Magnum Hunter Resources Announces $150 Million Private Placement of Common Stock

Magnum Hunter Resources Announces $150 Million Private Placement of Common Stock 
21.4 Million Shares to Be Sold to Relational Investors at $7.00 per
HOUSTON, TX -- (Marketwired) -- 05/28/14 --  Magnum Hunter Resources
MKT: MHR.PRE) ("Magnum Hunter" or the "Company") announced today that
it has entered into a definitive securities purchase agreement (the
"Purchase Agreement") with Relational Investors LLC ("Relational")
and certain of its affiliates to sell to, in a private offering, an
aggregate of 21,428,580 shares of the Company's common stock (the
"Shares") at $7.00 per share, for net proceeds of $150 million. The
Company will also issue to Relational 2,142,858 warrants to purchase
common stock with an exercise price of $8.50 per share and with terms
substantially identical to those of the October 2013 warrants
previously issued to the Company's stockholders as a dividend.  
The Company intends to use the proceeds from this equity offering for
general corporate purposes, which the Company anticipates will
include (i) adding an additional drilling rig to accelerate its
drilling operations in the Marcellus Shale and Utica Shale in Ohio
and West Virginia on the Company's existing 200,000 leasehold acres
(approx.), (ii) funding the acquisition of new oil and gas leases
covering acreage in those shale plays in Ohio and West Virginia and
(iii) repaying a portion of the outstanding indebtedness under its
Senior Revolving Credit Facility. Pro forma for this private offering
and the anticipated repayment of indebtedness under the Senior
Revolving Credit Facility, as of May 27, 2014, the Company will have
total liquidity of approximately $208.5 million, comprised of $8.5
million of cash and cash equivalents and $200.0 million of borrowing
availability under its Senior Revolving Credit Facility. The closing
of the private offering is subject to customary conditions and is
scheduled to occur tomorrow, May 29, 2014. 
Mr. Gary C. Evans, Chairman of the Board and Chief Executive Officer
of Magnum Hunter, commented, "This private placement of equity will
generate proceeds of $150 million which will increase the Company's
financial flexibility in order to better execute on our defined
operating plan. Combined with ongoing divestitures of non-core
assets, this financing positions us very well to exploit our
strategic lease acreage position in the Marcellus and Utica Shale
Mr. Evans continued, "We are pleased that Relational Investors will
now become our largest shareholder with approximately 15% ownership
of our outstanding shares. We look forward to Relational's continued
involvement and support, as both a preeminent oil and gas investor
and proponent of long-term value creation for all shareholders." 
Mr. Ralph V. Whitworth, Co-founder and Principal of Relational
Investors LLC, commented, "Our interest in increasing our investment
in Magnum Hunter coincided with some very attractive opportunities
for the Company to extend its growth and long-term strategic plans.
This investment reflects our confidence in Magnum's outstanding
management team and their strategic plan. The Company, led by Gary,
has assembled a premier acreage position in North America's most
prolific shale plays. Our cash infusion will allow the Company to
accelerate development and expansion in the highly attractive
Appalachian Region."  
The Company also entered into a registration rights agreement (the
"Registration Rights Agreement") with Relational pursuant to which
the Company has agreed to file a registration statement registering
the resale of the Shares and the shares covered by the warrants
within 10 days following the closing of the private offering. The
Registration Rights Agreement requires the Company to use its
reasonable best efforts to have the registration statement declared
effective within 90 days following the closing of the private
offering (or 120 days if the Company receives written comments from
the Securities and Exchange Commission on the registration
The Shares, the warrants and the shares covered by the warrants have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on the exemptions provided by Section
4(a)(2) of the Securities Act and Regulation D (specifically, Rule
506) under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  
About Magnum Hunter Resources Corporation  
Magnum Hunter and subsidiaries are a Houston, Texas based independent
exploration and production company engaged in the acquisition,
development and production of crude oil, natural gas and natural gas
liquids, primarily in the states of West Virginia, Ohio and North
Dakota. The Company is presently active in three of the most prolific
unconventional shale resource plays in North America, namely the
Marcellus Shale, Utica Shale and Williston Basin/Bakken Shale. 
About Relational Investors LLC 
Relational Investors LLC, founded in 1996 by former oil and gas
executives, David H. Batchelder and Ralph V. Whitworth, is a
privately held, multi-billion dollar asset management firm and
registered investment adviser. Relational invests in publicly traded
companies that it believes are undervalued in the marketplace.  
Industry veterans, Batchelder and Whitworth served in executive
positions at Mesa Petroleum during its innovative involvement in the
transformation of the oil and gas industry during the 1980's. While
Relational invests in all sectors, it has a history of making
selective successful investments in the Energy sector. Recent
significant investments include Occidental Petroleum Corporation,
Hess Corporation, and Plains Exploration & Production Company. 
Availability of Information on the Company's Website 
Magnum Hunter is providing a reminder that it makes available on its
website (at a variety of information
for investors, analysts and the media, including the following: 

--  annual reports on Form 10-K, quarterly reports on Form 10-Q, current
    reports on Form 8-K and any amendments to those reports as soon as
    reasonably practicable after the material is electronically filed with
    or furnished to the Securities and Exchange Commission;
--  the most recent version of the Company's Investor Presentation slide
--  announcements of conference calls, webcasts, investor conferences,
    speeches and other events at which Company executives may discuss the
    Company and its business and archives or transcripts of such events;
--  press releases regarding annual and quarterly earnings, operational
    developments, legal developments and other matters; and
--  corporate governance information, including the Company's corporate
    governance guidelines, committee charters, code of conduct and other
    governance-related matters.

Magnum Hunter's goal is to maintain its website as the authoritative
portal through which visitors can easily access current information
about the Company. Over time, the Company intends for its website to
become a primary channel for public dissemination of important
information about the Company. Investors, analysts, media and other
interested persons are encouraged to visit the Company's website
Certain information included on the Company's website constitutes
forward-looking statements and is subject to the qualifications under
the heading "Forward-Looking Statements" below and in the Company's
Investor Presentation slide deck. 
Forward-Looking Statements 
This press release includes "forward-looking statements." All
statements other than statements of historical facts included or
incorporated herein may constitute forward-looking statements. Actual
results could vary significantly from those expressed or implied in
such statements and are subject to a number of risks and
uncertainties. Although Magnum Hunter believes that the expectations
reflected in the forward-looking statements are reasonable, Magnum
Hunter can give no assurance that such expectations will prove to be
correct. The forward-looking statements involve risks and
uncertainties that affect operations, financial performance, and
other factors as discussed in filings made by Magnum Hunter with the
Securities and Exchange Commission (SEC). Among the factors that
could cause results to differ materially are those risks discussed in
the periodic reports filed by Magnum Hunter with the SEC, including
Magnum Hunter's Annual Report on Form 10-K for the fiscal year ended
December 31, 2013, and its Quarterly Reports on Form 10-Q for the
fiscal quarters ended after such fiscal year. You are urged to
carefully review and consider the cautionary statements and other
disclosures made in those filings, specifically those under the
heading "Risk Factors." Forward-looking statements speak only as of
the date of the document in which they are contained, and Magnum
Hunter does not undertake any duty to update any forward-looking
statements except as may be required by law. 
Magnum Hunter
Cham King
AVP, Investor Relations
Anthony Andorra
Relational Investors
Anna Cordasco/Jared Levy
Sard Verbinnen & Co
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