SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RESOLUTE ENERGY CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
76116A108
(CUSIP Number)
SPO Advisory Corp.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600
with a copy to:
Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067-1725
(310) 712-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 27, 2009
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 76116A108 Page 2 of 20 pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SPO Partners II, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
17,672,325(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
17,672,325(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,672,325
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
(1) Of these shares, there are 9,502,800 shares of Common Stock and warrants
covering 8,169,525 shares of Common Stock issuable upon conversion.
(2) Power is exercised through its sole general partner, SPO Advisory Partners,
L.P.
Page 3 of 20 pages
CUSIP No. 76116A108
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SPO Advisory Partners, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
17,672,325(1)(2)(3)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
17,672,325(1)(2)(3)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,672,325
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
(1) Of these shares, there are 9,502,800 shares of Common Stock and warrants
covering 8,169,525 shares of Common Stock issuable upon conversion.
(2) Solely in its capacity as the sole general partner of SPO Partners II, L.P.
(3) Power is exercised through its sole general partner, SPO Advisory Corp.
Page 4 of 20 pages
CUSIP No. 76116A108
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
San Francisco Partners, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
607,253(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
607,253(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,253
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
(1) Of these shares, there are 327,500 shares of Common Stock and warrants
covering 279,753 shares of Common Stock issuable upon conversion.
(2) Power is exercised through its sole general partner, SF Advisory Partners,
L.P.
Page 5 of 20 pages
CUSIP No. 76116A108
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SF Advisory Partners, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
607,253 (1)(2)(3)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
607,253 (1)(2)(3)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,253
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
(1) Of these shares, there are 327,500 shares of Common Stock and warrants
covering 279,753 shares of Common Stock issuable upon conversion.
(2) Solely in its capacity as the sole general partner of San Francisco
Partners, L.P.
(3) Power is exercised through its sole general partner, SPO Advisory Corp.
Page 6 of 20 pages
CUSIP No. 76116A108
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SPO Advisory Corp.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
18,279,578 (1)(2)(3)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
18,279,578 (1)(2)(3)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,279,578
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Of these shares, there are 9,830,300 shares of Common Stock and warrants
covering 8,449,278 shares of Common Stock issuable upon conversion.
(2) Solely in its capacity as the sole general partner of SPO Advisory Partners,
L.P. with respect to 9,502,800 shares of Common Stock and warrants covering
8,169,525 shares of Common Stock issuable upon conversion; and solely in
its capacity as the sole general parter of SF Advisory Partners, L.P. with
respect to 327,500 shares of Common Stock and warrants covering 279,753
shares of Common Stock issuable upon conversion.
(3) Power is exercised through its four controlling persons, John H. Scully,
William E. Oberndorf, William J. Patterson and Edward H. McDermott.
Page 7 of 20 pages
CUSIP No. 76116A108
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
John H. Scully
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
3,913(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By 18,279,578(3)(4)
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
3,913(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,279,578(3)(4)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,283,491
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) Of these shares, there are 3,100 shares of Common Stock and warrants
covering 813 shares of Common Stock issuable upon conversion.
(2) These shares are held in the John H. Scully Individual Retirement Account,
which is self-directed.
(3) Of these shares, there are 9,830,300 shares of Common Stock and warrants
covering 8,449,278 shares of Common Stock issuable upon conversion.
(4) These shares may be deemed to be beneficially owned by Mr. Scully solely in
his capacity as one of four controlling persons of SPO Advisory Corp.
Page 8 of 20 pages
CUSIP No. 76116A108
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
William E. Oberndorf
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
135,788(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By 18,279,578(3)(4)
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
135,788(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,279,578(3)(4)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,415,366
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) Of these shares, there are 74,200 shares of Common Stock and warrants
covering 61,588 shares of Common Stock issuable upon conversion.
(2) These shares are held in the William E. Oberndorf Individual Retirement
Account, which is self-directed
(3) Of these shares, there are 9,830,300 shares of Common Stock and warrants
covering 8,449,278 shares of Common Stock issuable upon conversion.
(4) These shares may be deemed to be beneficially owned by Mr. Oberndorf solely
in his capacity as one of four controlling persons of SPO Advisory Corp.
