Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Resolute Energy Corporation
(Name of Issuer)
Shares of Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
Thomas O. Hicks
100 Crescent Court, Suite 1200
Dallas, Texas 75201
(214) 615-2300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
James A. Deeken
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-4788
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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).
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| 1 |
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NAMES OF REPORTING PERSONS
HH-HACI GP, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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SC, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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430 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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228,645 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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430 |
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| WITH |
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SHARED DISPOSITIVE POWER |
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228,645 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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229,075 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.4% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
Page 2 of 10
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NAMES OF REPORTING PERSONS
HH-HACI, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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SC, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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204,939 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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204,939 |
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| WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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204,939 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.4% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
Page 3 of 10
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NAMES OF REPORTING PERSONS
Thomas O. Hicks |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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SC, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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SOLE VOTING POWER |
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| NUMBER OF |
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7,200,301 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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2,763,354 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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7,200,301 |
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SHARED DISPOSITIVE POWER |
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2,763,354 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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9,963,655 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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16.8% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Page 4 of 10
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (this “Amendment”) is being filed with the Securities and
Exchange Commission (the “Commission”) on behalf of HH-HACI, L.P. (“HH LP”), HH-HACI GP, LLC, the
general partner of HH LP (“HH LLC”), and Mr. Thomas O. Hicks, the sole member of HH LLC (the
“Principal,” together with HH LP and HH LLC, the “Reporting Persons”) relating to (a) shares of
common stock, par value $0.0001 per share (“Common Stock”) of Resolute Energy Corporation, a
Delaware corporation (the “Issuer”); (b) shares of Common Stock of the Issuer subject to
forfeiture under certain conditions (“Earnout Shares”); (c) Founder’s Warrants of the Issuer
(“Founder’s Warrants”), each of which is exercisable for one share of Common Stock; and (d)
Sponsor’s Warrants of the Issuer (“Sponsor’s Warrants”), each of which is exercisable for one share
of Common Stock. This Amendment modified the original Schedule 13D filed on October 5, 2009 (the
“Original 13D”).
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| Item 5. |
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Interest in Securities of the Issuer |
Item 5 of the Original 13D is hereby amended and restated as below:
According to the Issuer’s Form S-1 filed on June 30, 2010, there are 54,815,825 shares of
Common Stock issued and outstanding as of June 29, 2010.
(a) (i) As of the date hereof, HH LP beneficially owns 204,939 shares of Common Stock held by
HH LP, which represents 0.4% of the Issuer’s outstanding shares of Common Stock. These 204,939
shares of Common Stock include Earnout Shares, but exclude Common Stock that would be issuable upon
the exercise of Founder’s Warrants, which are not exercisable until, among other conditions, the
last sale price of Common Stock exceeds $13.75 for any 20 days within any 30 day trading period
beginning 90 days after the closing of the Acquisition.
(ii) As of the date hereof, HH LLC, the general partner of HH LP, beneficially owns 229,075
shares of Common Stock, which represents 0.4% of the Issuer’s outstanding shares of Common Stock.
These 229,075 shares of Common Stock include 430 shares of Common Stock held by HH LLC, and 228,645
shares of Common Stock held by HH LP and other partnerships for which HH LLC serves as general
partner. These 229,075 shares of Common Stock include Earnout Shares, but exclude Common Stock that
would be issuable upon the exercise of Founder’s Warrants, which are not exercisable until, among
other conditions, the last sale price of Common Stock exceeds $13.75 for any 20 days within any 30
day trading period beginning 90 days after the closing of the Acquisition.
(iii) As of the date hereof, the Principal, the sole member of HH LLC, which is the general
partner of HH LP, beneficially owns 9,963,655 shares of Common Stock, which represents 16.8% of the
Issuer’s outstanding shares of Common Stock (including 4,666,667 Sponsor’s Warrants outstanding and
beneficially owned by the Principal).
Page 5 of 10
These 9,963,655 shares of Common Stock include 7,200,301 shares of Common Stock held by the
Principal, 430 shares of Common Stock held by HH LLC, 228,645 shares of Common Stock held by HH LP
and other partnerships for which HH LLC serves as general
partner, and 2,534,279 shares of Common Stock held by the Principal’s charitable foundation
and estate planning entities for the Principal’s family. These 9,963,655 shares of Common Stock
include Earnout Shares and Common Stock that would be issuable upon the exercise of Sponsor’s
Warrants, which are exercisable after the closing of the Acquisition if certain conditions
(described in Item 6) are satisfied, but exclude Common Stock that would be issuable upon the
exercise of Founder’s Warrants, which are not exercisable until, among other conditions, the last
sale price of Common Stock exceeds $13.75 for any 20 days within any 30 day trading period
beginning 90 days after the closing of the Acquisition.
