Resolute Energy Corporation (NASDAQ:REN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry Into a Material Definitive Agreement.

On December 19, 2016, Resolute Energy Corporation (the Company),
entered into an underwriting agreement (the Underwriting
Agreement) with BMO Capital Markets Corp. and Goldman, Sachs Co.,
as representatives of the several underwriters named therein (the
Underwriters) in connection with the issuance and sale of
3,800,000 shares of the Companys common stock, par value $0.0001
per share (the Shares) in a public offering, at a purchase price
per share to be paid to the Company of $36.9075 (the offering
price to the public of $38.00 per share minus the underwriting
discount and commissions of $1.0925 per share). to the
Underwriting Agreement, the Company granted the Underwriters an
option to purchase up to an additional 570,000 Shares for a
period of 30 days from the date of the Underwriting Agreement. On
December 21, 2016, the Underwriters exercised in full their
option to purchase 570,000 additional Shares, bringing the total
offering to 4,370,000 Shares. The net proceeds from the offering
will be approximately $160.8 million, after deducting the
underwriting discount and commissions and other estimated
offering expenses payable by the Company. The Company expects the
transaction, including the sale of the additional 570,000 Shares
to the option exercised by the Underwriters, to close on or about
December 23, 2016.

The Shares will be offered and sold to the Companys effective
Registration Statement on Form S-3 (Registration No. 333-214480),
previously filed with the Securities and Exchange Commission.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing, obligations of the parties and termination
provisions. Additionally, the Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, or to contribute to payments
the Underwriters may be required to make due to any such
liabilities.

The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated
herein by reference.

A copy of the Underwriting Agreement has been included as an
exhibit to this report to provide security holders with
information regarding its terms. It is not intended to provide
any other factual information about the Company. The
representations, warranties and covenants contained in the
Underwriting Agreement were made solely for purposes of the
offering described above and as of specific dates, were solely
for the benefit of the parties to the Underwriting Agreement, may
be subject to limitations agreed upon by the contracting parties,
and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to security
holders. Security holders are not third-party beneficiaries under
the Underwriting Agreement and should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Underwriting Agreement, which subsequent
information may or may not be fully reflected in the Companys
public disclosures.

Certain of the Underwriters or their affiliates have from time to
time provided investment banking, commercial banking and
financial advisory services to the Company, for which they have
received customary compensation. The Underwriters and their
affiliates may provide similar services in the future. Affiliates
of BMO Capital Markets Corp., Barclays Capital Inc., Capital One
Securities, Inc. and SunTrust Robinson Humphrey, Inc. are lenders
under the Companys Second Amended and Restated Credit Agreement,
as amended.

The legal opinion of Davis Graham Stubbs LLP relating to the
legality of the issuance and sale of the Shares is attached as
Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits. (d) Exhibits.

About Resolute Energy Corporation (NASDAQ:REN)