Page 9 of 20 pages
CUSIP No. 76116A108
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
William J. Patterson
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
358(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By 18,279,578(3)(4)
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
358(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,279,578(3)(4)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,279,936
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) Of these shares, there are 300 shares of Common Stock and warrants covering
58 shares of Common Stock issuable upon conversion.
(2) These shares are held in the William J. Patterson Individual Retirement
Account, which is self-directed
(3) Of these shares, there are 9,830,300 shares of Common Stock and warrants
covering 8,449,278 shares of Common Stock issuable upon conversion.
(4) These shares may be deemed to be beneficially owned by Mr. Patterson solely
in his capacity as one of four controlling persons of SPO Advisory Corp.
Page 10 of 20 pages
CUSIP No. 76116A108
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
Edward H. McDermott
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
1,422(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By 18,279,578(3)(4)
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
1,422(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,279,578(3)(4)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,281,000
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) Of these shares, there are 800 shares of Common Stock and warrants covering
622 shares of Common Stock issuable upon conversion.
(2) These shares are held in the Edward H. McDermott Individual Retirement
Account, which is self-directed
(3) Of these shares, there are 9,830,300 shares of Common Stock and warrants
covering 8,449,278 shares of Common Stock issuable upon conversion.
(4) These shares may be deemed to be beneficially owned by Mr. McDermott solely
in his capacity as one of four controlling persons of SPO Advisory Corp.
Page 11 of 20 pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, par value $0.0001
per share ("Common Stock"), of Resolute Energy Corporation, a Delaware
corporation (the "Issuer") and warrants each of which entitles the holder to
purchase one share of Common Stock at a price of $13.00 (the "Warrants," and
collectively with the Common Stock, "Shares"), subject to adjustment. The
Warrants are exercisable at any time commencing on September 25, 2009 and ending
on the 5th anniversary thereafter. The principal executive offices of the Issuer
are located at 1675 Broadway, Suite 1950, Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The undersigned hereby file this Schedule 13D Statement on behalf
of SPO Partners II, L.P., a Delaware limited partnership ("SPO"), SPO Advisory
Partners, L.P., a Delaware limited partnership ("SPO Advisory Partners"), San
Francisco Partners, L.P., a California limited partnership ("SFP"), SF Advisory
Partners, L.P., a Delaware limited partnership ("SF Advisory Partners"), SPO
Advisory Corp., a Delaware corporation ("SPO Advisory Corp."), John H. Scully
("JHS"), William E. Oberndorf ("WEO"), William J. Patterson ("WJP"), and Edward
H. McDermott ("EHM"). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO
Advisory Corp., JHS, WEO, WJP and EHM are sometimes hereinafter referred to as
the "Reporting Persons." The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"),
although neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Reporting Persons that a group exists.
(b) - (c)
SPO
SPO is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SPO, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to SPO Advisory Partners, the sole general partner of SPO, is set
forth below.
SPO ADVISORY PARTNERS
SPO Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SPO. The principal
business address of SPO Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SPO Advisory Corp., the sole general partner of SPO Advisory
Partners, is set forth below.
SFP
SFP is a California limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SFP, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to SF Advisory Partners, the sole general partner of SFP, is set
forth below.
Page 12 of 20 pages
SF ADVISORY PARTNERS
SF Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SFP. The principal
business address of SF Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SPO Advisory Corp., the sole general partner of SF Advisory Partners,
is set forth below.
SPO ADVISORY CORP.
SPO Advisory Corp. is a Delaware corporation, the principal business of
which is serving as the sole general partner of each of SPO Advisory Partners
and SF Advisory Partners. The principal business address of SPO Advisory Corp.,
which also serves as its principal office, is 591 Redwood Highway, Suite 3215,
Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the
Act, certain information with respect to JHS, WEO, WJP and EHM, the four
controlling persons of SPO Advisory Corp., is set forth below.
JHS
JHS' business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co., a Delaware corporation. The principal business
of SPO Partners & Co. is operating as an investment firm. The principal business
address of SPO Partners & Co., which serves as its principal office, is 591
Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is one of four
controlling persons of SPO Advisory Corp., the sole general partner of each of
SPO Advisory Partners and SF Advisory Partners.
