eh1300754_13d-resolute.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.   )

RESOLUTE ENERGY CORPORATION
(Name of Issuer)
 
Common Stock, par value $0.0001
(Title of Class of Securities)
 
76116A108
(CUSIP Number)
 
Barbara Parker
Sageview Capital LP
55 Railroad Avenue
Greenwich, Connecticut 06830
Tel. No.: 203-625-4230
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
with a copy to
 
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
 
May 9, 2013
(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 which 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
 
 SCHEDULE 13D
Page 2 of 18
 
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital Master, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
4,818,611
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
4,818,611
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,818,611
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 3 of 18
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital Partners (A), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
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
 
4,818,611
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,818,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,818,611
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 4 of 18
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital Partners (B), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
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
 
4,818,611
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,818,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,818,611
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 5 of 18
 
 
 
1
NAME OF REPORTING PERSON
 
Sageview Partners (C) (Master), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,818,611
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,818,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,818,611
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 6 of 18
 
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital GenPar, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
4,818,611
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
4,818,611
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,818,611
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 7 of 18
 
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital MGP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
4,818,611
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
4,818,611
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,818,611
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 8 of 18
 
 
 
1
NAME OF REPORTING PERSON
 
Edward A. Gilhuly
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,818,611
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,818,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,818,611
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 9 of 18
 
 
 
1
NAME OF REPORTING PERSON
 
Scott M. Stuart
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,818,611
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,818,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,818,611
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 10 of 18
 
 
 
Item 1.  Security and Issuer.
 
This Statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Resolute Energy Corporation, a Delaware corporation (the “Company”), whose principal executive office is located at 1675 Broadway, Suite 1950 Denver, Colorado, 80202.
 
Item 2.  Identity and Background.
 
(a) This Statement on Schedule 13D is being filed on behalf of each of the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”): (i) Sageview Capital Master, L.P. (“Sageview Master”); (ii) Sageview Capital Partners (A), L.P. (“Sageview (A)”); (iii) Sageview Capital Partners (B), L.P. (“Sageview (B)”); (iv) Sageview Partners (C) (Master), L.P. (“Sageview (C)”); (v) Sageview Capital GenPar, L.P. (“Sageview GenPar”); (vi) Sageview Capital MGP, LLC (“Sageview MGP”); (vii) Edward A. Gilhuly; and (viii) Scott M. Stuart.
 
(b), (c) and (f).

(i)         Sageview Master is a Cayman Islands exempted limited partnership formed in order to engage in the acquiring, holding and disposing of investments in various companies. The principal business office of Sageview Master is 55 Railroad Avenue, Greenwich, Connecticut 06830.
 
(ii)        Sageview (A), Sageview (B) and Sageview (C) (collectively, the “Shareholders”) are collectively the holders of 100% of the interest in Sageview Master. Sageview (A) and Sageview (B) are Delaware limited partnerships and Sageview (C) is a Cayman Islands exempted limited partnership. The principal business office of each of the Shareholders is 55 Railroad Avenue, Greenwich, Connecticut 06830.
 
(iii)       Sageview GenPar is a Delaware limited partnership formed to be the sole owner of Sageview Capital GenPar, Ltd., which was formed to act as the general partner of each of the Shareholders and Sageview Master. The principal business office of Sageview GenPar is 55 Railroad Avenue, Greenwich, Connecticut 06830. Sageview MGP is the general partner of Sageview GenPar (See Item (iv) of this Section).
 
(iv)      Sageview MGP is a Delaware limited liability company formed to act as the general partner of Sageview GenPar. The principal business office of Sageview MGP is 55 Railroad Avenue, Greenwich, Connecticut 06830. The managing members and controlling persons of Sageview MGP are Edward A. Gilhuly and Scott M. Stuart (See Items (v) and (vi) of this Section).
 
(v)       Mr. Gilhuly is a managing member and controlling person of Sageview MGP. Mr. Gilhuly is a United States citizen whose business address is c/o Sageview Capital LP, 245 Lytton Ave, Suite 250, Palo Alto, California 94301. Mr. Gilhuly’s principal occupation is to act as Co-President of Sageview Management, LLC.
 
(vi)      Mr. Stuart is a managing member and controlling person of Sageview MGP. Mr. Stuart is a United States citizen whose business address is 55 Railroad Avenue, Greenwich, Connecticut, 06830. Mr. Stuart’s principal occupation is to act as Co-President of Sageview Management, LLC.
 
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 11 of 18
 
 
 
(d) and (e). During the past five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person otherwise identified in response to Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person 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.
 
Item 3.  Source or Amount of Funds or Other Consideration.
 
The funds used in connection with the purchase of the shares of Common Stock were approximately $39,648,314 (including applicable commissions). These funds were provided by general funds available to Sageview Master.
 
Item 4.  Purpose of Transaction.
 
The Reporting Persons have acquired the Common Stock 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 Company and may make suggestions concerning the Company’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 Common Stock and other securities of the Company. Each Reporting Person expects that it will, from time to time, review its investment position in the Company and may, depending on market and other conditions, increase or decrease its investment position in the Common Stock or other securities of the Company.
 
Whether the Reporting Persons purchase any additional shares of Common Stock or other securities of the Company or dispose of any shares of Common Stock or other securities of the Company, 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 the Common Stock or other securities of the Company for purchase at particular price levels, the Company’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 Company, the availability and nature of opportunities to dispose of the particular Reporting Person’s interest in the Company, 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 of Common Stock or other securities of the Company (by means of open market or privately negotiated purchases) or to dispose of some or all of the shares of Common Stock or other securities of the Company 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 Common Stock or other securities of the Company.
 
