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

Date of Report (Date of earliest event reported): ~~February~~March 251, 2019 ~~(February 22, 2019)~~

Cimarex Resolute ~~Energy Corporation~~LLC

(Exact name of Registrant as specified in its charter)

Delaware	001-34464	~~27-0659371~~	27-0659371
(State or other jurisdiction of incorporation or organization)	Commission File Number	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
1700 Lincoln Street, Suite 3700, Denver CO		80203
(Address of principal executive offices)		(Zip Code)

1700 Lincoln Street, Suite 2800, Denver CO		80203
(Address of principal executive offices)		(Zip Code)

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

~~Registrant’s~~Resolute ~~telephone~~Energy ~~number, including area code: (303) 534-4600~~Corporation

1700 Lincoln Street, Suite 2800

Denver, CO

(Former name, former address and former fiscal year, 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note:

AAs ~~special~~previously ~~meeting~~reported, ofon ~~the~~November 18, ~~stockholders~~2018, of Resolute Energy Corporation ~~(“Resolute”) was held on February 22~~, ~~2019~~a ~~(the “Special~~Delaware ~~Meeting”).~~corporation ~~The Special Meeting was held in order to vote upon the proposals set forth in the definitive proxy statement of Resolute, filed with the U.S. Securities and Exchange Commission on January 30, 2019~~ (~~the~~ “~~Proxy Statement~~Resolute”), toentered ~~(1) adopt~~into ~~the~~an Agreement and Plan of Merger, ~~dated as November 18, 2018~~ (the “Merger Agreement”), bywith ~~and among Resolute,~~ Cimarex Energy Co., a Delaware corporation (“Cimarex”), CR Sub 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Cimarex (“Merger Sub 1”), and Cimarex Resolute LLC (f/k/a CR Sub 2 LLC), a Delaware limited liability company and a direct wholly owned subsidiary of Cimarex, ~~pursuant to which Cimarex will acquire Resolute in exchange for a combination of shares of common stock, par value $0.01 per share, of Cimarex~~ (“~~Cimarex Common Stock”), and cash (the “~~Merger ~~Proposal”~~Sub ~~and the transactions contemplated therein, the “Merger”), (~~2) approve the adjournment of the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”) and (3) approve, on an advisory (non-binding) basis, the payments that will or may be paid to Resolute’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”).

AtOn March 1, 2019 (the ~~Special~~“Closing ~~Meeting~~Date”), ~~the~~ Merger ~~Proposal~~Sub ~~was~~1 ~~approved~~merged bywith ~~Resolute’s~~and ~~stockholders,~~into ~~and~~Resolute (the ~~Advisory~~“First ~~Compensation~~Merger”), ~~Proposal~~with ~~was rejected on an advisory basis by~~ Resolute’s ~~stockholders.~~continuing ~~Because~~as ~~sufficient proxies were returned to approve~~ the ~~Merger~~surviving ~~Proposal,~~corporation noin ~~proposal to adjourn~~ the ~~Special~~First ~~Meeting was made~~Merger, and ~~therefore no vote was held on the Adjournment Proposal. Of the 23~~thereafter,~~329,303~~ ~~shares of~~ Resolute ~~common~~merged ~~stock~~with ~~issued~~ and ~~outstanding~~into onMerger ~~January 18,~~Sub ~~2019~~2, ~~the~~with ~~record~~Merger ~~date,~~Sub ~~18,862,545~~2 ~~shares~~continuing ofas ~~common~~the ~~stock~~surviving ~~(approximately~~company ~~81%) were present or represented by proxy at~~ (the ~~Special~~“Second ~~Meeting.~~Merger” ~~The~~and, ~~voting~~together ~~results~~with of the ~~Special~~First ~~Meeting~~Merger, ~~are set forth below~~the “Merger”).

~~(1)~~ References to “the Surviving Company” in this Current Report on Form 8-K refer to Merger ~~Proposal~~Sub —2 ~~Adoption~~as ofthe surviving company in the Second Merger. ~~Agreement:~~The events described in this Current Report on Form 8-K took place in connection with the completion of the Merger.

