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)
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
March 12, 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 5 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 5 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 5 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. 2 to Schedule 13D (this “Amendment No. 2”) 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 Amendment No. 1 to Schedule 13D filed on February 9, 2018 (“Amendment No. 1”) and this Amendment No. 2, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
| Item 4. | Purpose of the Transaction |
Item 4 of this Schedule 13D is hereby amended to include the following:
On March 12, 2018, the Reporting Persons filed a preliminary proxy statement and accompanying proxy card (the “Preliminary Proxy Statement”) with the SEC to vote on certain matters, including the election of three highly qualified Nominees at the Issuer’s Annual Meeting and the repeal of any amendment to the Bylaws of the Issuer adopted without stockholder approval after February 8, 2018 (the date the Issuer received the Nomination Notice), and up to and including the date of the Annual Meeting. A copy of the Preliminary Proxy Statement is available on the SEC website (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers and others that file electronically with the SEC may be obtained free of charge.
On March 12, 2018, the Reporting Persons issued a press release announcing the filing of the Preliminary Proxy Statement and related matters, a copy of which is filed as Exhibit 99.5 hereto, and which is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibit |
Item 7 of this Schedule 13D is hereby amended to add the following exhibit:
| 99.5 | Press Release, dated as of March 12, 2018 |
[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: March 12, 2018 | MONARCH ALTERNATIVE CAPITAL LP | |||||
| By: MDRA GP LP, its General Partner | ||||||
| By: Monarch GP LLC, its General Partner | ||||||
| By: | /s/ Michael Weinstock | |||||
| Name: | Michael Weinstock | |||||
| Title: | Member | |||||
| Dated: March 12, 2018 | MDRA GP LP | |||||
| By: Monarch GP LLC, its General Partner | ||||||
| By: | /s/ Michael Weinstock | |||||
| Name: | Michael Weinstock | |||||
| Title: | Member | |||||
| Dated: March 12, 2018 | MONARCH GP LLC | |||||
| By: | /s/ Michael Weinstock | |||||
| Name: | Michael Weinstock | |||||
| Title: | Member | |||||