UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~__________~~FORM 8-K

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): April 18, 2016 (April 8, 2016)

Date of Report (Date of earliest event reported):

April 4, 2016 (March 30, 2016)

__________

MAGNUM HUNTER RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction ~~ofIncorporation~~of Incorporation) 001-32997 (Commission File Number) 86-0879278 (I.R.S. Employer Identification Number)

909 Lake Carolyn Parkway, Suite 600

Irving, Texas 75039

(Address of principal executive offices, including zip code)

(832) 369-6986

(Registrant’s telephone number, including area code)

Not applicable

(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 obligations 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))

Item 71.01 ~~Regulation~~ FDEntry ~~Disclosure~~into a Material Definitive Agreement.

As previously reported by Magnum Hunter Resources Corporation (the “Company”) in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 15, 2015, on December 15, 2015, the Company and certain of its subsidiaries each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) jointly administered under the caption In re Magnum Hunter Resources Corporation, et al., Case No. 15-12533 (KG) (the “Chapter 11 Cases”).Background

As previously reported by Magnum Hunter Resources Corporation (the “Company”) in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 21 15, 2015, in(the ~~connection~~“Filing ~~with~~8-K”), the ~~Chapter~~Company 11and ~~Cases,~~certain onof ~~December~~its ~~17,~~subsidiaries ~~2015~~(collectively, the ~~Company~~“Debtors”) ~~entered~~each ~~into~~filed a ~~Debtor~~voluntary inpetition ~~Possession~~for ~~Credit~~relief ~~Agreement~~under chapter 11 (the “~~DIP~~Filing”) ~~Credit~~of ~~Agreement~~title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) byunder ~~and~~the ~~among~~caption ~~the~~In ~~Company~~re Magnum Hunter Resources Corporation, aset ~~borrower~~al., ~~the~~Case ~~Lenders~~No. 15-12533 (asKG) ~~defined~~(the in“Chapter 11 Cases”). In connection with the ~~DIP~~Chapter ~~Credit~~11 ~~Agreement)~~Cases, the Third Amended Joint Chapter 11 Plan of Reorganization of Magnum Hunter Resources Corporation and ~~Cantor~~its ~~Fitzgerald~~Debtor ~~Securities,~~Affiliates as(the ~~administrative~~“Plan”) ~~agent~~was ~~for~~filed by the ~~Lenders~~Debtors ~~and~~with asthe ~~collateral~~Bankruptcy ~~agent~~Court on April 14, 2016 [Docket No. 1138].

InAlso ~~accordance~~as ~~with~~previously ~~the~~reported ~~affirmative~~in ~~covenants~~the ofFiling ~~the~~8-K, ~~DIP~~prior ~~Credit~~to ~~Agreement~~the Filing, on ~~March~~December 15, 302015, ~~2016~~ the Company ~~provided~~and to the ~~Lenders~~other ~~its~~Debtors ~~audited~~entered ~~consolidated~~into ~~balance~~a ~~sheets~~Restructuring Support Agreement, as ofamended ~~December~~on 31February 25, ~~2015~~2016 and ~~2014~~on ~~and~~April 1, ~~the~~2016 ~~related~~(as ~~statements~~amended, ofthe ~~operations~~“Restructuring Support Agreement”), ~~comprehensive~~with ~~loss~~certain Bridge Financing Lenders, ~~shareholders’~~certain ~~equity~~Second Lien Lenders and ~~cash~~certain ~~flows~~Noteholders (as such terms are defined therein). The Restructuring Support Agreement contains, among other things, certain milestones for progress in the ~~years~~Chapter ~~ended~~11 ~~December~~Cases 31(the “Milestones”). In addition, as previously reported in the Filing 8-K, on December 17, 2015, ~~2014~~the Company, the lenders party thereto and ~~2013~~Cantor Fitzgerald Securities, as ~~reported~~administrative onagent byand ancollateral ~~independent~~agent ~~registered~~(“Cantor ~~accounting~~Fitzgerald”), ~~firm. A~~entered ~~copy~~into ofa ~~the~~Debtor ~~audited~~in ~~consolidated~~Possession ~~financial~~Credit ~~statements~~Agreement, ~~described~~as ~~above~~amended ison ~~attached~~January 7, as2016, ~~Exhibit~~on ~~99.~~February 12, 2016 and on April 1, to2016 ~~this~~(as ~~Current~~amended, ~~Report~~the on“DIP ~~Form~~Credit ~~8-K~~Agreement”).

