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

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

Item 1.01Entry into a Material Definitive Agreement.

Effective May 8, 2017, Resolute Energy Corporation (the Company)
and certain of its subsidiaries, as guarantors, entered into the
First Amendment to the Third Amended and Restated Credit
Agreement (the First Amendment), amending that certain Third
Amended and Restated Credit Agreement dated as of February 17,
2017 with a syndicate of banks led by Bank of Montreal, as
Administrative Agent, Capital One, National Association, as
syndication agent, and Barclays Bank PLC, ING Capital LLC and
SunTrust Bank, as co-documentation agents (the Credit
Agreement).The First Amendment, among other things, amended the
leverage ratio covenant set forth in Section 9.01(b) of the
Credit Agreement to (a) increase the maximum ratio to (a)
4.50:1.00 for the fiscal quarter ending June 30, 2017, (b)
4.25:1.00 for the fiscal quarter ending September 30, 2017, and
(c) 4.00:1.00 for fiscal quarters ending thereafter.Furthermore,
the First Amendment amended the debt covenant in Section
9.02(f)(ii) of the Credit Agreement to provides that the
borrowing base shall automatically be reduced by 25% of all
unsecured indebtedness of the Company in excess of $500 million,
which limit was previously $400 million.

The foregoing summary of the First Amendment is qualified in its
entirety by reference to the copy of the First Amendment attached
hereto as Exhibit 10.1 and incorporated herein by reference. The
Third Amended and Restated Credit Agreement, dated as of February
17, 2017, is filed as Exhibit 10.2 to the Companys Annual Report
on Form 10-K filed on March 13, 2017.

Item 7.01 Regulation FD Disclosure.

In connection with a private offering of $125 million in
aggregate principal amount of 8.50% senior notes due 2020 (the
Notes) by the Company, the Company is disclosing certain
information to prospective investors in a preliminary offering
memorandum dated May 9, 2017 (the Preliminary Offering
Memorandum).

On March 3, 2017, the Company filed a Current Report on Form 8-K
disclosing that Resolute Natural Resources Southwest, LLC
(Buyer), a wholly-owned subsidiary of the Company, entered into a
Purchase and Sale Agreement (the Purchase Agreement) with private
sellers to which Buyer agreed to acquire certain producing and
undeveloped oil and gas properties in the Delaware Basin in
Reeves County, Texas (the Delaware Basin Bronco
Acquisition).Historical financial statements of the oil and gas
properties to be acquired in the Delaware Basin Bronco
Acquisition, the PetroCap Properties (as defined in Exhibit 99.1)
and the CPX Properties (as defined in Exhibit 99.2), and pro
forma consolidated financial statements giving effect to the
properties acquired from each Seller in the Delaware Basin Bronco
Acquisition as if it had been completed on January 1, 2016, are
also included in the Preliminary Offering Memorandum.

The audited statement of revenue and direct operating expenses of
the PetroCap Properties for the year ended December 31, 2016,
including the notes and the report of KPMG LLP with respect
thereto, and the unaudited statement of revenue and direct
operating expenses of the PetroCap Properties for the three
months ended March 31, 2017, including the notes thereto, are
furnished as Exhibit 99.1 hereto and incorporated by reference
herein.

The audited statement of revenue and direct operating expenses of
the CPX Properties for the year ended December 31, 2016,
including the notes and the report of KPMG LLP with respect
thereto, and the unaudited statement of revenue and direct
operating expenses of the CPX Properties for the three months
ended March 31, 2017, including the notes thereto, are furnished
as Exhibit 99.2 hereto and incorporated by reference herein.

The following unaudited pro forma consolidated financial
statements giving effect to the Delaware Basin Bronco Acquisition
are furnished as Exhibit 99.3 hereto and incorporated by
reference herein:

In addition, the Company disclosed in the Preliminary Offering
Memorandum that (i) outstanding borrowings under the Credit
Agreement were $42 million at April 30, 2017 and (ii) as of March
31, 2017, the Company would have been able to make approximately
$300 million of restricted payments under the indenture governing
its senior notes, subject to certain limitations contained in the
indenture and in the covenants governing the Companys other
indebtedness.

The information in this Item 7.01, including Exhibit 99.1,
Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K,
is being furnished and shall not be deemed to be filed for the
purposes of Section 18 of the Securities and Exchange Act of 1934
(the Exchange Act) or otherwise subject to the liabilities of
such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933 or
the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.

Item 8.01 Other Events.

On May 9, 2017, Resolute Energy Corporation issued a press
release announcing that it intends to effect a private offering
of senior notes to certain eligible purchasers. A copy of the
press release is filed as Exhibit 99.4 hereto. The press release
is neither an offer to sell nor the solicitation of an offer to
buy the notes or any other securities. The notes will be offered
in the United States only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the Securities Act) and
outside the United States in reliance on Regulation S under the
Securities Act. The notes and the related guarantees have not
been registered under the Securities Act, or any state securities
laws, and may not be offered or sold in the United States without
registration or an applicable exemption from registration
requirements.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of Businesses to be Acquired.

(b)Pro forma financial information.

The following unaudited pro forma consolidated financial
statements giving effect to the Delaware Basin Bronco Acquisition
are attached hereto as Exhibit 99.3 and incorporated by reference
herein:

(d)Exhibits.

About Resolute Energy Corporation (NYSE:REN)
Resolute Energy Corporation is an independent oil and gas company. The Company is engaged in the exploitation, development, exploration for and acquisition of oil and gas properties. Its properties are Aneth Field located in the Paradox Basin in southeast Utah (the Aneth Field Properties or Aneth Field), and the Permian Basin in Texas and southeast New Mexico (the Permian Properties or Permian Basin Properties). It has an interest in gas gathering and compression facilities located within and adjacent to its Aneth Field Properties. Aneth Field is an oil field in southeast Utah, which produces approximately 6,290 equivalent barrels of oil per day. It owns working interests in the Aneth Unit, the McElmo Creek Unit and the Ratherford Unit. The Company has interests in approximately 27,750 gross (17,570 net) acres in the Permian Basin of Texas and southeast New Mexico. It covers over two project areas, including the Delaware Basin project area and the Northwest Shelf project area. Resolute Energy Corporation (NYSE:REN) Recent Trading Information
Resolute Energy Corporation (NYSE:REN) closed its last trading session up +2.16 at 40.29 with 687,206 shares trading hands.