SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Resolute Energy Corporation
(Name of Issuer)
Common Stock, 0.0001 par value
(Title of Class of Securities)
76116A108
(CUSIP Number)
Jennifer Terrell
Chief Financial Officer
Goff Capital, Inc.
500 Commerce Street, Ste 700
Fort Worth, Texas 76102
(817).509.3958
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a Copy to:
George Lee
Gardere Wynne Sewell, LLP
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
October 8, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the |
CUSIP 76116A108 | 13D | Page 2 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
John C. Goff |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
PF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
6,147,800 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
6,147,800 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,147,800 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9% |
|
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP 76116A108 | 13D | Page 3 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
The John C. Goff 2010 Family Trust 27-6940537 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
2,289,913 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
2,289,913 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,289,913 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% |
|
14 |
TYPE OF REPORTING PERSON
OO |
CUSIP 76116A108 | 13D | Page 4 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Goff Family Investments, LP 75-2662546 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 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
400,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
400,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
400,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% |
|
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP 76116A108 | 13D | Page 5 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Kulik Partners , LP 26-1505767 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
330,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
330,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
330,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
|
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP 76116A108 | 13D | Page 6 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Cuerno Largo Partners, LP 27-2625185 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
317,800 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
317,800 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
317,800 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
|
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP 76116A108 | 13D | Page 7 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
The Goff Family Foundation 26-0562600 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
74,000 |
8 |
SHARED VOTING POWER
--0-- |
|
9 |
SOLE DISPOSITIVE POWER
74,000 |
|
10 |
SHARED DISPOSITIVE POWER
--0-- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
74,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
|
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP 76116A108 | 13D | Page 8 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Cuerno Largo, LLC 27-2588730 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
317,800 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
317,800 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
317,800 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
|
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP 76116A108 | 13D | Page 9 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Kulik GP, LLC 26-1505712 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
330,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
330,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
330,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
|
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP 76116A108 | 13D | Page 10 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Goff Capital, Inc. 75-2662553 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
400,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
400,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
400,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% |
|
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP 76116A108 | 13D | Page 11 of 19 Pages |
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D (the "Original Schedule 13D") filed by the undersigned on June 22, 2015, as amended and supplemented by Amendment No. 1 to the Original Schedule 13D, filed on July 15, 2015 (as amended and supplemented, collectively, this "Schedule 13D") relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Resolute Energy Corporation (the "Issuer"), a Delaware corporation. The address of the issuer's office is 1700 Lincoln St., Denver, CO 80203. This Amendement No. 2 amends the Schedule 13D as specifically set forth herein. |
CUSIP 76116A108 | 13D | Page 12 of 19 Pages |
Item 3. Source and Amount of Funds or Other Consideration. |
Section 3 is hereby amended in its entirety as follows: The Shares purchased by each of Goff Family Trust, Family Investments, Kulik Partners, Cuerno Partners and Goff Foundation were purchased with working capital in open market purchases. The aggregate purchase price of the 2,289,913 Shares beneficially owned by Goff Family Trust is approximately $2,022,296, including brokerage commissions. The aggregate purchase price of the 400,000 Shares beneficially owned by Family Investments is approximately $439,088, including brokerage commissions. The aggregate purchase price of the 330,000 Shares beneficially owned by Kulik Partners is approximately $363,072, including brokerage commissions. The aggregate purchase price of the 317,800 Shares beneficially owned by Cuerno Partners is approximately $347,775, including brokerage commissions. The aggregate purchase price of the 74,000 Shares beneficially owned by Goff Foundation is approximately $90,075, including brokerage commissions. |