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.
 
 
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 12 of 18
 
 
 
Item 5.  Interest in Securities of the Issuer.
 
All ownership percentages set forth herein assume that there are 76,881,145 shares of Common Stock outstanding as of May 8, 2013, as reported in the Company’s Prospectus Supplement filed on May 9, 2013.
 
(a) and (b).

(i)        Sageview Master beneficially owns 4,818,611 shares of Common Stock (approximately 6.3% of the total number of outstanding shares of Common Stock). Sageview Master has sole voting power and sole dispositive power over the 4,818,611 shares of Common Stock.
 
(ii)       Sageview (A) beneficially owns 4,818,611 shares of Common Stock (approximately 6.3% of the total number of outstanding shares of Common Stock). Sageview (A) has shared voting power and shared dispositive power over the 4,818,611 shares of Common Stock.
 
(iii)      Sageview (B) beneficially owns 4,818,611 shares of Common Stock (approximately 6.3% of the total number of outstanding shares of Common Stock). Sageview (B) has shared voting power and shared dispositive power over the 4,818,611 shares of Common Stock.
 
(iv)      Sageview (C) beneficially owns 4,818,611 shares of Common Stock (approximately 6.3% of the total number of outstanding shares of Common Stock). Sageview (C) has shared voting power and shared dispositive power over the 4,818,611 shares of Common Stock.
 
(v)        Sageview GenPar may be deemed to beneficially own 4,818,611 shares of Common Stock (approximately 6.3% of the total number of outstanding shares of Common Stock) by virtue of being the sole shareholder of the general partner of each of the Shareholders.  Sageview GenPar has sole voting power and sole dispositive power over the 4,818,611 shares of Common Stock.
 
(vi)      Sageview MGP may be deemed to beneficially own 4,818,611 shares of Common Stock (approximately 6.3% of the total number of outstanding shares of Common Stock) by virtue of being the general partner of Sageview GenPar.  Sageview MGP has sole voting power and sole dispositive power over the 4,818,611 shares of Common Stock.
 
(vii)      As a managing member of Sageview MGP, each of Messrs. Stuart and Gilhuly may be deemed to beneficially own any shares of Common Stock that Sageview MGP may beneficially own or be deemed to beneficially own. Each such individual disclaims beneficial ownership of such shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. 
 
(c)        The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares in the past 60 days by the Reporting Persons are set forth in Exhibit 1 hereto.
 
(d)        Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Persons.
 
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 13 of 18
 
 
 
(e)        Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Not applicable.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 1:
Transactions in the Shares
Exhibit 2:
Joint Filing Agreement



 
 
 
 
 
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 14 of 18
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  May 20, 2013
 
   
SAGEVIEW CAPITAL MASTER, L.P.
 
   
By:
Sageview Capital GenPar, Ltd.
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
 
   
SAGEVIEW CAPITAL PARTNERS (A), L.P.
 
   
By:
Sageview Capital GenPar, Ltd.
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
 
   
SAGEVIEW CAPITAL PARTNERS (B), L.P.
 
   
By:
Sageview Capital GenPar, Ltd.
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
 
   
SAGEVIEW CAPITAL PARTNERS (C) (MASTER), L.P.
 
   
By:
Sageview Capital GenPar, Ltd.
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 15 of 18
 
 
 
 
 
 
   
SAGEVIEW CAPITAL GENPAR, L.P.
 
   
By:
Sageview Capital MGP, LLC
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title: Co-President
 
 
   
SAGEVIEW CAPITAL MGP, LLC
       
   
By:
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title: Co-President
 
 
 
   
/s/ Edward A. Gilhuly
 
   
EDWARD A. GILHULY
     
 
   
/s/ Scott M. Stuart
 
   
SCOTT M. STUART

 
 
 
 

 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 16 of 18
 
 
 
EXHIBIT 1
 
Transactions in the Common Stock, $0.0001 par value of Resolute Energy Corporation,
Sageview Capital Master, L.P.
 
(All transactions were made in the open market unless otherwise indicated)
 
Date
Buy/Sell
     Quantity
Price
       
05/09/2013
Buy
2,448,527
$8.0247
05/10/2013
Buy
88,000
$8.5154
05/13/2013
Buy
100,000
$8.5095
05/14/2013
Buy
47,600
$8.5393
05/16/2013
Buy
11,500
$8.5478
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 17 of 18
 
 
 
EXHIBIT 2
 
JOINT FILING AGREEMENT
 
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
 
Dated: May 20, 2013
 
   
SAGEVIEW CAPITAL MASTER, L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
   
SAGEVIEW CAPITAL PARTNERS (A), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
   
SAGEVIEW CAPITAL PARTNERS (B), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
/s/ Edward A. Gilhuly
 
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
   
SAGEVIEW CAPITAL PARTNERS (C) (MASTER), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
 
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 18 of 18
 
 
 
   
SAGEVIEW CAPITAL GENPAR, L.P.
   
 
By: 
 
Sageview Capital MGP, LLC
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Co-President
 
 
   
SAGEVIEW CAPITAL MGP, LLC
     
 
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Co-President
 
     
/s/ Edward A. Gilhuly
 
 
   
EDWARD A. GILHULY
 
     
/s/ Scott M. Stuart
 
 
   
SCOTT M. STUART