|
CUSIP
No.
|
76116A108
|
|
1
|
NAMES
OF REPORTING PERSONS:
KENNETH
A. HERSH
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) £
(b)
£
|
|
3
|
SEC
USE ONLY:
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO(1)
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
£
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
UNITED
STATES OF AMERICA
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
0
|
|
8
|
SHARED
VOTING POWER:
10,284,318(1)
|
|
|
9
|
SOLE
DISPOSITIVE POWER:
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER:
10,284,318
(1)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,284,318
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.53%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
(1)
|
The
Reporting Person is an Authorized Member of GFW VII, L.L.C., which is the
sole general partner of G.F.W. Energy VII, L.P., which is the sole general
partner of Natural Gas Partners VII, L.P. Thus, the Reporting
Person may be deemed to indirectly beneficially own all the Common Stock
of the Issuer directly and/or indirectly deemed beneficially owned by
Natural Gas Partners VII, L.P.
|
|
Natural
Gas Partners VII, L.P. directly owns 6,276,166 shares of Common Stock of
the Issuer and is deemed to indirectly beneficially own (i) 289,719 shares
of Common Stock of the Issuer that are directly owned by NGP-VII Income
Co-Investment Opportunities, L.P. by virtue of Natural Gas Partners VII,
L.P.'s ownership of 100% of NGP Income Management, L.L.C., which is the
sole general partner of NGP-VII Income Co-Investment Opportunities, L.P.,
and (ii) 3,718,433 shares of Common Stock of the Issuer deemed to be
beneficially owned by Resolute Holdings, LLC by virtue of it and NGP-VII
Income Co-Investment Opportunities, L.P.'s approximate 71% membership
interest in Resolute Holdings, LLC, subject to certain adjustments in the
future that could decrease such interest.
|
|
|
The
Reporting Person disclaims beneficial ownership of the reported securities
except to the extent of his pecuniary interest therein, and this report
shall not be deemed an admission that the Reporting Person is the
beneficial owner of the reported securities for purposes of Section 16 or
for any other purpose.
|
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CUSIP
No.
|
76116A108
|
|
1
|
NAMES
OF REPORTING PERSONS:
NATURAL
GAS PARTNERS VII, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) £
(b) £
|
|
3
|
SEC
USE ONLY:
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC/OO(1)
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
£
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
DELAWARE
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
6,276,166
|
|
8
|
SHARED
VOTING POWER:
4,008,152(1)
|
|
|
9
|
SOLE
DISPOSITIVE POWER:
6,276,166
|
|
|
10
|
SHARED
DISPOSITIVE POWER:
4,008,152(1)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,284,318
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.53%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
|
|
(1)
|
NGP-VII
Income Co-Investment Opportunities, L.P directly owns 289,719 shares of
Common Stock of the Issuer. The Reporting Person owns 100% of
NGP Income Management, L.L.C., which is the sole general partner of
NGP-VII Income Co-Investment Opportunities, L.P. Thus, the Reporting
Person may be deemed to be the indirect beneficial owner of the Common
Stock of the Issuer owned by NGP-VII Income Co-Investment Opportunities,
L.P.
|
|
Resolute
Holdings, LLC, is deemed to directly beneficially own 3,718,433 shares of
Common Stock of the Issuer for purposes of this Schedule 13D even though
certain of the shares of Common Stock directly owned by Resolute Holdings,
LLC are subject to the limitations set forth in this Schedule
13D. The Reporting Person and NGP-VII Income Co-Investment
Opportunities, L.P. have an approximately 71% membership interest in
Resolute Holdings, LLC, subject to certain adjustments in the future that
could decrease such interest. Thus, the Reporting Person may be
deemed to be the indirect beneficial owner of the Common Stock of the
Issuer deemed beneficially owned by Resolute Holdings,
LLC.
|
|
|
The
Reporting Person disclaims beneficial ownership of the reported securities
except to the extent of its pecuniary interest therein, and this report
shall not be deemed an admission that the Reporting Person is the
beneficial owner of the reported securities for purposes of Section 16 or
for any other purpose.
|
|
|
CUSIP
No.
