0000891836-14-000132.txt : 20140929 0000891836-14-000132.hdr.sgml : 20140929 20140929170028 ACCESSION NUMBER: 0000891836-14-000132 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140929 DATE AS OF CHANGE: 20140929 GROUP MEMBERS: EDWARD H. MCDERMOTT GROUP MEMBERS: ELI J. WEINBERG GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: PHOEBE SNOW FOUNDATION INC. GROUP MEMBERS: SAN FRANCISCO PARTNERS L.P. GROUP MEMBERS: SF ADVISORY PARTNERS L.P. GROUP MEMBERS: SPO ADVISORY PARTNERS L.P. GROUP MEMBERS: SPO PARTNERS II L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Resolute Energy Corp CENTRAL INDEX KEY: 0001469510 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85025 FILM NUMBER: 141127498 BUSINESS ADDRESS: STREET 1: 1700 LINCOLN ST. STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 303-573-4886 MAIL ADDRESS: STREET 1: 1700 LINCOLN ST. STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPO ADVISORY CORP CENTRAL INDEX KEY: 0000919468 IRS NUMBER: 680247274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 FORMER COMPANY: FORMER CONFORMED NAME: SF ADVISORY CORP DATE OF NAME CHANGE: 19990329 SC 13D/A 1 sc0082.htm SCHEDULE 13D, AMENDMENT NO. 5 sc0082.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
RESOLUTE ENERGY CORPORATION
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
 
76116A108
(CUSIP Number)
 
SPO Advisory Corp.
591 Redwood Highway, Suite 3215
Mill Valley, California  94941
(415) 383-6600
 
with a copy to:
Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California  90067-1725
(310) 712-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
September 25, 2014
(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 Rule 13d-1(e), 13d-1(f) or 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).
 
 
 
 
 
 
Page 2 of 16
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      SPO Partners II, L.P.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      WC
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      16,438,110 (1)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      16,438,110 (1)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        16,438,110
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        21.1%
 
14.           TYPE OF REPORTING PERSON
PN
 
 
(1)
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
 
 
 
 
 
Page 3 of 16
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      SPO Advisory Partners, L.P.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      16,438,110 (1) (2)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      16,438,110 (1) (2)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        16,438,110
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        21.1%
 
14.           TYPE OF REPORTING PERSON
PN
 
 
(1)
Solely in its capacity as the sole general partner of SPO Partners II, L.P.
 
(2)
Power is exercised through its sole general partner, SPO Advisory Corp.
 
 
 
 
 
Page 4 of 16
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      San Francisco Partners, L.P.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      WC
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      California
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      673,900 (1)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      673,900 (1)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        673,900
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        0.9%
 
14.           TYPE OF REPORTING PERSON
PN
 
 
(1)
Power is exercised through its sole general partner, SF Advisory Partners, L.P.
 
 
 
 
 
Page 5 of 16
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      SF Advisory Partners, L.P.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      673,900 (1) (2)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      673,900 (1) (2)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        673,900
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        0.9%
 
14.           TYPE OF REPORTING PERSON
PN
 
 
(1)
Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
 
(2)
Power is exercised through its sole general partner, SPO Advisory Corp.
 
 
 
 
Page 6 of 16
 
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      SPO Advisory Corp.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      17,112,010 (1) (2)
 
8.           SHARED VOTING POWER
-0-
 
9.           SOLE DISPOSITIVE POWER
      17,112,010 (1) (2)
 
10.         SHARED DISPOSITIVE POWER
-0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        17,112,010
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        22.0%
 
14.           TYPE OF REPORTING PERSON
CO
 

(1)
Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 16,438,110 shares of Common Stock; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 673,900 shares of Common Stock.
 
(2)
Power is exercised through its three controlling persons, John H. Scully, Edward H. McDermott and Eli J. Weinberg.
 
Page 7 of 16
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      John H. Scully
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      PF and Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      USA
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      79,100 (1)
 
8.           SHARED VOTING POWER
      17,112,010 (2)
                        
9.           SOLE DISPOSITIVE POWER
      79,100 (1)
 
10.         SHARED DISPOSITIVE POWER
       17,112,010 (2)
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        17,191,110
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        22.1%
 
14.           TYPE OF REPORTING PERSON
IN
 
 
(1)
Of these shares, 5,200 shares of Common Stock are held in the John H. Scully individual retirement account, which is self-directed, and 73,900 shares of Common Stock may be deemed beneficially owned by Mr. Scully in his capacity as controlling person, director and executive officer of Phoebe Snow Foundation, Inc.
 
