0001104659-18-070131.txt : 20181127 0001104659-18-070131.hdr.sgml : 20181127 20181127172419 ACCESSION NUMBER: 0001104659-18-070131 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181118 FILED AS OF DATE: 20181127 DATE AS OF CHANGE: 20181127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIMAREX ENERGY CO CENTRAL INDEX KEY: 0001168054 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34464 FILM NUMBER: 181203703 BUSINESS ADDRESS: STREET 1: 1700 LINCOLN STREET STREET 2: SUITE 3700 CITY: DENVER STATE: CO ZIP: 80203-4537 BUSINESS PHONE: 303-295-3995 MAIL ADDRESS: STREET 1: 1700 LINCOLN STREET STREET 2: SUITE 3700 CITY: DENVER STATE: CO ZIP: 80203-4537 FORMER NAME: FORMER CONFORMED NAME: HELMERICH & PAYNE EXPLORATION & PRODUCTION CO DATE OF NAME CHANGE: 20020222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Resolute Energy Corp CENTRAL INDEX KEY: 0001469510 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270659371 FISCAL YEAR END: 1231 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 3 1 a3.xml 3 X0206 3 2018-11-18 0 0001469510 Resolute Energy Corp REN 0001168054 CIMAREX ENERGY CO 1700 LINCOLN STREET, SUITE 3700 DENVER CO 80203 0 0 1 0 Common stock 0 I See Footnotes The Reporting Person does not beneficially own any equity securities of Resolute Energy Corporation ("Resolute" or the "Issuer"). The Reporting Person is filing this Form 3 solely due to the entry into voting and support agreements (each, a "Voting and Support Agreement" and, collectively, the "Voting and Support Agreements"), with each of (1) Monarch Alternative Capital LP, MDRA GP LP, Monarch GP LLC, (2) John C. Goff, John C. Goff 2010 Family Trust, JCG 2016 Holdings, LP, Goff Family Investments, LP Kulik Partners, LP, Cuerno Largo Partners, LP, Goff Family Foundation, Goff Ren Holdings, LLC, Goff Ren Holdings II, LLC, (3) RR Advisors, LLC d/b/a RCH Energy, (4) Richard Betz, (5) Nicholas Sutton and (6) Theodore Gazulis (together the "Resolute Stockholders"), representing an aggregate of 6,147,236 shares of the Issuer's common stock (which includes (i) 239,036 shares of Resolute restricted stock, (ii) options to purchase 372,314 shares of Resolute common stock, (iii) 134,198 outperformance share rights which would, if the relevant performance and other vesting conditions were met, result in the issuance of one share of Resolute common stock to the holder of each such outperformance share right, and (iv) 67,723 shares of Resolute common stock issuable upon conversion of 2,000 shares of Resolute preferred stock) beneficially owned by the Resolute Stockholders, which represents approximately 25.9% of the Issuer's total outstanding shares based on 23,737,697 shares of the Issuer's common stock issued and outstanding as of November 18, 2018 (which includes (i) 22,358,365 shares of Resolute common stock as represented to the Reporting Person by the Issuer, (ii) 805,097 shares of Resolute restricted stock, (iii) options to purchase 372,314 shares of Resolute common stock, (iv) 134,198 outperformance share rights which would, if the relevant performance and other vesting conditions were met, result in the issuance of one share of Resolute common stock to the holder of each such outperformance share right, and (v) 67,723 shares of Resolute common stock issuable upon conversion of 2,000 shares of Resolute preferred stock). The Voting and Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2018, by and among the Reporting Person and the Issuer. For additional information regarding the Voting and Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission in connection with this Form 3. The Reporting Person exercises voting power in limited situations over such shares of the Issuer's common stock through the grant of an irrevocable proxy by each of the Resolute Stockholders pursuant to the Voting and Support Agreements. The Reporting Person has no pecuniary interest in any of such shares of the Issuer's common stock. /s/ Francis B. Barron, Senior Vice President - General Counsel, on behalf of Cimarex Energy Co. 2018-11-27