UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 2010
RESOLUTE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-34464
(Commission
File Number)
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27-0659371
(I.R.S. Employer
Identification Number) |
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1675 Broadway, Suite 1950
Denver, CO
(Address of principal executive offices)
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80202
(Zip Code) |
Registrant’s telephone number, including area code: 303-534-4600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement |
On October 7, 2010, Resolute Energy Corporation (the “Company”) entered into Warrant Exercise
and Stock Issuance Agreements (collectively, the “Warrant Exchange Agreements”) with affiliates of
Pine River Capital Management L.P. (the “Pine River Affiliates”). Under the terms of the Warrant
Exchange Agreements, the Pine River Affiliates will tender 4,384,108 of the Company’s publicly
traded warrants with an exercise price of $13.00 per share (the “Public Warrants”) and $12,116,884
in cash to the Company and, in return, the Company will issue a total of 1,775,107 shares of its
common stock, par value $0.0001 per share (the “Common Stock”).
Pursuant to the terms of the Warrant Exchange Agreements, the Company will issue the 1,775,107
shares of Common Stock in the following manner. The Pine River Affiliates have agreed to exercise
932,068 of the Public Warrants in return for 932,068 shares (the “Warrant Exercise Shares”) of the
Common Stock for an aggregate exercise price of $12,116,884. In addition, the Company has also
agreed to exchange 3,452,040 Public Warrants held by the Pine River Affiliates for 843,039 shares
(the “Warrant Exchange Shares”) of Common Stock. As a result, the warrant exercise and warrant
exchange will result in the issuance of a total of 1,775,107 shares of Common Stock.
The Warrant Exercise Shares will be offered, sold and issued pursuant to the Company’s
registration statement on Form S-1 (No. 333-166142). The transactions contemplated by the Warrant
Exchange Agreements are expected to close on or around October 22, 2010.
The foregoing description of the Warrant Exchange Agreements does not purport to be complete
and is qualified in its entirety by reference to the full text of the Form of Warrant Exchange
Agreement, which is filed as Exhibit 10.1 hereto, which is incorporated by reference herein.
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| Item 3.02 |
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Unregistered Sale of Equity Securities. |
The information contained in Item 1.01 of this report is incorporated by reference into this
Item 3.02. The Warrant Exchange Shares will be offered, sold and issued pursuant to an exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit 10.1
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Form of Warrant Exercise and Stock Issuance Agreement, dated as of October 7, 2010 |