(2)
These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
 
Page 8 of 16
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      Edward H. McDermott
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      PF and Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      USA
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      900 (1)
 
8.           SHARED VOTING POWER
      17,112,010 (2)
                        
9.           SOLE DISPOSITIVE POWER
      900 (1)
 
10.         SHARED DISPOSITIVE POWER
      17,112,010 (2)
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        17,112,910
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        22.0%
 
14.           TYPE OF REPORTING PERSON
IN
 
 
(1)
These shares are held in the Edward H. McDermott individual retirement account, which is self directed.
 
(2)
These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
 
 
Page 9 of 16
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      Phoebe Snow Foundation, Inc.
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      WC
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      California
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      73,900 (1)
 
8.           SHARED VOTING POWER
      -0-
                        
9.           SOLE DISPOSITIVE POWER
              73,900 (1)
 
10.         SHARED DISPOSITIVE POWER
               -0-
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        73,900
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                **0.1%
 
14.           TYPE OF REPORTING PERSON
                CO
 

**
Denotes less than
 
(1)
Power is exercised through its controlling person, director and executive officer, John H. Scully.
 
 
 
 
Page 10 of 16
CUSIP No. 76116A108
 
1.           NAME OF REPORTING PERSON
      Eli J. Weinberg
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3.           SEC Use Only
 
4.           SOURCE OF FUNDS
      Not Applicable
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)  o
 
 
6.           CITIZENSHIP OR PLACE OF ORGANIZATION
      USA
 
Number of Shares
Beneficially
Owned By
Each
Reporting Person
With
7.           SOLE VOTING POWER
      -0-
 
8.           SHARED VOTING POWER
      17,112,010 (1)
                        
9.           SOLE DISPOSITIVE POWER
              -0-
 
10.         SHARED DISPOSITIVE POWER
              17,112,010 (1)
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        17,112,010
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                22.0%
 
14.           TYPE OF REPORTING PERSON
                IN
 
 
(1)
These shares may be deemed to be beneficially owned by Mr. Weinberg solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
 
 
 
Page 11 of 16
 
This Amendment No. 5 amends the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (“SEC”) on October 5, 2009 and as amended on October 29, 2009, June 12, 2012, May 14, 2013 and May 31, 2013. Unless otherwise stated herein, the Original 13D, as previously amended, remains in full force and effect. Terms used therein and not defined herein shall have the meanings ascribed thereto in the Original 13D.
 
ITEM 1.                      SECURITY AND ISSUER.
 
Item 1 is hereby amended and restated in its entirety as follows:
 
This statement relates to the shares of Common Stock, par value $0.0001 per share (the “Shares”), of Resolute Energy Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1700 Lincoln Street, Suite 2800, Denver, Colorado 80203.
 
ITEM 2.                      IDENTITY AND BACKGROUND.
 
Item 2(a) is hereby amended and restated in its entirety as follows:
 
(a)  The undersigned hereby file this Schedule 13D Statement on behalf of SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), Edward H. McDermott (“EHM”), Phoebe Snow Foundation, Inc., a California corporation (“PSF”), and Eli J. Weinberg (“EJW”). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp., JHS, EHM, PSF, and EJW are sometimes hereinafter referred to as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
 
The following subsections of Item 2(b)-(c) are hereby amended and restated in their entirety as follows:
 
JHS
 
JHS’ business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. His present principal occupation is serving as a managing director of SPO Partners & Co., a Delaware corporation. The principal business of SPO Partners & Co. is operating as an investment firm. The principal business address of SPO Partners & Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is one of three controlling persons of SPO Advisory Corp., the sole general partner of each of SPO Advisory Partners and SF Advisory Partners.
 
EHM
 
EHM’s business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. His present principal occupation is serving as a managing director of SPO Partners & Co., a Delaware corporation. The principal business of SPO Partners & Co. is operating as an investment firm. The principal business address of SPO Partners & Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EHM is one of three controlling persons of SPO Advisory Corp., the sole general partner of each of SPO Advisory Partners and SF Advisory Partners.
 
