SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Resolute Energy Corporation
(Name of Issuer)
Shares of Common Stock, par value $0.0001 per share
(Title of Class of Securities)
76116A108
(CUSIP Number)
January 7, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
13G
| CUSIP No. 76116A108 |
| (1) |
Name of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TOH Holdings, LP | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) ¨ | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Texas | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
8,272,761 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
8,272,761 | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
8,272,761 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares*
¨ | |||||
| (11) | Percent of class represented by amount in Row (9)
11.8%** | |||||
| (12) | Type of reporting person*
PN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
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13G
| CUSIP No. 76116A108 |
| (1) |
Name of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TOH Holdings GenPar, LLC | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) ¨ | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Texas | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
8,272,761 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
8,272,761 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
8,272,761 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares*
¨ | |||||
| (11) | Percent of class represented by amount in Row (9)
11.8% ** | |||||
| (12) | Type of reporting person*
OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
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SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of TOH Holdings, LP, a Texas limited partnership (“TOH LP”), and TOH Holdings GenPar, LLC, a Texas limited liability company and the general partner of TOH Holdings (“TOH LLC” and together with TOH LP, the “Reporting Persons”), relating to Shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Resolute Energy Corporation, a Delaware corporation (the “Issuer”).
| Item 1(a) | Name of Issuer. |
Resolute Energy Corporation
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
1675 Broadway
Suite 1950
Denver, Colorado 80202
| Item 2(a) | Name of Person Filing. |
(a) TOH Holdings, LP (“TOH LP”); and
(b) TOH Holdings GenPar, LLC (“TOH LLC”).
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
100 Crescent Court, Suite 1200
Dallas, TX 75201
| Item 2(c) | Citizenship or Place of Organization. |
TOH LP is a limited partnership organized under the laws of the State of Texas. TOH LLC is a limited liability company organized under the laws of the State of Texas.
| Item 2(d) | Title of Class of Securities. |
Shares of Common Stock, par value $0.0001 per share (the “Common Stock”).
| Item 2(e) | CUSIP Number. |
76116A108
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| Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ¨ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4 | Ownership. |
| (a) | TOH LP may be deemed the beneficial owner of the 8,272,761 shares of Common Stock it holds directly. The 8,272,761 shares of Common Stock held by TOH LP consist of (i) Sponsor’s Warrants exercisable to purchase 4,666,667 shares of Common Stock and (ii) Founder’s Warrants exercisable to purchase 3,606,094 shares of Common Stock. TOH LLC may be deemed the beneficial owner of the 8,272,761 shares of Common Stock held by TOH LP as the general partner of TOH LP. |
| (b) | TOH LP and TOH LLC are the beneficial owners of 11.8% of the outstanding shares of Common Stock. This percentage is determined by dividing 8,272,761 by the sum of (i) 61,953,738, the number of shares of Common Stock issued and outstanding as of October 31, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 5, 2012, (ii) 4,666,667, the number of Sponsor’s Warrants exercisable to purchase shares of Common Stock held by the Reporting Persons and (iii) 3,606,094, the number of Founder’s Warrants exercisable to purchase shares of Common Stock held by the Reporting Persons. |
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| (c) | TOH LP has the sole power to vote and dispose of the 8,272,761 shares of Common Stock it holds. TOH LLC, as the general partner of TOH LP, may direct the vote and dispose of the 8,272,761 shares of Common Stock held by TOH LP. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Thomas O. Hicks, as the sole limited partner of TOH LP, has a right to receive dividends from, and the proceeds from the sale of, the Common Stock of the Issuer held by TOH LP, provided that such right is subject to certain proceeds being first used as prepayment on financing from JPMorgan Chase Bank (as agent for various lenders) obtained by Mr. Hicks.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Exhibits | Exhibit 99.1 |
Joint Filing Agreement dated January 9, 2013, by and among TOH LP and TOH LLC.
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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.
Date: January 9, 2013
| TOH HOLDINGS, LP | ||
| By: | TOH Holdings GenPar, LLC, general partner | |
| By: | /s/ Thomas O. Hicks | |
|
| ||
| Thomas O. Hicks, Manager | ||
| TOH HOLDINGS GENPAR, LLC | ||
| By: | /s/ Thomas O. Hicks | |
|
| ||
| Thomas O. Hicks, Manager | ||
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EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Shares of Common Stock, par value $0.0001 per share, of Resolute Energy Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 9, 2013.
| TOH HOLDINGS, LP | ||
| By: | TOH Holdings GenPar, LLC, general partner | |
| By: | /s/ Thomas O. Hicks | |
| Thomas O. Hicks, Manager | ||
| TOH HOLDINGS GENPAR, LLC | ||
| By: | /s/ Thomas O. Hicks | |
|
| ||
| Thomas O. Hicks, Manager | ||
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