The filing of this statement on this Amendment shall not be construed as an admission, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, that (i)
either the Principal or HH LLC is the beneficial owner of any of the shares of Common Stock owned
by HH LP, or (ii) the Principal is the beneficial owner of any of the shares of Common Stock owned
by HH LLC, the Principal’s charitable foundation, or estate planning entities for the Principal’s
family. Each of the Principal and HH LLC disclaim beneficial ownership of any shares of Common
Stock in which they do not have a pecuniary interest.
(b) (i) HH LP has the sole power to vote and dispose of the aggregate of 204,939 shares of
Common Stock it holds. These 204,939 shares of Common Stock include Earnout Shares, but exclude
Common Stock that would be issuable upon the exercise of Founder’s Warrants, which are not
exercisable until, among other conditions, the last sale price of Common Stock exceeds $13.75 for
any 20 days within any 30 day trading period beginning 90 days after the closing of the
Acquisition.
(ii) HH LLC has the shared power to vote and dispose of the aggregate of 228,645 shares of
Common Stock held by HH LP and other partnerships for which HH LLC serves as general partner. These
228,645 shares of Common Stock include Earnout Shares, but exclude Common Stock that would be
issuable upon the exercise of Founder’s Warrants, which are not exercisable until, among other
conditions, the last sale price of Common Stock exceeds $13.75 for any 20 days within any 30 day
trading period beginning 90 days after the closing of the Acquisition.
(iii) HH LLC has the sole power to vote and dispose of the aggregate of 430 shares of Common
Stock held by HH LLC. These 430 shares of Common Stock include Earnout Shares, but exclude Common
Stock that would be issuable upon the exercise of Founder’s Warrants, which are not exercisable
until, among other conditions, the last sale price of Common Stock exceeds $13.75 for any 20 days
within any 30 day trading period beginning 90 days after the closing of the Acquisition.
(iv) The Principal has the shared power to vote and dispose of the aggregate of 2,763,354
shares of Common Stock, which include 430 shares of Common Stock held by HH LLC, 228,645 shares of
Common Stock held by HH LP and other partnerships for which HH LLC serves as general partner, and
2,534,279 shares of Common Stock held by the Principal’s charitable foundation and estate planning
entities for the Principal’s family. These 2,763,354 shares of Common Stock include Earnout Shares,
but exclude Common Stock that would be issuable upon the exercise of Founder’s Warrants, which are
not exercisable until, among other
conditions, the last sale price of Common Stock exceeds $13.75 for any 20 days within any 30 day
trading period beginning 90 days after the closing of the Acquisition.
Page 6 of 10
(v) The Principal has the sole power to vote and dispose of the aggregate of 7,200,301 shares
of Common Stock held by the Principal. These 7,200,301 shares of Common Stock include Earnout
Shares and Common Stock that would be issuable upon the exercise of Sponsor’s Warrants, which are
exercisable after the closing of the Acquisition if certain conditions (described in Item 6) are
satisfied, but exclude Common Stock that would be issuable upon the exercise of Founder’s Warrants,
which are not exercisable until, among other conditions, the last sale price of Common Stock
exceeds $13.75 for any 20 days within any 30 day trading period beginning 90 days after the closing
of the Acquisition.
(c) The table attached hereto as Annex A lists all transactions in the Common Stock during the
past sixty (60) days by HH LP and the Principal, and, through the above relationships, HH LLC and
certain partnerships formed for employees of affiliates of HH LLC for which HH LLC serves as the
general partner. Annex A is hereby incorporated by reference.
(d) Not applicable.
(e) Not applicable.
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| Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Original 13D is hereby amended and restated as below:
Founder’s Warrants
HH LP and other partnerships for which HH LLC serves as general partner hold 325,373 Founder’s
Warrants. HH LLC holds 613 Founder’s Warrants. The Principal holds 3,605,481 Founder’s Warrants.
The Principal’s charitable foundation and estate planning entities for the Principal’s family hold
3,606,400 Founder’s Warrants. Each Founder’s Warrant entitles the holder to purchase one share of
Common Stock of the Issuer at a price of $13.00 per share, subject to adjustment, commencing any
time after the last sale price of Common Stock exceeds $13.75 for any 20 days within any 30 day
trading period beginning 90 days after the closing of the Acquisition and shall end on the date
that is 5 years from the closing of the Acquisition. However, Founder’s Warrants will be
exercisable only if a registration statement relating to the Common Stock issuable upon exercise of
the warrants is effective and current.
Founder’s Warrants (a) other than Founder’s Warrants held by Seller, may not be sold or
transferred except to permitted transferees until 180 days after the closing of the Acquisition;
(b) will not be redeemable by the Issuer so long as they are held by HH LP, certain other parties,
Seller, or their permitted transferees; and (c) may be exercised at the option of the holder on a
cashless basis.