WEO
WEO's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. The principal business of SPO Partners & Co. is
operating as an investment firm. The principal business address of SPO Partners
& Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215,
Mill Valley, California 94941. WEO is one of four controlling persons of SPO
Advisory Corp., the sole general partner of SPO Advisory Partners and SF
Advisory Partners.
WJP
WJP's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. The principal business of SPO Partners & Co. is
operating as an investment firm. The principal business address of SPO Partners
& Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215,
Mill Valley, California 94941. WJP is one of four controlling persons of SPO
Advisory Corp., the sole general partner of SPO Advisory Partners and SF
Advisory Partners.
EHM
EHM's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. The principal business of SPO Partners & Co. is
operating as an investment firm. The principal business address of SPO Partners
& Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215,
Mill
Page 13 of 20 pages
Valley, California 94941. EHM is one of four controlling persons of SPO Advisory
Corp., the sole general partner of SPO Advisory Partners and SF Advisory
Partners.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase Shares are as follows:
NAME SOURCE OF FUNDS AMOUNT OF FUNDS
--------------------- --------------------------- -----------------
SPO Contributions from Partners $ 100,262,621
SPO Advisory Partners Not Applicable Not Applicable
SFP Contributions from Partners $ 3,456,256
SF Advisory Partners Not Applicable Not Applicable
SPO Advisory Corp. Not Applicable Not Applicable
JHS Not Applicable and
Personal Funds (1) $ 30,458
WEO Not Applicable and
Personal Funds (1) $ 781,715
WJP Not Applicable and
Personal Funds (1) $ 2,939
EHM Not Applicable and
Personal Funds (1) $ 8,363
--------
(1) As used herein, the term "Personal Funds" includes sums borrowed from banks
and brokerage firm margin accounts, none of which were borrowed or otherwise
obtained for the specified purpose of acquiring, holding, trading or voting
shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired the Shares reported herein for
investment purposes. Consistent with such purpose, the Reporting Persons have
had, and may have in the future, discussions with management of the Issuer and
may make suggestions concerning the Issuer's operations, prospects, business and
financial strategies, assets and liabilities, business and financing
alternatives and such other matters as the Reporting Persons may deem relevant
to their investments in the Shares and other securities of the Issuer. Each
Reporting Person expects that it will, from time to time, review its investment
position in the Issuer and may, depending on market and other
Page 14 of 20 pages
conditions, increase or decrease its investment position in the Shares or other
securities of the Issuer.
Whether the Reporting Persons acquire any additional Shares or other
securities of the Issuer or dispose of any Shares or other securities of the
Issuer, and the amount and timing of any such transactions, will depend upon the
Reporting Persons' individual continuing assessments of pertinent factors,
including the availability of Shares or other securities of the Issuer for
purchase at particular price levels, the Issuer's and the particular Reporting
Person's business and prospects, other business investment opportunities
available to the particular Reporting Person, economic conditions, stock market
conditions, money market conditions, the attitudes and actions of the Board of
Directors and management of the Issuer, the availability and nature of
opportunities to dispose of the particular Reporting Person's interest in the
Issuer, to realize trading profits or minimize trading losses, and other plans
and requirements of the particular Reporting Person. Depending upon its
individual assessments of these factors from time to time, each Reporting Person
may change its present intentions as stated above, including determining to
acquire additional Shares or other securities of the Issuer (by means of open
market or privately negotiated purchases) or to dispose of some or all of the
Shares or other securities of the Issuer held by or under the control of such
Reporting Person. In addition, each Reporting Person may from time to time enter
into equity swap or other derivative transactions with respect to its investment
in the Shares or other securities of the Issuer.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Percentage interest calculations for each Reporting Person are
based upon the Issuer having 53,154,883(1) total outstanding shares of Common
Stock as of September 25, 2009, as reported on the Issuer's Form 8-K filed with
the Securities and Exchange Commission on October 1, 2009 and assumes the
conversion of 8,512,359 Warrants convertible into Common Stock for a total of
61,667,242.
SPO
The aggregate number of Shares that SPO owns beneficially, pursuant to
Rule 13d-3 of the Act, is 17,672,325 Shares, which constitutes approximately
28.7% of the outstanding Shares.