FOR		AGAINST		ABSTAIN
15,950,431		59,240		2,852,874

Item 1.02 Termination of a Material Definitive Agreement

~~(2) Adjournment~~On ~~Proposal~~the —Closing ~~Because~~Date, ~~sufficient~~Resolute ~~proxies~~terminated ~~were~~all ~~returned~~commitments toand ~~approve~~repaid all amounts outstanding under the ~~Merger~~Third ~~Proposal~~Amended and Restated Credit Agreement, nodated ~~proposal~~as of February 17, 2017 (as amended, supplemented or otherwise modified to ~~adjourn~~date), ~~the~~among ~~Special~~Resolute, ~~Meeting~~as ~~was~~borrower, ~~made~~certain subsidiaries of Resolute, ~~and~~as ~~therefore~~guarantors, nothe ~~vote~~lenders ~~was~~party ~~held~~thereto onand ~~this~~Bank ~~proposal~~of Montreal, as administrative agent.

On the Closing Date, Resolute initiated a notice to redeem any and all of its 8.50% Senior Notes Due 2020 (~~3) Advisory~~the ~~Compensation~~“2020 ~~Proposal~~Notes”). —In ~~Approval~~connection therewith, on anthe ~~advisory~~Closing Date, Cimarex caused to be deposited with Delaware Trust Company, as registrar and paying agent for the 2020 Notes (~~non-binding~~the “Paying Agent”), ~~basis~~funds sufficient to redeem any 2020 Notes remaining outstanding on April 1, 2019 (the “Redemption Date”). The deposit (the “Deposit”) included approximately $621.3 million of outstanding principal at a redemption price of 100.000% of the ~~payments~~principal ~~that~~amount ~~will~~of orthe ~~may~~redeemed be2020 ~~paid~~Notes, plus accrued and unpaid interest thereon to, ~~Resolute’s~~but ~~named~~excluding, ~~executive~~the ~~officers~~Redemption inDate. ~~connection~~Upon deposit of the Deposit with the ~~Merger~~Paying Agent on the Closing Date, asthe ~~described~~indenture ingoverning the ~~Proxy~~2020 ~~Statement~~Notes ~~under~~was ~~the~~fully ~~caption~~satisfied “and discharged. The ~~Merger~~2020 —Notes, ~~Interests~~which ofbore ~~Resolute~~interest ~~Directors~~at ~~and~~8.50% ~~Executive~~per ~~Officers~~year, inwere ~~the~~scheduled ~~Merger”:~~to mature on May 1, 2020.

FOR		AGAINST		ABSTAIN
8,591,756		10,233,516		37,273

Item 2.01 Completion of Acquisition or Disposition of Assets

~~Item~~Pursuant 7to the Merger, each share of common stock, par value $0.0001 per share, of Resolute (“Resolute Common Stock”) issued and outstanding immediately prior to the effective time of the First Merger (the “Effective Time”) was converted into the right to receive (in accordance with such holder’s election and subject to proration as described below), one of the following forms of consideration (the “Merger Consideration”): (1) an amount in cash equal to $14.00, without interest, and 0.2366 shares of common stock of Cimarex, par value $0.01 ~~Regulation~~per FDshare ~~Disclosure~~(“Cimarex Common Stock”); (2) an amount of cash, without interest, equal to $35.00 (“Cash Election Consideration”); or (3) 0.3943 shares of Cimarex Common Stock.

In addition, (1) each outstanding share of restricted stock granted pursuant to the 2009 Performance Incentive Plan, as amended (the “Resolute Equity Plan”), automatically became fully vested (with any performance-based vesting satisfied at the maximum level) and was converted into Merger Consideration at the holder’s election (less required withholdings), (2) each outstanding outperformance share right granted pursuant to the Resolute Equity Plan (which would, if the relevant performance and other vesting conditions were met, result in the issuance of one share of Resolute Common Stock to the holder of such outperformance share right) became fully vested (with any performance-based vesting satisfied at the maximum level) and was automatically cancelled and converted into the right to receive Merger Consideration at the holder’s election (less required withholdings), (3) each outstanding option to purchase Resolute Common Stock granted pursuant to the Resolute Equity Plan (a “Resolute Option”) became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration at the holder’s election (less required withholdings) based on the excess of (i) $35.00 minus (ii) the applicable exercise price per share under such Resolute Option, (4) each outstanding stock appreciation right granted pursuant to the Resolute Equity Plan (a “Resolute SAR”) became fully vested and was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (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 the Cash Election ~~Results~~Consideration ~~Subject~~minus the per share base price of such Resolute SAR, and (5) each outstanding award of restricted cash granted pursuant to ~~Proration~~the Resolute Equity Plan became fully vested and payable at the time set forth in the Resolute Equity Plan and applicable award agreement.

