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
(Title of Class of Securities)
76116A306
(CUSIP Number of Class of Securities)
Michael Kelly, Esq.
Monarch Alternative Capital LP
535 Madison Avenue
New York, NY 10022
Telephone: (212) 554-1700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Mark Cognetti, Esq.
Michael Brandt, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
February 8, 2018
(Date of Event which Requires Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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: ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-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, as amended (the “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).
SCHEDULE 13D
|
CUSIP No. 76116A306
|
Page 2 of 6 Pages
|
| 1 | NAME OF REPORTING PERSON
Monarch Alternative Capital LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
N/A | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,193,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,193,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,193,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75% | |||||
| 14 | TYPE OF REPORTING PERSON
PN, IA | |||||
SCHEDULE 13D
|
CUSIP No. 76116A306
|
Page 3 of 6 Pages
|
| 1 | NAME OF REPORTING PERSON
MDRA GP LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
N/A | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,193,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,193,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,193,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75% | |||||
| 14 | TYPE OF REPORTING PERSON
PN, HC | |||||
SCHEDULE 13D
|
CUSIP No. 76116A306
|
Page 4 of 6 Pages
|
| 1 | NAME OF REPORTING PERSON
Monarch GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
N/A | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,193,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,193,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,193,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75% | |||||
| 14 | TYPE OF REPORTING PERSON
OO, HC | |||||
Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the common stock par value $0.0001 per share (“Common Stock”), of Resolute Energy Corporation (the “Issuer”), to amend the Schedule 13D filed on January 26, 2018 (the “Original 13D” and, as amended by this Amendment No. 1, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original 13D.
| Item 4. | Purpose of Transaction |
Item 4 of this Schedule 13D is hereby amended to include the following:
Following discussions with the Issuer after its receipt of the January Letter, the Reporting Persons continue to believe that changes to the Board are necessary to maximize stockholder value. As a result, on February 8, 2018, an affiliate of the Reporting Persons delivered a nomination notice (the “Nomination Notice”) to the Issuer which is attached as Exhibit 99.3 to this Schedule 13D, nominating three highly qualified individuals, Patrick Bartels, Joseph Citarrella and Samuel Langford (collectively, the “Nominees”), for election to the Board at the Issuer’s 2018 annual meeting of stockholders (the “Annual Meeting”).
The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets that will make them valuable additions to the Board.
The Reporting Persons have engaged, and may continue to engage, in discussions with the Issuer regarding Board representation and the composition of the Issuer’s Board, generally.
The Nomination Notice also includes a notice to the Issuer that the Reporting Persons intend to submit, for a stockholder vote at the Annual Meeting, a resolution that would repeal any provision of the Bylaws of the Issuer in effect at the time of the Annual Meeting that was not included in the Bylaws of the Issuer in effect as of February 8, 2018 and as publicly filed with the Securities and Exchange Commission (the “SEC”) prior to February 8, 2018.
| Item 5. | Interests in Securities of the Issuer |
Item 5(a)-(c) of this Schedule 13D is hereby amended and restated to read as follows:
(a) Each of MAC, MDRA GP and Monarch GP indirectly beneficially own 2,193,400 shares of Common Stock. Such shares represent 9.75% of the 22,503,907 common shares outstanding as of October 31, 2017, according to the Form 10-Q filed by the Issuer with the SEC on November 6, 2017. None of the individual Funds beneficially own a number of shares of Common Stock representing more than 5% of the outstanding shares of Common Stock.
(b) MAC, MDRA GP and Monarch GP share voting and dispositive power over 2,193,400 shares of Common Stock with each applicable Fund directly holding such shares, except for 100 of such shares, which the Funds hold indirectly through
affiliated entities.
(c) Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons since the date of the Original 13D. All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of this Schedule 13D is hereby amended to include the following:
On February 6, 2018, Monarch Energy Holdings LLC, an affiliate of the Reporting Persons (“MEH”), entered into a Nomination Agreement with Samuel Langford (the “Nomination Agreement”). Pursuant to such agreement, MEH has agreed to indemnify Mr. Langford for certain potential claims in connection with his standing as a candidate for election to the Board. MEH has also agreed to reimburse Mr. Langford for reasonable and documented out-of-pocket travel and related expenses, subject to a certain cap, incurred by Mr. Langford in connection with his service as a Nominee. The foregoing description of the Nomination Agreement is not complete and is qualified in its entirety by reference to the Nomination Agreement attached as Exhibit 99.4 to this Schedule 13D, which is incorporated herein by reference.
Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of this Schedule 13D is hereby amended to add the following exhibits:
| 99.3 | Nomination Notice, dated as of February 8, 2018 |
| 99.4 | Nomination Agreement, dated as of February 6, 2018, between MEH and Samuel Langford |
[Signatures on following page]
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated: February 9, 2018 | MONARCH ALTERNATIVE CAPITAL LP | |||||
| By: MDRA GP LP, its General Partner | ||||||
| By: Monarch GP LLC, its General Partner | ||||||
| By: | /s/ Christopher Santana | |||||
| Name: | Christopher Santana | |||||
| Title: | Member | |||||
| Dated: February 9, 2018 | MDRA GP LP | |||||
| By: Monarch GP LLC, its General Partner | ||||||
| By: | /s/ Christopher Santana | |||||
| Name: | Christopher Santana | |||||
| Title: | Member | |||||
| Dated: February 9, 2018 | MONARCH GP LLC | |||||
| By: | /s/ Christopher Santana | |||||
| Name: | Christopher Santana | |||||
| Title: | Member | |||||
SCHEDULE I
| Reporting Person |
Trade Date | Shares Purchased (Sold) | Price | |||||||
| Monarch Alternative Capital LP |
2/7/2018 | 120,000 | $ | 34.20 | ||||||