Item 2(b)-(c) is hereby amended and supplemented by adding the following paragraph at the end thereof:
 
EJW
 
EJW’s business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. His present principal occupation is serving as a managing director of SPO Partners & Co., a Delaware corporation. The principal business of SPO Partners & Co. is operating as an investment firm. The principal business address of SPO Partners & Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is one of three controlling persons of SPO Advisory Corp., the sole general partner of each of SPO Advisory Partners and SF Advisory Partners.
 
ITEM 3.                      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
Item 3 is hereby amended and restated in its entirety as follows:
 
Name
Source of Funds
Amount of Funds
SPO
Contributions from Partners
$156,591,569
SPO Advisory Partners
Not Applicable
Not Applicable
SFP
Contributions from Partners
$6,264,068
SF Advisory Partners
Not Applicable
Not Applicable
SPO Advisory Corp.
Not Applicable
Not Applicable
JHS
Not Applicable and Personal Funds (1)
$48,478
EHM
Not Applicable and Personal Funds (1)
$9,225
PSF Contributions from shareholders  $599,113
EJW Not Applicable  Not Applicable 

(1)
As used herein, the term “Personal Funds” includes sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specified purpose of acquiring, holding, trading or voting shares.
 
 
 
 
 
Page 12 of 16
ITEM 5.                      INTEREST IN SECURITIES OF THE ISSUER.
 
Item 5 is hereby amended and restated in its entirety as follows:
 
(a)  Percentage interest calculations for each Reporting Person are based upon the Issuer having 77,893,499 total outstanding shares of Common Stock, as reported on the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014.
 
SPO
 
The aggregate number of Shares that SPO owns beneficially, pursuant to Rule 13d-3 of the Act, is 16,438,110 Shares, which constitutes approximately 21.1% of the outstanding Shares.
 
SPO Advisory Partners
 
Because of its position as the sole general partner of SPO, SPO Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of  16,438,110 Shares, which constitutes approximately 21.1% of the outstanding Shares.
 
SFP
 
The aggregate number of Shares that SFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 673,900 Shares, which constitutes approximately 0.9% of the outstanding Shares.
 
SF Advisory Partners
 
Because of its position as the sole general partner of SFP, SF Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 673,900 Shares, which constitutes approximately 0.9% of the outstanding Shares.
 
SPO Advisory Corp.
 
Because of its positions as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 17,112,010 Shares in the aggregate, which constitutes approximately 22.0% of the outstanding Shares.
 
JHS
 
Individually, and because of his position as a control person of SPO Advisory Corp. and the controlling person, director and executive officer of PSF, JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 17,191,110 Shares in the aggregate, which constitutes approximately 22.1% of the outstanding Shares.
 
EHM
 
Individually, and because of his position as a control person of SPO Advisory Corp., EHM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 17,112,910 Shares in the aggregate, which constitutes approximately 22.0% of the outstanding Shares.
 
PSF
 
The aggregate number of shares that PSF owns beneficially, pursuant to Rule 13d-3 of the Act, is 73,900 Shares, which constitutes less than 0.1% of the outstanding Shares.
 
EJW

Because of his position as a control person of SPO Advisory Corp., EJW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 17,112,010 Shares in the aggregate, which constitutes 22.0% of the outstanding Shares.
 
 
 
 
 
Page 13 of 16
 
To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 hereof is the beneficial owner of any Shares.
 
(b)  SPO
 
Acting through its sole general partner, SPO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 16,438,110 Shares.
 
SPO Advisory Partners
 
Acting through its sole general partner and in its capacity as the sole general partner of SPO, SPO Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of  16,438,110 Shares.
 
SFP
 
Acting through its sole general partner, SFP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 673,900 Shares.
 
SF Advisory Partners
 
Acting through its sole general partner and in its capacity as the sole general partner of SFP, SF Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 673,900 Shares.
 
SPO Advisory Corp.
 
Acting through its controlling persons and in its capacities as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. has the sole power to vote or to direct the vote and to dispose or to direct the disposition of  17,112,010 Shares in the aggregate.
 