As announced on February 11, 2019, in connection with the Merger, 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 (collectively, the “Resolute Equity Awards”) to elect the form of merger consideration they wish to receive in connection with the Merger, subject to proration, was 5:00 p.m., Eastern time, on February 22, 2019 (the “Election Deadline”). Holders had the option to elect to receive (a) an amount in cash, without interest, equal to $14.00 and 0.2366 shares of Cimarex Common Stock (such consideration, the “Mixed Election Consideration”), (b) an amount of cash, without interest, equal to $35.00 (subject to adjustment in accordance with the terms of the Merger Agreement) (such consideration, the “Cash Election Consideration”) or (c) 0.3943 shares of Cimarex Common Stock (subject to adjustment in accordance with the terms of the Merger Agreement) (such consideration, the “Stock Election Consideration”). The elections are subject to proration so that the aggregate merger consideration paid to all holders of Resolute shares eligible to make an election of merger consideration in the Merger (including holders of Resolute Equity Awards whose awards will be converted into rights to receive merger consideration in the Merger) consists of no more than 60% shares of Cimarex Common Stock and 40% cash, based on the closing sale price for shares of Cimarex Common Stock on November 16, 2018.2

AsNo offractional ~~the~~shares ~~Election~~of ~~Deadline,~~Cimarex ~~there~~Common Stock were ~~approximately~~issued 23in the Merger,~~627,797~~ and holders of Resolute Common Stock instead received cash in lieu of fractional shares of Cimarex Common Stock. The Merger Consideration was subject to proration so that the aggregate Merger Consideration paid in respect of all holders of Resolute shares eligible to make an election of ~~merger~~the ~~consideration,~~Merger Consideration (including ~~1,069,830~~holders ~~shares~~of ~~related~~Resolute equity awards whose awards were converted into rights to receive the ~~Resolute~~Merger ~~Equity~~Consideration) ~~Awards~~consisted onof anno ~~as-converted~~more ~~basis~~than ~~(collectively~~60% shares of Cimarex Common Stock and 40% cash, based on the ~~“Resolute~~closing ~~Shares~~sale ~~Eligible”)~~price for shares of Cimarex Common Stock on November 16, 2018. ~~The~~ ~~merger~~Following ~~consideration~~proration, ~~election~~Cimarex ~~results~~issued ~~without~~approximately ~~giving~~5.7 ~~effect~~million shares of Cimarex Common Stock and paid approximately $325.6 million in cash to ~~proration~~former ~~are~~holders asof ~~follows:~~Resolute Common Stock and Resolute equity awards.

~~· Mixed~~Each ~~Election~~share ~~Consideration — Holders~~ of ~~approximately~~Resolute 1081/8% ofSeries B ~~the~~Cumulative ~~Resolute~~Perpetual ~~Shares~~Convertible ~~Eligible~~Preferred Stock, orpar 2value $0.0001 per share,~~435,678~~ ~~Resolute~~issued ~~Shares~~and ~~Eligible,~~outstanding ~~elected~~immediately prior to ~~receive~~ the ~~Mixed~~Effective ~~Election~~Time ~~Consideration.~~was ~~Pursuant~~exchanged tofor ~~the~~one ~~merger~~share ~~agreement,~~of ~~this~~newly ~~amount~~issued ~~includes~~Cimarex ~~holders~~81/8% ~~who~~Series A ~~failed~~Cumulative toPerpetual ~~make~~Convertible anPreferred ~~election~~Stock, orpar ~~made~~value an$0.01 ~~untimely~~per ~~election~~share (or“Cimarex ~~who~~Preferred ~~otherwise~~Stock”). ~~are~~As ~~deemed~~a ~~not~~result toof ~~have~~the ~~submitted~~Merger, anCimarex ~~effective~~issued ~~form~~62,500 shares of ~~election)~~Cimarex Preferred Stock and ~~are~~reserved ~~deemed~~for toissuance ~~have~~579,459 ~~elected~~shares toof ~~receive~~Cimarex ~~the~~Common ~~Mixed~~Stock ~~Election~~issuable ~~Consideration~~upon conversion of such Cimarex Preferred Stock.

~~· Cash~~The ~~Election~~foregoing ~~Consideration~~description ~~— Holders~~ of ~~approximately~~the ~~86%~~Merger ofAgreement and the ~~Resolute~~transactions ~~Shares~~contemplated ~~Eligible,~~thereby oris ~~20,313,205~~not ~~Resolute~~complete ~~Shares~~and ~~Eligible,~~is ~~elected~~subject to ~~receive~~and qualified in its entirety by reference to the ~~Cash~~Merger ~~Election~~Agreement, ~~Consideration~~a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.