~~The~~Third ~~information~~Amendment included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to ~~liabilities~~Restructuring ofSupport that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.Agreement

~~Item~~On ~~9.01~~April 13, ~~Financial~~2016, ~~Statements~~the Company and ~~Exhibits~~the other Debtors entered into a Third Amendment to Restructuring Support Agreement (the “RSA Amendment”) with certain Second Lien Lenders and certain Noteholders in accordance with the Restructuring Support Agreement. Pursuant to the RSA Amendment, the dates for achievement of three of the Milestones were modified, as follows:

~~The~~(i) the ~~following~~date ~~consolidated~~by ~~financial~~which ~~statements~~the ofBankruptcy ~~Magnum~~Court ~~Hunter~~shall ~~Resources~~have ~~Corporation~~commenced ~~are~~the ~~attached~~confirmation ashearing ~~Exhibit~~on ~~99.1~~the toPlan ~~this~~was ~~Current~~extended ~~Report~~from onApril 8, ~~Form~~2016 ~~8-K:~~to April 18, 2016;

~~Report~~(ii) the ofdate ~~Independent~~by ~~Registered~~which ~~Public~~the ~~Accounting~~Bankruptcy ~~Firm~~Court shall have entered the Plan confirmation order was extended from April 11, 2016 to April 19, 2016; and

~~Consolidated~~(iii) the ~~Balance~~date ~~Sheet~~by atwhich ~~December~~the 31Debtors shall have consummated the transactions contemplated by the Plan was extended from April 18, ~~2015~~2016 ~~and~~to ~~2014~~May 3, 2016.

~~Consolidated~~Fourth ~~Statements~~Amendment ofto ~~Operations~~Debtor ~~for~~in ~~the~~Possession ~~years~~Credit ~~ended December 31, 2015, 2014, and 2013~~Agreement

~~Consolidated~~On ~~Statements~~April 8, of2016, ~~Comprehensive~~the ~~Loss~~Company, ~~for~~the lenders party thereto and Cantor Fitzgerald entered into a Fourth Amendment to the ~~years~~DIP ~~ended~~Credit ~~December~~Agreement ~~31,~~(the ~~2015,~~“DIP ~~2014~~Credit Amendment”). Pursuant to the DIP Credit Amendment, ~~and~~the ~~2013~~dates for achievement of the three Milestones modified by the RSA Amendment were extended respectively to the same dates set forth in the RSA Amendment.

~~Consolidated~~The ~~Statements~~foregoing descriptions of ~~Shareholders’~~the ~~Equity~~RSA ~~for~~Amendment and the ~~years~~DIP ~~ended~~Credit ~~December~~Amendment ~~31,~~do ~~2015,~~not ~~2014,~~purport to be complete and ~~2013~~are qualified in their entirety by the complete text thereof. A copy of the RSA Amendment is attached as Exhibit 10.1 to this Form 8-K and a copy of the DIP Credit Amendment is attached as Exhibit 10.2 to this Form 8-K.

~~Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013~~2

~~Notes~~Item to7.01 ~~the~~Regulation ~~Consolidated~~FD ~~Financial Statements~~Disclosure.

~~SIGNATURES~~Cleansing Materials

In ~~accordance~~connection with ~~the~~discussions ~~requirements~~and negotiations with certain of its creditors, the ~~Securities~~Company ~~Exchange~~entered ~~Act~~into ofconfidentiality ~~1934~~agreements with such creditors on February 9, ~~the~~2016. Pursuant ~~registrant~~to ~~has~~the ~~duly~~confidentiality ~~caused~~agreements, ~~this~~the ~~report~~Company agreed to bepublicly ~~signed~~disclose onall ~~its~~material ~~behalf~~non-public byinformation regarding the ~~undersigned~~Company ~~hereunto~~provided ~~duly~~to ~~authorized~~such creditors and referenced in the confidentiality agreements (the “Cleansing Materials”).

		MAGNUM HUNTER RESOURCES CORPORATION
Date: April 4, 2016		/s/ Gary C. Evans
		Gary C. Evans,
		Chairman and Chief Executive Officer

A copy of the Cleansing Materials is attached as Exhibit 99.1 to this Current Report on Form 8-K.

~~INDEX~~The TOinformation ~~EXHIBITS~~included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

ExhibitNumber		Description
99.1		Consolidated financial statements of Magnum Hunter Resources Corporation as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014, and 2013.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Third Amendment to Restructuring Support Agreement, dated as of April 13, 2016, by and among the Company and the supporting parties thereto.
10.2		Fourth Amendment to Debtor in Possession Credit Agreement, dated as of April 8, 2016, by and among the Company, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent.
99.1		Cleansing Materials.

SIGNATURES

In accordance with 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.

	MAGNUM HUNTER RESOURCES
	CORPORATION

Date: April 18, 2016	/s/ Gary C. Evans
	Gary C. Evans,
	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		Third Amendment to Restructuring Support Agreement, dated as of April 13, 2016, by and among the Company and the supporting parties thereto.
10.2		Fourth Amendment to Debtor in Possession Credit Agreement, dated as of April 8, 2016, by and among the Company, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent.
99.1		Cleansing Materials.

Filing Compare · MAGNUM HUNTER RESOURCES CORP