25 Sept 2009director interest notice● Neutral
Robert M Swartz became a Cimarex Resolute LLC director and company insider (initial ownership filing).
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
25 Sept 2009director interest notice● Neutral
Thomas O Hicks Jr. became a Cimarex Resolute LLC director and company insider (initial ownership filing).
25 Sept 2009director interest notice● Neutral
L.P. Hh-haci, became a Cimarex Resolute LLC 10%+ owner and company insider (initial ownership filing).
25 Sept 2009director interest notice● Neutral
Dale E Cantwell became a Cimarex Resolute LLC Senior VP, Operations and company insider (initial ownership filing).
25 Sept 2009director interest notice● Neutral
Richard L Covington became a Cimarex Resolute LLC director and company insider (initial ownership filing).
25 Sept 2009director interest notice● Neutral
Nicholas J Sutton became a Cimarex Resolute LLC Chief Executive Officer and company insider (initial ownership filing).
25 Sept 2009director interest notice● Neutral
William H Dr Cunningham became a Cimarex Resolute LLC director and company insider (initial ownership filing).
23 Sept 2009material agreement▼ BadMajor
Resolute waived part of a closing condition so the deal can close as long as the acquisition consideration is at least $240 million, against the $275 million originally contemplated. If less than $275 million is paid, the Second Lien facility is still fully repaid but less of the First Lien debt is repaid, leaving more debt after closing. HACI also agreed to buy 7,503,133 public shares at $9.76 to $9.78 each from holders who intended to vote against, and signed a deal with Victory Park to buy up to 4.5 million more shares (1.0% fee); these purchases are meant to keep opposition under the 30% conversion threshold.
23 Sept 2009securities registration● Neutral
Cimarex Resolute LLC filed the final prospectus for a registered offering.
22 Sept 2009material agreement● NeutralMajor
On September 17, 2009, Resolute Aneth, the Seller and lenders signed a Sixth Amendment to the First Lien Credit Facility, effective at closing of the HACI deal. The lenders consent to the acquisition and terms are revised for public-company status. As a condition, Resolute and HACI must guarantee the facility and pledge all their assets, except the money in HACI's trust account.
15 Sept 2009securities registration● Neutral
Cimarex Resolute LLC filed a prospectus supplement for an offering off its existing shelf.
15 Sept 2009material agreement● NeutralMajor
The Letter Agreement of September 9, 2009 (the amendment flagged earlier) is now disclosed: if HACI stockholders approve the deal, neither HACI nor the Seller can terminate it for delay unless it has not closed by October 6, 2009. It also reallocates some forfeited shares, warrants and earnout shares among HH-HACI and four named individuals. The SEC declared the S-4 effective on September 14, 2009, and the HACI meetings were postponed to September 24, 2009 to give holders more time to review the proxy materials.
14 Sept 2009business combination● Neutral
Amendment No. 4 to the registration statement continues the HACI/Resolute deal with the same terms: the same share and warrant registration amounts, $0.55 cash or a new warrant for public warrants, and the same failure conditions (30% or more of public shares voting against and converting, or a proposal not approved, means HACI liquidates and its warrants expire worthless). The excerpt shows the public warrantholder meeting dated September 24, 2009 (previously September 22) and the stockholder proposals now include electing four directors; the stated October 5, 2009 end date for HACI's existence is unchanged.
9 Sept 2009business combination● Neutral
Amendment No. 3 continues the HACI/Resolute deal, splitting the charter amendment into two separate votes (one on HACI's existence, one allowing a deal with an energy company). It also warns that HACI stockholders who also hold public warrants may face adverse tax consequences from the warrant amendment, and names Thomas O. Hicks among those with potentially conflicting interests. The deal is still pending the September 22, 2009 meetings.
8 Sept 2009business combination● Neutral
Amendment No. 2 continues the HACI/Resolute deal. It adds that HACI's corporate existence would end on October 5, 2009 if the acquisition has not closed, mentions a Letter Agreement amending the August 2 agreement, and notes the board recommendation was by majority vote, with directors and officers having interests that may conflict with holders. It also says that if the stock is not listed on a national exchange, holders may have appraisal rights.
31 Aug 2009business combination● Neutral
Amendment No. 1 to the registration statement continues the HACI/Resolute deal. It now registers up to 120,650,000 shares and 48,400,000 warrants, and sets the public warrantholder meeting for September 22, 2009. It states that if 30% or more of HACI public shares vote against and seek conversion into cash, or the proposals fail, the deal will not close, HACI would have to dissolve and liquidate, and its warrants would expire worthless.
6 Aug 2009business combination● NeutralMajor
Resolute Energy Corporation filed a registration statement for a deal under which Hicks Acquisition Company I (HACI, a listed shell company) stockholders would get a majority of Resolute's common stock, and Resolute would acquire HACI and the business of Resolute Holdings Sub, LLC, under an agreement dated August 2, 2009. HACI public warrantholders could choose $0.55 cash or a new Resolute warrant per warrant, and Resolute plans to list on the NYSE as REN and RENW. This is the start of the deal; it is not yet approved or effective.