JHS
 
As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, JHS may be deemed to have shared power with EHM and EJW to vote or to direct the vote and to dispose or to direct the disposition of 17,112,010 Shares held by SPO and SFP in the aggregate. In addition, JHS has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,200 Shares held in JHS’s individual retirement account, which is self directed, and 73,900 Shares held by PSF, for which JHS is the controlling person, director and executive officer.
 
EHM
 
As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, EHM may be deemed to have shared power with JHS and EJW to vote or to direct the vote and to dispose or to direct the disposition of 17,112,010 Shares held by SPO and SFP in the aggregate. In addition, EHM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 900 Shares held in EHM’s individual retirement account, which is self directed.
 
PSF
 
Acting through its controlling person, PSF has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 73,900 Shares.
 
EJW

As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, EJW may be deemed to have shared power with JHS and EHM to vote or to direct the vote and to dispose or to direct the disposition of 17,112,010 Shares held by SPO and SFP in the aggregate.
 
 
 
 
 
 
Page 14 of 16
 
(c)  On September 25, 2014, warrants, each of which entitled the holder to purchase one Share at a price of $13.00, subject to adjustment (the “Warrants”), expired.  At the expiration time, SPO held 8,169,525 Warrants, SFP held 279,753 Warrants, JHS held 813 Warrants and EHM held 622 Warrants.  The Warrants expired without being exercised by the Reporting Persons.
 
Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in Shares during the past 60 days.
 
(d)  Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, Shares owned by such Reporting Person.
 
(e)  Not applicable.
 
ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.
 
Item 7 is hereby amended and restated in its entirety as follows:
 
Exhibit A:                      Agreement pursuant to Rule 13d-1(k)

Exhibit B:                      Power of Attorney (previously filed)
 
Exhibit C:                      Power of Attorney
 
     
 
 
 
 
 
Page 15 of 16
 

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.
 
Dated:  September 29, 2014
By:       /s/ Kim M. Silva                                                   
Kim M. Silva
 
Attorney-in-Fact for:
 
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
PHOEBE SNOW FOUNDATION, INC. (1)
ELI J. WEINBERG (2)
 
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
 
(2) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person is filed as Exhibit B.
 
 
 
 
 
 
 
 
 
Page 16 of 16
 

 
 
 
 
EXHIBIT INDEX
 
   
Exhibit
Document Description
A
Agreement Pursuant to Rule 13d-1(k)
B
Power of Attorney (previously filed)
C Power of Attorney
 
 EX-99.1 2 ex-a.htm EXHIBIT A - AGREEMENT PURSUANT TO RULE 13D-1(K) ex-a.htm
 

 
EXHIBIT A
 
Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.
 
Dated:  September 29, 2014
By:      /s/ Kim M. Silva                                                   
Kim M. Silva
 
Attorney-in-Fact for:
 
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
PHOEBE SNOW FOUNDATION, INC. (1)
ELI J. WEINBERG (2)
 
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
 
(2) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person is filed as Exhibit B.
 


EX-99.2 3 ex-c.htm EXHIBIT C -- POWER OF ATTORNEY ex-c.htm
 
EXHIBIT C
 
POWER OF ATTORNEY
 
       KNOW ALL PERSONS BY THESE PRESENTS, that Eli J. Weinberg (“Grantor”) has made, constituted and appointed, and by these presents does make, constitute and appoint, Kim M. Silva (“Attorney”), the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in Grantor's name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things:
 
1.    To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the Securities Exchange Act of 1934.
 
2.    To do all such other acts and things as, in such Attorney's discretion, he or she deems appropriate or desirable for the purpose of filing such statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto.
 
3.    To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.
 
       The Grantor hereby ratifies and confirms all that said agents and attorneys-in-fact or any substitute or substitutes may lawfully do or cause to be done by virtue hereof.  This power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or to file reports under Section 13(d) of the Securities Exchange Act of 1934 with respect to the undersigned’s holdings of and transactions in securities issued by Resolute Energy Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
       The words Grantor and Attorney shall include all grantors and attorneys under this Power of Attorney.
 
       IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by his, her or its signature as of the 29th day of September, 2014.
 
 
                                          Eli J. Weinberg
 
 
                                          /s/ Eli J. Weinberg