The Shares purchased by John C. Goff, individually, were purchased with personal funds in open market purchases. The aggregate purchase price of the 2,736,087 Shares beneficially owned by John C. Goff is approximately $2,965,012, including brokerage commissions. |
Item 4. Purpose of the Transaction. |
Section 4 is hereby amended in its entirety as follows: The Reporting Persons purchased the Common Stock of the Issuer based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons recognize Management's proactive efforts in navigating the significant downturn in oil prices, including noteworthy salary concessions along with a well-executed strategic plan to reduce debt with sales of non-strategic assets. It is the Reporting Persons' belief that the valuation of the Issuer's securities, both debt and equity, does not reflect these recent actions or the value of the remaining assets. Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock, or dispose of any or all of its Common Stock depending upon an ongoing evaluation of its investment, prevailing market conditions, other investment opportunities, and/or other investment considerations. The purpose of the acquisitions of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for purposes of acquiring or influencing control of the Issuer. Consistent with the rationale, purpose and intentions of the common stock investments, certain of the Reporting Persons have also acquired publicly traded debt securities of the Issuer. |
Consistent with their investment purpose, the Reporting Persons may engage in discussions with one or more stockholders or debtholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, assets, business strategy, and/or financial condition. Except as disclosed above, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. |
CUSIP 76116A108 | 13D | Page 13 of 19 Pages |
Item 5. Interest in Securities of the Issuer. |
Section 5 is hereby amended in its entirety as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 77,511,951 Shares outstanding, as of July 31, 2015, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2015. |
A. Goff Family Trust
|
B. Family Investments
|
C. Goff Capital
|
D. Kulik Partners
|
CUSIP 76116A108 | 13D | Page 14 of 19 Pages |
E. Kulik GP
|
F. Cuerno Partners
|
G. Cuerno GP
|
CUSIP 76116A108 | 13D | Page 15 of 19 Pages |
H. Goff Foundation
|
I. John C. Goff
|
As general partner of the Kulik Partners, Kulik GP may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Kulik Partners Shares. Kulik GP disclaims beneficial ownership of the Kulik Partners Shares, except to the extent of its pecuniary interest therein. |
As general partner of the Cuerno Partners, Cuerno GP may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Cuerno Partner Shares. Cuerno GP disclaims beneficial ownership of the Cuerno Partner Shares, except to the extent of its pecuniary interest therein. |
As general partner of Family Investments, Goff Capital may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of Family Investments Shares. Goff Capital disclaims beneficial ownership of Family Investments Shares, except to the extent of its pecuniary interest therein. |
As trustee of Goff Family Trust, as managing member of Cuerno GP and Kulik GP, as the sole board member of Goff Foundation and as president of Goff Capital; John C. Goff may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Goff Family Trust Shares, the Kulik Partner Shares, the Cuerno Partner Shares, the Goff Foundation Shares and the Family Investments Shares. Mr. Goff disclaims beneficial ownership of those Shares, except to the extent of its pecuniary interest therein. |
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
|
CUSIP 76116A108 | 13D | Page 16 of 19 Pages |
SIGNATURES |
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: October 8, 2015 |
John C. GoffBy: /s/ John C. Goff |
Kulik Partners, LP
|
The John C. Goff 2010 Family Trust
By: /s/ John C. Goff |
Cuerno Largo Partners, LP
|
Kulik GP, LLC
By: /s/ John C. Goff |
The Goff Family Foundation
|
Cuerno Largo, LLC
By: /s/ John C. Goff |
Goff Family Investments, LP
|
Goff Capital, Inc.
By: /s/ John C. Goff |
CUSIP 76116A108 | 13D | Page 17 of 19 Pages |
John C. Goff | ||
Date of Purchase | # of shares | Price per share |
10/8/2015 | 50,000 | $0.5583 |
10/2/2015 | 40,000 | $0.4167 |
9/30/2015 | 100,000 | $0.3967 |
9/17/2015 | 30,000 | $0.4995 |
9/16/2015 | 7,500 | $0.4796 |
8/31/2015 | 70,000 | $0.5029 |
8/28/2015 | 130,000 | $0.4972 |
|
||
TOTAL: | 427,500 | $0.4742 |
CUSIP 76116A108 | 13D | Page 18 of 19 Pages |
The John C. Goff 2010 Family Trust | ||
Date of Purchase | # of shares | Price per share |
10/1/2015 | 147,500 | $0.4092 |
9/30/2015 | 100,000 | $0.3967 |
|
||
TOTAL: | 247,500 | $0.4042 |
Goff Family Investments, LP | ||
Date of Purchase | # of shares | Price per share |
9/30/2015 | 50,000 | $0.3967 |
|
||
TOTAL: | 50,000 | $0.3967 |
CUSIP 76116A108 | 13D | Page 19 of 19 Pages |
Kulik Partners, LP | ||
Date of Purchase | # of shares | Price per share |
9/30/2015 | 30,000 | $0.3967 |
|
||
TOTAL: | 30,000 | $0.3967 |
Cuerno Largo Partners, LP | ||
Date of Purchase | # of shares | Price per share |
9/30//2015 | 17,800 | $0.3967 |
|
||
TOTAL: | 17,800 | $0.3967 |