· The issuance of Cimarex Common Stock ~~Election~~and ~~Consideration~~Cimarex —Preferred ~~Holders~~Stock, including Cimarex Common Stock issuable upon conversion of ~~approximately~~62,500 4%of Cimarex Preferred Stock, in connection with the Merger was registered under the Securities Act of 1933, as amended (the ~~Resolute~~“Securities ~~Shares~~Act”), ~~Eligible~~pursuant to Cimarex’s registration statement on Form S-4, oras ~~878~~amended (File No. 333-228809),~~914~~ ~~Resolute~~which ~~Shares~~became ~~Eligible~~effective on January 30, ~~elected~~2019. The toproxy ~~receive~~statement/prospectus included in the ~~Stock~~registration ~~Election~~statement ~~Consideration~~contains additional information about the Merger.

~~Based~~The oninformation contained in the ~~results~~Introductory ~~described~~Note above, it is ~~expected~~incorporated ~~that~~herein ~~holders~~by ~~who elected to receive the Cash Election Consideration will be subject to proration~~reference. ~~The final allocation and proration of merger consideration will be calculated in accordance with the terms of the Merger Agreement.~~

~~The~~Item ~~Merger~~2.04 isTriggering ~~expected~~Events tothat ~~close~~Accelerate onor ~~March 1,~~Increase ~~2019,~~a ~~subject~~Direct toFinancial ~~satisfaction~~Obligation ofor ~~the~~an ~~remaining~~Obligation ~~customary~~under ~~closing~~an ~~conditions.~~Off-Balance Sheet Arrangement

The information set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.

~~Press~~Item ~~Release~~3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On ~~February~~the Closing Date, Resolute notified the New York Stock Exchange (the 22“NYSE”) that the Merger had been completed and requested that the NYSE (1) suspend trading of the Resolute Common Stock and the Series A Junior Participating Preferred Stock of Resolute, ~~2019~~par value $0.0001 per share (the “Series A Preferred Stock”), on the NYSE, (2) withdraw the Resolute ~~issued~~Common aStock ~~press~~and ~~release~~Series A ~~announcing~~Preferred Stock from listing on the ~~voting~~NYSE ~~results~~and (3) file with the Securities and Exchange Commission (“SEC”) a notification of removal from listing on Form 25 to delist the ~~Special~~Resolute ~~Meeting~~Common Stock and Series A Preferred Stock from the NYSE. Resolute Common Stock and Series A ~~copy~~Preferred ofStock ceased being traded immediately prior to the ~~press~~opening ~~release~~of isthe ~~attached~~market ~~hereto~~on asFriday, ~~Exhibit~~March ~~99.~~1, 2019, and iswill ~~incorporated~~no bylonger ~~reference~~be ~~herein~~listed on the NYSE.

~~The~~Additionally, ~~information~~Resolute ~~contained~~intends into ~~this~~file ~~Item~~with ~~7.01~~the inSEC ~~this~~certifications ~~Current Report~~ on Form ~~8-K~~15 ~~and~~under the ~~press~~Securities ~~release~~Exchange ~~are~~Act ~~being~~of ~~furnished~~1934 ~~pursuant~~(the “Exchange toAct”) ~~Item~~requesting ~~7.01,~~the ~~Regulation~~deregistration FDof ~~Disclosure.~~the ~~The~~Resolute ~~information~~Common Stock and ~~press~~Series A ~~release~~Preferred ~~furnished~~Stock ~~are~~under ~~not~~Section 12(g) of ~~deemed~~the ~~“filed”~~Exchange ~~for~~Act, ~~purposes~~and the suspension of Resolute’s reporting obligations under Section 1813(a) and Section 15(d) of the ~~Securities~~ Exchange Act ofwith ~~1934,~~respect ~~as amended, are not subject~~ to the ~~liabilities~~Resolute ofCommon ~~that~~Stock, ~~section~~Series A ~~and~~Preferred ~~are~~Stock, ~~not~~2020 ~~deemed~~Notes ~~incorporated~~and byrelated ~~reference~~guarantees inand ~~any~~warrants ~~filing~~to ~~under~~purchase ~~the~~Resolute ~~Securities~~Common ~~Act~~Stock ofas ~~1933,~~promptly as ~~amended~~practicable.

The information set forth under Item 92.01. ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated by reference into this Item 3.01.