Page 7 of 10
Subject to the limitations above, the Issuer may call Founder’s Warrants for redemption, in
whole and not in part, at a price of $0.01 per Founder’s Warrant, upon not less than 30 days’ prior
written notice of redemption to each Founder’s Warrant holder, at any time after such Founder’s
Warrants have become exercisable, if, and only if, (a) the last sale price has equaled or exceeded
$18.00 per share for any 20 trading days within a 30-trading-day period ending on the third
business day prior to the notice of redemption to Founder’s Warrant holders and (b) at all times
between the date of such notice of redemption and the redemption date a registration statement is
in effect covering the Common Stock issuable upon exercise of the Founder’s Warrants and a current
prospectus relating to those Common Stock is available.
Sponsor’s Warrants
The Principal holds 4,666,667 Sponsor’s Warrants. Each Sponsor’s Warrant entitles the holder
to purchase one share of Common Stock of the Issuer at a price of $13.00 per share, subject to
adjustment, commencing any time after the closing of the Acquisition and shall end on the date that
is five years from the closing of the Acquisition. However, Sponsor’s Warrants will be exercisable
only if a registration statement relating to the Common Stock issuable upon exercise of the
warrants is effective and current.
Sponsor’s Warrants (a) other than Sponsor’s Warrants held by Seller, may not be sold or
transferred except to permitted transferees until 180 days after the closing of the Acquisition;
(b) will not be redeemable by the Issuer so long as they are held by HH LP, Seller, or their
permitted transferees; and (c) may be exercised at the option of the holder on a cashless basis.
Subject to the limitations above, the Issuer may call Sponsor’s Warrants for redemption, in
whole and not in part, at a price of $0.01 per Sponsor’s Warrant, upon not less than 30 days’ prior
written notice of redemption to each Sponsor’s Warrant holder, at any time after such Sponsor’s
Warrants have become exercisable, if, and only if, (a) the last sale price has equaled or exceeded
$18.00 per share for any 20 trading days within a 30-trading-day period ending on the third
business day prior to the notice of redemption to Sponsor’s Warrant holders and (b) at all times
between the date of such notice of redemption and the redemption date a registration statement is
in effect covering the Common Stock issuable upon exercise of the Sponsor’s Warrants and a current
prospectus relating to those Common Stock is available.
Registration Rights Agreement
The Issuer entered into a registration rights agreement (“Registration Rights Agreement”)
pursuant to which it may be required to register shares of Common Stock (including Earnout Shares),
Founder’s Warrants (and the Common Stock to be purchased pursuant to such Founder’s Warrants),
Sponsor’s Warrants (and the Common Stock to be purchased pursuant to such Sponsor’s Warrants) held
by the Reporting Persons through demand registration, piggy-back registration, or registration on
shelf registration statement, subject to certain conditions in such Registration Rights Agreement.
The Issuer filed a registration statement (Form S-1) with the Commission on June 30, 2010, pursuant
to which HH LLC registered 306 shares of Common Stock, the Principal registered 1,802,740 shares of
Common Stock, and the Principal’s charitable foundation and estate planning entities for the
Principal’s family registered 1,803,200 shares of Common Stock.
Page 8 of 10
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.
Date: July 7, 2010
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HH-HACI, L.P. |
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By: |
HH-HACI GP, LLC, its general partner |
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By: |
/s/ Thomas O. Hicks
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Thomas O. Hicks |
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sole member |
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HH-HACI GP, LLC
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By: |
/s/ Thomas O. Hicks
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Thomas O. Hicks |
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sole member |
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/s/ Thomas O. Hicks |
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Thomas O. Hicks |
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Page 9 of 10
Annex A
HH-HACI, L.P.
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Type of |
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Number of |
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Price Per Share (in-kind |
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Shares |
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Shares |
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distribution without |
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| Date |
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Distributed |
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Distributed |
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consideration) |
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6/29/2010 |
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Common Stock |
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82,067 |
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$ |
0 |
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6/29/2010 |
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Earnout Shares |
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33,273 |
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$ |
0 |
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Type of |
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Number of |
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Price Per Warrant (in-kind |
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Warrants |
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Warrants |
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distribution without |
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| Date |
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Distributed |
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Distributed |
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consideration) |
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6/29/2010 |
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Founder’s Warrants |
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164,135 |
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$ |
0 |
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Certain Other Partnerships Formed For Employees of Affiliates of HH LLC
for which HH LLC Serves as the General Partner
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Type of |
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Number of |
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Price Per Share (in-kind |
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Shares |
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Shares |
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distribution without |
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| Date |
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Distributed |
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Distributed |
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consideration) |
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6/29/2010 |
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Common Stock |
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16,900 |
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$ |
0 |
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6/29/2010 |
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Earnout Shares |
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6,853 |
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$ |
0 |
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Type of |
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Number of |
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Price Per Warrant (in-kind |
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Warrants |
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Warrants |
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distribution without |
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| Date |
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Distributed |
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Distributed |
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consideration) |
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6/29/2010 |
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Founder’s Warrants |
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33,803 |
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$ |
0 |
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Page 10 of 10