|
76116A108
|
|
1
|
NAMES
OF REPORTING PERSONS:
RESOLUTE
HOLDINGS, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) £
(b) £
|
|
3
|
SEC
USE ONLY:
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO(1)
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
£
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
DELAWARE
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
3,718,433(1)
|
|
8
|
SHARED
VOTING POWER:
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER:
3,718,433
(1)
|
|
|
10
|
SHARED
DISPOSITIVE POWER:
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,718,433
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.7%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
– Limited Liability Company
|
|
(1)
|
The
Reporting Person directly owns 1,385,100 shares of Common Stock issued in
the acquisition (the "Acquisition") completed pursuant to that certain
Purchase and IPO Reorganization Agreement (the "Purchase Agreement"),
dated as of August 2, 2009, as amended, among Resolute Energy Corporation,
Hicks Acquisition Company I, Inc., Resolute Holdings, LLC and others and
registered in the Issuer's Form S-4 Registration Statement
(333-161076). With the exception of 100 shares which the
Reporting Person owns with no limitations, these shares of Common Stock
are subject to forfeiture unless at any time prior to five years from the
closing of the Acquisition, either (a) the closing sale price of Common
Stock exceeds $15.00 per share for 20 trading days in any 30 day trading
period beginning 90 days after the closing of the Acquisition, or (b) a
change in control event occurs in which Common Stock is valued at greater
than $15.00 per share.
|
|
The
Reporting Person also directly owns 2,333,333 warrants (the "Sponsor
Warrants") acquired in connection with the Acquisition. Each Sponsor
Warrant entitles the holder to purchase one share of Common Stock at a
price of $13.00 per share commencing on the date of the closing of the
Acquisition and ending five years from the Acquisition Closing
Date.
|
|
|
Thus,
for purposes of this Schedule 13D, the Reporting Person is deemed to
directly beneficially own 3,718,433 shares of Common Stock even though
certain of the shares of Common Stock directly owned by the Reporting
Person are subject to the limitations set forth above.
|
|
|
The
Reporting Person also directly owns 4,600,000 warrants (the "Founders'
Warrants") issued in the Acquisition. Each Founders’ Warrant entitles the
holder to purchase one share of Common Stock at a price of $13.00 per
share, but such shares are not deemed to be beneficially owned as of the
date of this filing and are therefore excluded from this Schedule
13D. The warrant exercise period of Founders' Warrants
commences any time after the Closing Price (as defined in the Purchase
Agreement) of the Common Stock exceeds $13.75 for any 20 days within any
30 day trading period prior to September 25,
2014.
|
| Item 1. |
Security
and Issuer
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| Item 2. |
Identity
and Background
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| Item 3. |
Source
and Amount of Funds or Other Consideration
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| Item 4. |
Purpose
of Transaction
|
| Item 5. |
Interest
in Securities of the Issuer
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| Item 6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
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| Item 7. |
Material
to be filed as Exhibits
|
| SIGNATURES | |
| Exhibit Index | |
|
(a)
|
This
Schedule 13D is filed jointly by each of the following persons pursuant to
Rule 13d-1(k) promulgated by the Securities and Exchange Commission
pursuant to Section 13 of the Securities and Exchange Act of 1934, as
amended (the "Act"):
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|
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(i)
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Kenneth
A. Hersh, a citizen of the United States of
America;
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|
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(ii)
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Natural
Gas Partners VII, L.P., a Delaware limited partnership ("NGP VII");
and
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(iii)
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Resolute
Holdings, LLC, a Delaware limited liability company ("Resolute
Holdings").
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(b)
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The
address of the principal business office of each of the Reporting Persons
is as follows:
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Kenneth
A. Hersh
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125
E. John Carpenter Fwy.
Suite
600
Irving,
Texas 75062
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Natural
Gas Partners VII, L.P.
|
125
E. John Carpenter Fwy.
Suite
600
Irving,
Texas 75062
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|
Resolute
Holdings, LLC
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1675
Broadway
Suite
1950
Denver,
Colorado 80202
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(c)
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(i)
Kenneth A. Hersh is the Chief Executive Officer of NGP Energy Capital
Management and is a managing partner of the Natural Gas Partners private
equity funds.
|
| (ii) NGP VII is a fund or manager of funds managed by NGP Energy Capital Management whose primary business activity is investing in various companies, such as Resolute Energy Corporation. | |
|
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(iii)
Resolute Holdings is a holding company of certain Resolute Energy
Corporation securities.
|
| (a)-(b) |
(i)
|
Kenneth
A. Hersh does not directly own any Common Stock. Kenneth A. Hersh is an
Authorized Member of GFW VII, L.L.C., the general partner of G.F.W. Energy
VII, L.P., which is the general partner of NGP VII, and thus may be deemed
to possess shared voting and dispositive powers with respect to all shares
of Common Stock that NGP VII is the sole record owner of (6,276,166 shares
(11.81%)), as well as all shares of Common Stock that NGP VII may be
deemed to beneficially own (289,719 shares (0.55%) directly owned by NGP
VII Co-Investment Opportunities, L.P. and 3,718,433 shares (6.7%) deemed
beneficially owned by Resolute Holdings). Therefore, Kenneth A. Hersh may
be deemed to possess shared voting and dispositive powers with respect to
10,284,318 shares (18.53%) of Common
Stock.
|
|
|
|
(ii)
|
NGP
VII is the sole record owner of, and has the sole power to vote and
dispose of 6,276,166 shares (11.81%) of Common Stock.