~~(d) Exhibits~~Item 3.03 Material Modification to Rights of Security Holders

Exhibit Number		Description of Exhibits
99.1		Press Release dated February 22, 2019

The information set forth in Items 1.02, 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Cautionary Statement Regarding Forward-Looking Information~~3

~~This~~Item ~~report includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995~~5.01 ~~Words~~Changes such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “poised,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements; however the absence of these words does not mean the statements are not forward-looking. Forward-looking statements in ~~this~~Control ~~report include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels~~ of activity, performance or achievements to differ materially from results expressed or implied by this report. Such risk factors include, among others: the expected timing and likelihood of completion of the proposed transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements 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 any unexpected costs or expenses resulting from the proposed transaction, the outcome of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Cimarex and Resolute to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending proposed transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Resolute’s control. Additional factors that could cause results to differ materially from those described above can be found 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 http://www.cimarex.com and on the SEC’s website at http://www.sec.gov, and 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 http://www.resoluteenergy.com and on the SEC’s website at http://www.sec.gov.Registrant

~~Actual~~As ~~results~~a ~~may~~result ~~differ~~of ~~materially~~the ~~from~~Merger, ~~those~~a ~~contained~~change in ~~the~~control ~~forward-looking~~of ~~statements in this report.~~ Resolute ~~undertakes~~occurred, ~~no obligation~~ and ~~does~~Resolute ~~not~~is ~~intend~~now toa ~~update~~wholly ~~these~~owned ~~forward-looking~~subsidiary ~~statements to reflect events or circumstances occurring after the date~~ of ~~this report~~Cimarex. ~~You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.~~

3Effective as of the effective time of the Second Merger, Cimarex became the sole member of the Surviving Company.

~~SIGNATURE~~The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~Pursuant~~Item to5.02. ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~registrant~~of ~~has~~Certain ~~duly~~Officers; ~~caused~~Compensatory ~~this~~Arrangements ~~report~~of toCertain ~~be signed on its behalf by the undersigned thereunto duly authorized.~~Officers

	RESOLUTE ENERGY CORPORATION
Date: February 25, 2019
	By:	/s/ Richard F. Betz
		Richard F. Betz
		Chief Executive Officer

In accordance with the Merger Agreement, as a result of the Merger, the then existing directors of Resolute, Nicholas J. Sutton, Richard F. Betz, James E. Duffy, Tod C. Benton, Joseph Citarrella, Wilkie S. Colyer, Thomas O. Hicks, Jr., Gary L. Hultquist, Janet W. Pasque, Robert J. Raymond and William K. White, resigned from the Board of Directors of Resolute (the “Board”) and any and all committees of the Board on which they served, effective as of the Effective Time. Such resignations were not related to any disagreement with Resolute on any matter relating to Resolute’s operations, policies or practices.

4In addition, in connection with the Merger, effective as of the Effective Time, the existing officers of Resolute, Nicholas J. Sutton, Richard F. Betz, Theodore Gazulis, Michael N. Stefanoudakis, Bob D. Brady, Jr., William R. Alleman, James A. Tuell and Douglas K. Dietrich ceased serving in their respective corporate officer capacities with Resolute. Such removals were not related to any disagreement with Resolute on any matter relating to the Resolute’s operations, policies or practices.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

The certificate of formation and amended and restated limited liability company agreement of Merger Sub 2 in effect immediately prior to the effective time of the Second Merger became the certificate of formation and amended and restated limited liability company agreement of the Surviving Company and, as a result, the amended and restated certificate of incorporation and amended and restated bylaws of Resolute are no longer in effect as of such time. Copies of the Surviving Company’s certificate of formation and amended and restated limited liability company agreement are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description of Exhibits
2.1		Agreement and Plan of Merger dated as of November 18, 2018, by and among Cimarex Energy Co., CR Sub 1 Inc., CR Sub 2 LLC and Resolute Energy Corporation (filed as Exhibit 2.1 to Registrant’s Form 8-K (Commission File No. 001-34464) dated November 20, 2018 and incorporated herein by reference).
3.1		Certificate of Formation of the Surviving Company
3.2		Amended and Restated Limited Liability Company Agreement of the Surviving Company

SIGNATURE

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 thereunto duly authorized.

Date: March 1, 2019	CIMAREX RESOLUTE LLC
	(as successor to the merger to Resolute Energy Corporation)

	By:	/s/ Francis B. Barron
	Name:	Francis B. Barron
	Title:	Senior Vice President — General Counsel

Filing Compare · Cimarex Resolute LLC