SPO Advisory Partners
Because of its position as the sole general partner of SPO, SPO
Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 17,672,325 Shares, which constitutes approximately 28.7% of
the outstanding Shares.
SFP
The aggregate number of Shares that SFP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 607,253 Shares, which constitutes approximately 1.0%
of the outstanding Shares.
___________
(1) Based upon 53,154,883 shares of Company Common Stock outstanding as of the
closing of the Transaction, after taking into consideration the conversion
of 11,592,084 shares of HACI Common Stock and the retirement of 7,503,133
shares of HACI Common Stock purchased by HACI and retired in connection
with the Transaction. Includes (i) 200,000 shares of Company Common Stock
issued or issuable to Company employees pursuant to retention bonus awards
and (ii) 3,250,000 shares of Company Common Stock that are held by HH-HACI,
L.P. and Resolute Holdings, LLC subject to forfeiture unless at any time
prior to five years from the closing of the Transaction, either (x) the
closing sale price of the Company Common Stock exceeds $15.00 per share for
20 trading days in any 30 trading day period beginning 90 days after the
closing of the Transaction, or (y) a Change in Control Event occurs in
which Company Common Stock is valued at greater than $15.00 per share.
Page 15 of 20 pages
SF Advisory Partners
Because of its position as the sole general partner of SFP, SF Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 607,253 Shares, which constitutes approximately 1.0% of the outstanding
Shares.
SPO Advisory Corp.
Because of its positions as the sole general partner of each of SPO
Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 18,279,578 Shares
in the aggregate, which constitutes approximately 29.6% of the outstanding
Shares.
JHS
Individually, and because of his position as a control person of SPO
Advisory Corp., JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 18,283,491 Shares in the aggregate, which constitutes
approximately 29.6% of the outstanding Shares.
WEO
Individually, and because of his position as a control person of SPO
Advisory Corp., WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 18,415,366 Shares in the aggregate, which constitutes
approximately 29.9% of the outstanding Shares.
WJP
Individually, and because of his position as a control person of SPO
Advisory Corp., WJP may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 18,279,936 Shares in the aggregate, which constitutes
approximately 29.6% of the outstanding Shares.
EHM
Individually, and because of his position as a control person of SPO
Advisory Corp., EHM may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 18,281,000 Shares in the aggregate, which constitutes
approximately 29.6% of the outstanding Shares.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 hereof is the
beneficial owner of any Shares.
(b) SPO
Acting through its sole general partner, SPO has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 17,672,325
Shares.
SPO Advisory Partners
Acting through its sole general partner and in its capacity as the sole
general partner of SPO, SPO Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 17,672,325
Shares.
Page 16 of 20 pages
SFP
Acting through its sole general partner, SFP has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 607,253
Shares.
SF Advisory Partners
Acting through its sole general partner and in its capacity as the sole
general partner of SFP, SF Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 607,253 Shares.
SPO Advisory Corp.
Acting through its controlling persons and in its capacities as the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
SPO Advisory Corp. has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 18,279,578 Shares in the aggregate.
JHS
As one of four controlling persons of SPO Advisory Corp., which is the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
JHS may be deemed to have shared power with WEO, WJP and EHM to vote or to
direct the vote and to dispose or to direct the disposition of 18,279,578 Shares
held by SPO and SFP in the aggregate. In addition, JHS has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 3,913
Shares held in JHS's Individual Retirement Account, which is self directed.
WEO
As one of four controlling persons of SPO Advisory Corp., which is the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
WEO may be deemed to have shared power with JHS, WJP and EHM to vote or to
direct the vote and to dispose or to direct the disposition of 18,279,578 Shares
held by SPO and SFP in the aggregate. In addition, WEO has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
135,788 Shares held in WEO's Individual Retirement Account, which is self
directed.
WJP
As one of four controlling persons of SPO Advisory Corp., which is the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
WJP may be deemed to have shared power with JHS, WEO and EHM to vote or to
direct the vote and to dispose or to direct the disposition of 18,279,578 Shares
held by SPO and SFP in the aggregate. In addition, WJP has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 358
Shares held in WJP's Individual Retirement Account, which is self directed.