|
|
NGP
VII owns 100% of NGP Income Management, L.L.C which serves as the general
partner of NGP-VII Income Co-Investment. NGP VII may thus be deemed to
possess shared voting and dispositive powers with respect to all of the
shares of Common Stock owned directly by NGP-VII Income Co-Investment
(289,719 shares (0.55%)).
|
|
NGP
VII and NGP-VII Income Co-Investment Opportunities, L.P. have an
approximately 71% membership interest in Resolute Holdings subject to
certain adjustments in the future that could decrease such
interest. Thus, NGP VII may be deemed to possess shared voting
and dispositive powers with respect to all of the shares of Common Stock
deemed beneficially owned by Resolute Holdings (3,718,433 shares
(6.7%)).
|
||
|
Therefore,
NGP VII may be deemed to possess sole and shared voting and dispositive
powers with respect to 10,284,318 shares (18.53%) of Common
Stock.
|
||
|
|
(iii)
|
Resolute
Holdings is the sole record owner of, and has the sole power to vote and
dispose of 1,385,100 shares (2.5%) of Common Stock. With the
exception of 100 shares which Resolute Holdings owns with no limitations,
these shares of Common Stock are subject to forfeiture unless at any time
prior to five years from the closing of the Acquisition, either (a) the
closing sale price of Common Stock exceeds $15.00 per share for 20 trading
days in any 30 day trading period beginning 90 days after the closing of
the Acquisition, or (b) a change in control event occurs in which Common
Stock is valued at greater than $15.00 per
share.
|
|
|
Resolute
Holdings also directly owns 2,333,333 warrants (the "Sponsor Warrants")
acquired in connection with the Acquisition. Each Sponsor Warrant entitles
the holder to purchase one share of Common Stock at a price of $13.00 per
share commencing on the date of the closing of the Acquisition and ending
five years from the Acquisition Closing Date.
|
|
Thus,
for purposes of this Schedule 13D, Resolute Holdings is deemed to directly
beneficially own 3,718,433 shares (6.7%) of Common Stock even though
certain of the shares of Common Stock directly owned by Resolute Holdings
are subject to the limitations set forth above.
|
|
|
Resolute
Holdings also directly owns 4,600,000 warrants (the "Founders' Warrants")
issued in the Acquisition. Each Founder’s Warrant entitles the holder to
purchase one share of Common Stock at a price of $13.00 per share, but
such shares are not deemed to be beneficially owned as of the date of this
filing and are therefore excluded from this Schedule 13D. The
warrant exercise period of Founders' Warrants commences any time after the
Closing Price (as defined in the Purchase Agreement) of the Common Stock
exceeds $13.75 for any 20 days within any 30 day trading period prior to
September 25, 2014.
|
|
(c)
|
There
have been no reportable transactions with respect to the Common Stock
within the last 60 days by the Reporting Persons except for the
distribution of shares of Common Stock from Resolute Holdings to its
members as reported on this Schedule
13D.
|
|
(d)
|
No
person other than the Reporting Persons or the managers of Resolute
Holdings indentified on Schedule A, has
the right to receive or the power to direct the receipt of distributions
from, or the proceeds from the sale of, the Common Stock being reported on
this Schedule 13D.
|
|
(e)
|
Not
applicable.
|
|
Exhibit
A
|
Joint
Filing Agreement dated February 19, 2010
|
| /s/ Kenneth A. Hersh | |||
| Kenneth A. Hersh | |||
|
NATURAL
GAS PARTNERS VII, L.P.
|
|||
|
By:
|
G.F.W. Energy VII, L.P., its general partner, | ||
|
By:
|
GFW VII, L.L.C., its general partner, | ||
|
|
By:
|
/s/ Kenneth A. Hersh | |
| Kenneth A. Hersh | |||
| Authorized Member | |||
|
RESOLUTE
HOLDINGS, LLC
|
|||
|
|
By:
|
/s/ Richard L. Covington | |
| Richard L. Covington | |||
| Manager | |||
|
Exhibit
A
|
Joint
Filing Agreement dated February 19, 2010
|
|
NATURAL
GAS PARTNERS VII, L.P.
|
|||
|
By:
|
G.F.W. Energy VII, L.P., its general partner, | ||
|
By:
|
GFW VII, L.L.C., its general partner, | ||
|
|
By:
|
/s/ Kenneth A. Hersh | |
| Kenneth A. Hersh | |||
| Authorized Member | |||
| /s/ Kenneth A. Hersh | |||
| Kenneth A. Hersh | |||
|
RESOLUTE
HOLDINGS, LLC
|
|||
|
|
By:
|
/s/ Richard L. Covington | |
| Richard L. Covington | |||
| Manager | |||