolute if and when available.

INVESTORS AND SECURITY HOLDERS OF CIMAREX AND RESOLUTE ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about Cimarex and Resolute, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cimarex will be available free of charge on Cimarex's website at https://www.cimarex.com/home/default.aspx under the tab "Investor Relations" and then under the heading "Financial Information." Copies of the documents filed with the SEC by Resolute will be available free of charge on Resolute's website at https://www.resoluteenergy.com/ under the tab "Investors" and then under the heading "SEC Filings."

Participants in the Solicitation
Cimarex, Resolute and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  Information regarding the directors and executive officers of Cimarex is available in its definitive proxy statement for its 2018 annual meeting, filed with the SEC on March 30, 2018, and information regarding the directors and executive officers of Resolute is available in its definitive proxy statement for its 2018 annual meeting, filed with the SEC on May 18, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when such materials become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Cimarex or Resolute using the sources indicated above.

Cautionary Statements Regarding Forward-Looking Information
This communication contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates," "believes," "expects," "intends," "will," "should," "may" and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Cimarex's and Resolute's current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Cimarex and Resolute, including future financial and operating results, Cimarex's and Resolute's plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the transaction, and other statements that are not historical facts, including estimates of oil and natural gas reserves and resources, estimates of future production, assumptions regarding future oil and natural gas pricing, planned drilling activity, future results of operations, projected cash flow and liquidity, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this communication will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Resolute stockholder approval; the risk that Resolute or Cimarex may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger, the risk that an event, change or other circumstances could give rise to the termination of the proposed merger, the risk that a condition to closing of the merger may not be satisfied, the timing to consummate the proposed merger, the risk that the businesses will not be integrated successfully, the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected, the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Cimarex's common stock or Resolute's common stock, the risk of litigation related to the proposed transaction, disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers, the diversion of management time on merger-related issues, the volatility in commodity prices for crude oil and natural gas, the presence or recoverability of estimated reserves, the ability to replace reserves, environmental risks, drilling and operating risks, exploration and development risks, competition, government regulation or other actions, the ability of management to execute its plans to meet its goals and other risks inherent in Cimarex's and Resolute's businesses.

All such factors are difficult to predict and are beyond Cimarex's or Resolute's control, including those detailed in Cimarex's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at https://www.cimarex.com and on the SEC's website at http://www.sec.gov, and those detailed in Resolute's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Resolute's website at https://www.resoluteenergy.com/ and on the SEC's website at http://www.sec.gov.

Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Cimarex undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Non-GAAP Measures
This communication also contains certain historical and forward-looking non-GAAP measures of financial performance that management believes are good tools for internal use and the investment community in evaluating Cimarex's overall financial performance. These non-GAAP measures are broadly used to value and compare companies in the exploration and production industry.

Certain measures in this release do not have any standardized meaning as prescribed by U.S. GAAP and, therefore, are considered non-GAAP measures. These measures may not be comparable to similar measures presented by other companies and should not be viewed as a substitute for measures reported under U.S. GAAP.

This news release contains references to non-GAAP measures as follows:

• Non-GAAP Cash Flow, Non-GAAP Cash Flow Per Share (CFPS) and Free Cash Flow – Non-GAAP Cash Flow (or Cash Flow) is defined as cash from (used in) operating activities excluding net change in other assets and liabilities and working capital. Non-GAAP CFPS is Non-GAAP Cash Flow divided by the weighted average number of common shares outstanding. Free Cash Flow is Non-GAAP Cash Flow in excess of capital expenditures, excluding net acquisitions and divestitures. Management believes these measures are useful to the company and its investors as a measure of operating and financial performance across periods and against other companies in the industry and are an indication of the company's ability to generate cash to finance capital programs, to service debt and to meet other financial obligations. These measures may be used, along with other measures, in the calculation of certain performance targets for the company's management and employees.

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SOURCE Cimarex Energy Co.

NEW YORK, Oct. 19, 2018 /PRNewswire/ -- Kimmeridge Energy Management Company, LLC, beneficial owners of almost 10% of the common shares of Resolute Energy Corporation (NYSE: REN), today sent the following letter to Resolute's Board of Directors.  

October 19, 2018

Resolute Energy Corporation
1700 Lincoln Street, Suite 2800
Denver, CO 80203
Attention: Board of Directors

Dear Members of the Board,

As beneficial owners of almost 10% of Resolute Energy Corporation ("Resolute" or the "Company") shares, we are writing to you today as concerned shareholders.

In 2017, Kimmeridge acquired a position in Resolute based on our belief that the Company's assets were materially undervalued in the market and that the Company had an opportunity to deliver significant value to shareholders by improving operational execution and engaging in appropriate strategic combinations or a sale of the Company. Yet since the time we invested in the Company, Resolute has continually failed to deliver on the promises made to the investment community.  As a result, the Company's share price languishes and its competitive positioning in the Permian Basin dwindles.  

