Each one in plain English, with the numbers worked through for a shareholder.
12 Apr 2012material agreement● NeutralMajor
On April 9, 2012 the company bought, together with the Navajo Nation Oil and Gas Company (NNOG), all of Denbury's Aneth Field interests (13% of the Aneth Unit, 11% of the Ratherford Unit) for $75 million, split 50/50. NNOG also exercised an option to buy 10% of the company's Aneth interest for $100 million, paid as two $50 million transfers in July 2012 and January 2013. NNOG's other option was cancelled, and one remaining 10% option is exercisable in July 2017 at fair market value. The press release says that once everything closes, working interests stay essentially unchanged at 62% (Aneth Unit) and 59% (Ratherford Unit) and fall to 67.5% from 75% in McElmo Creek.
On August 31, 2011 the company's subsidiary signed a new crude oil sale agreement with Western Refining Southwest, replacing the August 2009 agreement. It covers up to 8,000 barrels a day plus up to 3,000 barrels a day of additional volume, at the same $6.25-per-barrel discount to NYMEX as before (with future adjustments for any higher transport cost). The base volume runs two years and the additional volume six months from August 1, 2011, then month-to-month unless ended on notice.
The company and the Pine River affiliates pushed the expected closing of the October 2010 warrant exchange to November 15, 2010, to allow time for required regulatory approvals. This delays but does not change the deal described on October 7.
On October 5, 2010 the company's subsidiary signed an amendment with Kinder Morgan CO2 extending its CO2 supply contract from the end of 2016 to the end of 2020. The amendment also raises available volumes, commits the company to about 176.5 Bcf over the term, and lowers the CO2 price. The filing calls this contract the company's principal CO2 source for developing Aneth Field, the asset acquired in the 2009 deal. No dollar price is given.
7 Oct 2010capital raising announcement● NeutralMajor
On October 7, 2010 the company agreed with Pine River affiliates (which disclosed a 7% stake in November 2009) to turn 4,384,108 of its $13.00 public warrants plus $12,116,884 in cash into 1,775,107 new common shares. Of these, 932,068 shares come from exercising warrants for cash and 843,039 shares from swapping 3,452,040 warrants. This adds shares and removes warrants from the structure set up at the 2009 acquisition; closing was expected around October 22, 2010.
The company dropped Deloitte & Touche as its auditor and began hiring KPMG for the 2009 year; KPMG accepted on December 21, 2009. KPMG had audited the acquired shell company (HACI) before the September 2009 deal. The filing says the Audit Committee made the decision and that there were no disagreements with Deloitte; Deloitte's report on the predecessor's 2008 statements did include a going-concern paragraph.
On November 15, 2009, Resolute Aneth, Resolute and lenders signed a Seventh Amendment to the credit agreement. It changes the definition of EBITDA to add back transaction costs from the HACI acquisition, which closed in September. This continues the credit facility changes made around the deal, and the filing gives no figures.
1 Oct 2009asset acquisition disposition▲ GoodMajor
The HACI/Resolute deal closed on September 25, 2009, and HACI became a wholly-owned subsidiary of Resolute Energy Corporation. After closing there were 53,154,883 Resolute shares outstanding, after 11,592,084 HACI shares were converted to cash and 7,503,133 shares bought by HACI were retired. Nicholas J. Sutton is CEO, James M. Piccone is President, General Counsel and Secretary, and Theodore Gazulis is CFO. HH-HACI holds about 19.0% and Resolute Holdings, LLC about 22.9% of the common stock. This resolves the pending-deal thread; HACI's liquidation risk did not occur.
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.
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.
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.
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.
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.
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.
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.
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.
