SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Resolute Energy Corporation

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

76116A306

(CUSIP Number of Class of Securities)

Michael Kelly, Esq.

Monarch Alternative Capital LP

535 Madison Avenue

New York, NY 10022

Telephone: (212) 554-1700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Mark Cognetti, Esq.

Michael Brandt, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

March 12, 2018

(Date of Event which Requires Filing of this Schedule)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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, as amended (the “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).

SCHEDULE 13D

  CUSIP No. 76116A306     Page 2 of 5 Pages  

1	NAME OF REPORTING PERSON Monarch Alternative Capital LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
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 2,193,400
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,193,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,193,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.75%
14	TYPE OF REPORTING PERSON PN, IA

SCHEDULE 13D

  CUSIP No. 76116A306     Page 3 of 5 Pages  

1	NAME OF REPORTING PERSON MDRA GP LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
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 2,193,400
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,193,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,193,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.75%
14	TYPE OF REPORTING PERSON PN, HC

SCHEDULE 13D

  CUSIP No. 76116A306     Page 4 of 5 Pages  

1	NAME OF REPORTING PERSON Monarch GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
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 2,193,400
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,193,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,193,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.75%
14	TYPE OF REPORTING PERSON OO, HC

Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed with respect to the common stock, par value $0.0001 per share (“Common Stock”), of Resolute Energy Corporation (the “Issuer”), to amend the Schedule 13D filed on January 26, 2018 (the “Original 13D” and, as amended by Amendment No. 1 to Schedule 13D filed on February 9, 2018 (“Amendment No. 1”) and this Amendment No. 2, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 of this Schedule 13D is hereby amended to include the following:

On March 12, 2018, the Reporting Persons filed a preliminary proxy statement and accompanying proxy card (the “Preliminary Proxy Statement”) with the SEC to vote on certain matters, including the election of three highly qualified Nominees at the Issuer’s Annual Meeting and the repeal of any amendment to the Bylaws of the Issuer adopted without stockholder approval after February 8, 2018 (the date the Issuer received the Nomination Notice), and up to and including the date of the Annual Meeting. A copy of the Preliminary Proxy Statement is available on the SEC website (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers and others that file electronically with the SEC may be obtained free of charge.

On March 12, 2018, the Reporting Persons issued a press release announcing the filing of the Preliminary Proxy Statement and related matters, a copy of which is filed as Exhibit 99.5 hereto, and which is incorporated herein by reference.

Item 7. Material to be Filed as Exhibit

Item 7 of this Schedule 13D is hereby amended to add the following exhibit:

99.5 Press Release, dated as of March 12, 2018

[Signatures on following page]

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 12, 2018	MONARCH ALTERNATIVE CAPITAL LP
		By: MDRA GP LP, its General Partner
		By: Monarch GP LLC, its General Partner
	By:	/s/ Michael Weinstock
	Name:	Michael Weinstock
	Title:	Member
Dated: March 12, 2018	MDRA GP LP
		By: Monarch GP LLC, its General Partner
	By:	/s/ Michael Weinstock
	Name:	Michael Weinstock
	Title:	Member
Dated: March 12, 2018	MONARCH GP LLC
	By:	/s/ Michael Weinstock
	Name:	Michael Weinstock
	Title:	Member

EX-99.5

Exhibit 99.5

NEW YORK, March 12, 2018 – Monarch Energy Holdings LLC, together with the other participants named therein (collectively, “Monarch” or “we”), the beneficial owners of approximately 9.75% of the outstanding shares of Resolute Energy Corporation (NYSE:REN) (“Resolute” or the “Company”), today filed a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission for the election of its slate of highly qualified director nominees at Resolute’s 2018 annual meeting of stockholders.

On January 26, 2018, Monarch sent a letter to Resolute’s board of directors (the “Board”) and management outlining a series of steps necessary to maximize value for all stockholders. These proposed steps included increasing stockholder representation on the Board, forming a committee of the Board to explore strategic transactions to maximize value, and engaging a reputable financial advisor to assist in that endeavor. Since then, according to media reports, other stockholders have expressed their concerns with the current strategic approach of the Resolute Board and management.

