Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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) 740-7300
(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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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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1,567 |
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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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1,567 |
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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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1,567 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.0% |
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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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0 |
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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 |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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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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0 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.0% |
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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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10,225,782 |
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SHARED VOTING POWER |
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| OWNED BY |
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5,697,683 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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10,225,782 |
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| WITH |
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SHARED DISPOSITIVE POWER |
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5,697,683 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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15,923,465 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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23.9% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Page 4 of 10
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 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 modifies 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 10-Q filed on November 15, 2010, there are 54,861,239 shares of
Common Stock issued and outstanding as of November 12, 2010.
(a) (i) As of the date hereof, HH LP beneficially owns 0 shares of Common Stock, which
represents 0.0% of the Issuer’s outstanding shares of Common Stock.
(ii) As of the date hereof, HH LLC, the general partner of HH LP, beneficially owns 1,567
shares of Common Stock, which represents 0.0% of the Issuer’s outstanding shares of Common Stock.
These 1,567 shares of Common Stock include 1,567 shares of Common Stock held by HH LLC, and 0
shares of Common Stock held by HH LP or other partnerships for which HH LLC serves as general
partner. These 1,567 shares of Common Stock include 186 Earnout Shares and 921 shares of Common
Stock that would be issuable upon the exercise of Founder’s Warrants. Each Founder’s Warrant
entitles the holder to purchase one share of Common Stock at a price of $13.00/share, subject to
adjustment, at any time until September 25, 2014. 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 are further described in Item 6.
(iii) As of the date hereof, the Principal, the sole member of HH LLC, which is the general
partner of HH LP, beneficially owns 15,923,465 shares of Common Stock, which represents 23.9% of
the Issuer’s outstanding shares of Common Stock (including 7,212,802 Founder’s Warrants and
4,666,667 Sponsor’s Warrants outstanding and beneficially owned by the Principal).
Page 5 of 10
These 15,923,465 shares of Common Stock include 10,225,782 shares of Common Stock held by the
Principal, 1,567 shares of Common Stock held by HH LLC, 0 shares of Common Stock held by HH LP and
other partnerships for which HH LLC serves as general partner, and 5,696,116 shares of Common Stock
held by the Principal’s charitable foundation and estate
planning entities for the Principal’s family. These 15,923,465 shares of Common Stock include
Earnout Shares, Common Stock that would be issuable upon the exercise of Sponsor’s Warrants, which
are exercisable if certain conditions (described in Item 6) are satisfied, and Common Stock that
would be issuable upon the exercise of Founder’s Warrants, which are exercisable if certain
conditions (described in Item 6) are satisfied.
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 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 no sole or shared power to vote and dispose of any Common Stock since it
holds 0 shares of Common Stock.
(ii) HH LLC has no shared power to vote and dispose of any Common Stock since HH LP and other
partnerships for which HH LLC serves as general partner hold 0 shares of Common Stock.
(iii) HH LLC has the sole power to vote and dispose of the aggregate of 1,567 shares of Common
Stock held by HH LLC. These 1,567 shares of Common Stock include Earnout Shares and Common Stock
that would be issuable upon the exercise of Founder’s Warrants, which are exercisable if certain
conditions (described in Item 6) are satisfied.
(iv) The Principal has the shared power to vote and dispose of the aggregate of 5,697,683
shares of Common Stock, which include 1,567 shares of Common Stock held by HH LLC, 0 shares of
Common Stock held by HH LP and other partnerships for which HH LLC serves as general partner, and
5,696,116 shares of Common Stock held by the Principal’s charitable foundation and estate planning
entities for the Principal’s family. These 5,697,683 shares of Common Stock include Earnout Shares
and Common Stock that would be issuable upon the exercise of Founder’s Warrants, which are
exercisable if certain conditions (described in Item 6) are satisfied.
(v) The Principal has the sole power to vote and dispose of the aggregate of 10,225,782 shares
of Common Stock held by the Principal. These 10,225,782 shares of Common Stock include Earnout
Shares, Common Stock that would be issuable upon the exercise of Sponsor’s Warrants, which are
exercisable if certain conditions (described in Item 6) are satisfied, and Common Stock that would
be issuable upon the exercise of Founder’s Warrants, which are exercisable if certain conditions
(described in Item 6) are satisfied.
(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, and the Principal’s charitable foundation and estate planning entities for the
Principal’s family. Annex A is hereby incorporated by reference.
Page 6 of 10
(d) Not applicable.
(e) HH LP and HH LLC ceased to be the beneficial owners of more than five percent of Common
Stock on January 13, 2011.
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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 0 Founder’s
Warrants. HH LLC holds 921 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 at a price of $13.00/share, subject to adjustment, at any time until September 25,
2014. 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) 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 (b) may be exercised at the
option of the holder on a cashless basis.
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. 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.
Page 7 of 10
Sponsor’s Warrants (a) will not be redeemable by the Issuer so long as they are held by HH LP,
Seller, or their permitted transferees; and (b) 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 (580,000 shares of which have been sold), and the Principal’s charitable foundation
and estate planning entities for the Principal’s family registered 1,803,200 shares of Common Stock
(444,563 shares of which have been sold).
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: January 20, 2011
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HH-HACI, L.P.
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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Price Per Share |
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(in-kind |
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Type of |
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Number of |
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distribution |
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Shares |
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Shares |
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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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01/13/2011 |
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Common Stock |
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145,820 |
1 |
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$ |
0 |
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01/13/2011 |
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Earnout Shares |
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59,119 |
2 |
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$ |
0 |
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Price Per Warrant |
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(in-kind |
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Type of |
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Number of |
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distribution |
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Warrants |
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Warrants |
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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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01/13/2011 |
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Founder’s Warrants |
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291,637 |
3 |
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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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Price Per Share |
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(in-kind |
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Type of |
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Number of |
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distribution |
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Shares |
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Shares |
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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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01/13/2011 |
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Common Stock |
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16,868 |
4 |
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$ |
0 |
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01/13/2011 |
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Earnout Shares |
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6,838 |
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$ |
0 |
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Price Per Warrant |
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(in-kind |
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Type of |
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Number of |
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distribution |
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Warrants |
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Warrants |
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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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01/13/2011 |
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Founder’s Warrants |
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33,736 |
5 |
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$ |
0 |
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Thomas O. Hicks’ Charitable Foundation and Estate Planning Entities for His Family
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Type of |
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Number of |
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Shares |
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Shares |
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| Date |
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Sold |
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Sold |
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Price Per Share |
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12/30/2010 |
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Common Stock |
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56,875 |
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$ |
14.79 |
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| 1 |
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Including 153 shares of Common Stock
distributed directly to HH LLC. |
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| 2 |
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Including 62 Earnout Shares distributed
directly to HH LLC. |
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| 3 |
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Including 307 Founder’s Warrants distributed
directly to HH LLC. |
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| 4 |
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Including 1 share of Common Stock distributed
directly to HH LLC. |
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| 5 |
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Including 1 Founder’s Warrant distributed
directly to HH LLC. |
Page 10 of 10