In short, there are too many operators in the Permian, many with bloated cost structures, subscale assets and lingering underperformance (despite rising commodity prices). As you are well aware the development of shale resources is increasingly a manufacturing business, but this unconventional manufacturing business is one with hundreds of participants, many of which are subscale. These subscale unconventional companies have much in common: the promise of returns to investors that rarely materialize due to poor capital allocation, the futile pursuit of growth over returns, and the enrichment of the C-suite regardless of performance. Indeed, these are the very issues plaguing Resolute.

We believe that for the reasons mentioned above, Resolute continues to trade at a steep discount to its relevant peers. In early 2018 it became clear that other significant shareholders shared this view, with Monarch Alternative Capital, VR Capital and Fir Tree Capital each independently filing Schedule 13D's encouraging the Company to pursue a sales process, a view that we wholeheartedly agree with.

We were encouraged by the settlement between Resolute and Monarch, negotiated this past May, as the Company explicitly agreed to improve its governance structure and to add new independent members to Resolute's Board of Directors (the "Board"). Moreover, the Board made public commitments to "promptly conduct an in-depth review, assisted by its financial advisers, Goldman Sachs & Co. LLC and Petrie Partners, LLC, of Resolute's business plan, competitive positioning and any potential strategic alternatives that will enhance the Company's goal of creating stockholder value." The company's 8-K, filed on May 15^th, went even further, specifically noting that such review included "potential merger, sale or business combination alternatives."  Yet, here we are five months later, and the Company does not appear to have made significant progress in its strategic review or in improving its financial performance, as it has underperformed its relevant benchmark, XOP, whether measured over one-year, two-years, or since the Monarch settlement.

It is of concern to us that, in conversations with other industry players, we have been left with the impression that Resolute has employed a passive approach to its strategic review rather than engaging interested parties in a serious sales process. During the same time, the Company has continued to fail to achieve the operational targets it set. In contrast, in the intervening time since shareholders have called for a sale of the Company, other Permian basin participants including Energen Corporation and RSP Permian, Inc. have run successful sales processes while their respective acquirers moved forward with the type of consolidation that Resolute should be a part of.

It is our belief that time stands still for no one, and certainly not for a subscale company that has committed to reviewing strategic alternatives while struggling to thrive in a competitive basin.  We therefore ask that Resolute's Board:

1. Immediately launch a formal process with the goal of selling or merging the Company with another Delaware Basin operator before year end;
2. Reduce corporate overhead costs in the interim, and;
3. Deliver to shareholders the returns and value accretion that have been lacking. 

In the event that the Board and management team fail to actively and exhaustively pursue a sale or combination, Kimmeridge will consider all options, including seeking to install independent Board members to act in the best interests of the Company and its shareholders. 

We would be happy to discuss this in further detail at the Board's convenience.

Sincerely,

Benjamin Dell
Managing Partner

About Kimmeridge Energy
Founded in 2012 by Ben Dell, Dr. Neil McMahon and Henry Makanski, Kimmeridge Energy is an energy private equity firm focused on making direct investments in unconventional oil and gas assets in the U.S. Rather than partner with separate management teams, Kimmeridge identifies, owns and operates each of its assets directly, maintaining an in-house geology and operating team with experience across all major E&P functions. Kimmeridge's results to date underscore the competitive edge of its integrated investment and operating model.

Kimmeridge Contact:
Matthew Zales
646.517.7258
matthew.zales@kimmeridgeenergy.com

Media Contact:
Daniel Yunger
Kekst
212.521.4800
daniel.yunger@kekst.com

View original content:http://www.prnewswire.com/news-releases/kimmeridge-energy-calls-on-resolute-energy-to-pursue-a-sale-or-combination-300734360.html

SOURCE Kimmeridge Energy

NEW YORK, Feb. 5, 2018 /PRNewswire/ -- Purcell Julie & Lefkowitz LLP, a class action law firm dedicated to representing shareholders nationwide, is investigating a potential breach of fiduciary duty claim involving the board of directors of Resolute Energy Corporation (NYSE: REN).

If you are a shareholder of Resolute Energy Corporation and are interested in obtaining additional information regarding this investigation, free of charge, please visit us at: http://pjlfirm.com/resolute-energy-corporation/   

You may also contact Robert H. Lefkowitz, Esq. either via email at rl@pjlfirm.com or by telephone at 212-725-1000.  One of our attorneys will personally speak with you about the case at no cost or obligation.

Purcell Julie & Lefkowitz LLP is a law firm exclusively committed to representing shareholders nationwide who are victims of securities fraud, breaches of fiduciary duty and other types of corporate misconduct. For more information about the firm and its attorneys, please visit http://pjlfirm.com.  Attorney advertising. Prior results do not guarantee a similar outcome. 

View original content:http://www.prnewswire.com/news-releases/shareholder-alert-purcell-julie--lefkowitz-llp-is-investigating-resolute-energy-corporation-for-potential-breaches-of-fiduciary-duty-by-its-board-of-directors-300593293.html

SOURCE Purcell Julie & Lefkowitz LLP