As described in greater detail in our preliminary proxy statement, on February 7, 2018, representatives of the Company and Monarch met to discuss Monarch’s proposed changes to the Board. Since then, other than contacting Monarch to schedule interviews of its director nominees in the ordinary course of preparing for the 2018 annual meeting of stockholders, the Company has not initiated contact or made any attempt at furthering a constructive dialogue with Monarch to resolve our proposals without a proxy fight. While Monarch remains open to engaging in further discussions toward a consensual agreement, Resolute’s failure to communicate with Monarch over the last month with respect to our proposed steps suggests that it has embarked on an ill-advised scorched-earth policy that is not in the best interests of the Company’s stockholders and reflects an entrenched Board. We believe the Company may have no genuine interest in pursuing the meaningful changes necessary to maximize stockholder value.

To ensure that the interests of stockholders are voiced and heard in the boardroom, Monarch has nominated the following slate of three highly qualified director candidates:

Patrick Bartels is a Managing Principal with MAC and a proposed nominee to the board. Mr. Bartels has served on numerous public and private boards and has over 20 years of investment experience, including across complex situations in North America and Europe. Prior to joining Monarch in 2002, Mr. Bartels was a high-yield investments analyst at Invesco. He began his career at PricewaterhouseCoopers LLP. Mr. Bartels currently serves on the board of directors of Arch Coal, Inc., where he is a member of the Nominating and Corporate Governance and Personnel and Compensation Committees. Previously, Mr. Bartels served on the board of directors of WCI Communities Inc. (2009-2017). As a fiduciary for stockholders, Mr. Bartels has a demonstrated record of value-added returns through capital markets transactions and M&A processes. Mr. Bartels holds the Chartered Financial Analyst designation and a bachelor’s degree in accounting, with a concentration in finance, from Bucknell University.

Joseph Citarrella is a Managing Principal with MAC and a proposed nominee to the Board. Mr. Citarrella would bring extensive relevant sector and financial expertise to this role. In addition to his investment responsibilities at Monarch, Mr. Citarrella has served since August 2017 as non-executive Chairman of the Board of Vanguard Natural Resources, Inc. (“Vanguard”), a Houston-based independent oil and gas company with operations across Wyoming, Colorado, Texas, Louisiana, and Oklahoma. Mr. Citarrella also serves as a member of Vanguard’s Strategic Opportunities Committee, which is responsible for overseeing an ongoing strategic review of Vanguard’s asset base and development plans, as well as Vanguard’s Compensation Committee, Nominating and Corporate Governance Committee and Health, Environmental and Safety Committee. In this capacity, Mr. Citarrella has worked closely with

management, the Board, and financial advisor Jefferies LLC to evaluate potential strategic transactions and pursue targeted objectives to maximize stockholder value. Prior to joining Monarch in May 2012, Mr. Citarrella was an Associate at Goldman Sachs in the Global Investment Research group, covering the integrated oil, exploration and production, and refining sectors. Mr. Citarrella received a B.A. in Economics from Yale University.

Samuel Langford serves as Principal of Langford Upstream Advisory, L.L.C., a position he has held since 2013. Mr. Langford has also acted as Consulting Advisor to Silverpoint Capital since 2015. Prior to Langford Upstream Advisory, L.L.C., Mr. Langford was employed by Newfield Exploration Co. where he served in various positions, including as Senior Corporate Advisor (2011–2012), General Manager, Mid-Continent Business Unit (2011), Vice President, Corporate Development (2009–2011) and Manager, Acquisitions, Planning and Commercial Development, Mid-Continent (2004-2009). Mr. Langford has also worked with Cockrell Oil Corporation, British Gas Exploration America, Tenneco Oil Company and Exxon USA in various technical and managerial positions. Mr. Langford currently serves on the boards of directors of Chaparral Energy, Inc., where he is a member of the Audit and Compensation Committees, and of Basic Energy Services, Inc., where he is a member of the Nominating and Corporate Governance Committee. He received his Bachelor of Science degree in Mechanical Engineering from Auburn University.

Stockholders are encouraged to read the preliminary proxy statement for more information.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

Monarch Energy Holdings LLC, together with the other participants named herein (collectively, “Monarch”), may be deemed to be participants in the solicitation of proxies from stockholders in connection with the election of directors to the Board of Directors of Resolute Energy Corporation, a Delaware corporation (the “Company”), at the Company’s upcoming 2018 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). On March 12, 2018, Monarch filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting. Prior to the Annual Meeting, Monarch will furnish a definitive proxy statement to the Company’s stockholders (the “Definitive Proxy Statement”), together with a GOLD proxy card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT MONARCH WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of the participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the preliminary proxy statement for the annual meeting and will be set forth in the definitive proxy statement and other materials to be filed with the sec in connection with the annual meeting.

SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR GEORGESON LLC TOLL-FREE AT 866-482-5136.