EHM
As one of four controlling persons of SPO Advisory Corp., which is the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
WJP may be deemed to have shared power with JHS, WEO and WJP to vote or to
direct the vote and to dispose or to direct the disposition of 18,279,578 Shares
held by SPO and SFP in the aggregate. In addition, EHM has the sole power to
vote
Page 17 of 20 pages
or to direct the vote and to dispose or to direct the disposition of 1,422
Shares held in EHM's Individual Retirement Account, which is self directed.
(c) Since the most recent filing on Schedule 13D, the Reporting Persons
acquired shares through open market purchases as set forth on Schedule I
attached hereto.
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in Shares since the most recent
filing on Schedule 13D.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of distributions with respect to, or the proceeds from the sale of,
Shares owned by such Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement pursuant to Rule 13d-1 (k)
Exhibit B: Power of Attorney
Page 18 of 20 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 29, 2009 By: /s/ Kim M. Silva
--------------------------------
Kim M. Silva
Attorney-in-Fact for:
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
WILLIAM E. OBERNDORF (1)
WILLIAM J. PATTERSON (1)
EDWARD H. MCDERMOTT (1)
(1) A Power of Attorney
authorizing Kim M. Silva to
act on behalf of this
person or entity is filed
as Exhibit B.
Page 19 of 20 pages
SCHEDULE I TO SCHEDULE 13D
CLASS OF
SECURITY WEIGHTED
CS = COMMON AVERAGE(1)
DATE OF STOCK NUMBER OF PRICE PER WHERE/HOW TRANSACTION
REPORTING PERSON TRANSACTION TYPE W = WARRANTS SHARES SHARE $ EFFECTED
-----------------------------------------------------------------------------------------------------------------------------------
SPO Partners II, L.P. 10/05/09 Buy CS 26,800 10.32(2) Open Market/Broker
San Francisco Partners II, L.P. 10/05/09 Buy CS 900 10.32(2) Open Market/Broker
William E. Oberndorf IRA 10/05/09 Buy CS 200 10.32(2) Open Market/Broker
SPO Partners II, L.P. 10/06/09 Buy CS 63,100 10.35(3) Open Market/Broker
San Francisco Partners II, L.P. 10/06/09 Buy CS 2,300 10.35(3) Open Market/Broker
William E. Oberndorf IRA 10/06/09 Buy CS 500 10.35(3) Open Market/Broker
SPO Partners II, L.P. 10/07/09 Buy CS 71,900 10.50(4) Open Market/Broker
San Francisco Partners II, L.P. 10/07/09 Buy CS 2,500 10.50(4) Open Market/Broker
William E. Oberndorf IRA 10/07/09 Buy CS 600 10.50(4) Open Market/Broker
SPO Partners II, L.P. 10/27/09 Buy CS 531,600 10.47(5) Open Market/Broker
San Francisco Partners II, L.P. 10/27/09 Buy CS 18,700 10.47(5) Open Market/Broker
William E. Oberndorf IRA 10/27/09 Buy CS 4,400 10.47(5) Open Market/Broker
Edward H. McDermott SEP IRA 10/27/09 Buy CS 100 10.47(5) Open Market/Broker
SPO Partners II, L.P. 10/28/09 Buy CS 332,400 10.30(6) Open Market/Broker
San Francisco Partners II, L.P. 10/28/09 Buy CS 11,700 10.30(6) Open Market/Broker
William E. Oberndorf IRA 10/28/09 Buy CS 2,700 10.30(6) Open Market/Broker
---------------
(1) The prices listed below represent the weighted average prices at which the
amount of shares listed in each row were purchased (full detailed
information regarding the shares purchased and the corresponding prices
will be provided upon request).
(2) The range of prices for these purchases was $10.28 - $10.35.
(3) The range of prices for these purchases was $10.30 - $10.36.
(4) The range of prices for these purchases was $10.49 - $10.50.
(5) The range of prices for these purchases was $10.265 - $10.50.
(6) The range of prices for these purchases was $10.30 - $10.40.
Page 20 of 20 pages
EXHIBIT INDEX
EXHIBIT DOCUMENT DESCRIPTION
------- -----------------------------------------------
A Agreement Pursuant to Rule 13d-1 (k)
B Power of Attorney