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 AgreementItem 1.01Entry into a Material Definitive Agreement.

Purchase and Sale Agreement for Aneth Field

On September 14, 2017, Resolute Energy Corporation (“Resolute”) and certain of its wholly-owned subsidiaries (together, the “Sellers”) entered into a Membership Interest and Asset Purchase Agreement (the “Purchase and Sale Agreement”) to which Sellers have agreed to sell their respective equity interests in Resolute Aneth, LLC, the entity which holds all of Resolute’s interest in Aneth Field, and certain other assets associated with Aneth Field operations, to an affiliate of Elk Petroleum Limited (ASX: ELK) (the “Buyer”) for total potential consideration of up to $195 million (the “Aneth Disposition”).

Under the terms of the Purchase and Sale Agreement, Buyer will fund a performance deposit of $10 million creditable against the purchase price.Sellers will receive cash consideration of $160 million at closing, subject to customary purchase price adjustments, and additional cash consideration of up to $35 million if oil prices exceed certain levels in the three years after closing, as follows: Buyer will pay Resolute $40,000 for each week day in the twelve months after closing that the WTI spot oil price exceeds $52.50 per barrel (up to $10 million); $50,000 for each week day in the twelve months following the first anniversary of closing that the oil price exceeds $55.00 per barrel (up to $10 million) and $60,000 for each week day in the twelve months following the second anniversary of closing that the oil price exceeds $60.00 per barrel (up to $15 million).

The closing of the Aneth Disposition is expected to occur on or about October 27, 2017 and is subject to the satisfaction or waiver of certain customary conditions, including the material accuracy of the representations and warranties of Buyer and Sellers, and performance of covenants.The Aneth Disposition will have an effective date of October 1, 2017.The Purchase and Sale Agreement contains terms and conditions customary to transactions of this type, including the obligation of Sellers to conduct the business of the acquired entity and Aneth Field in all material respects in the usual, regular and ordinary manner consistent with past practice and to refrain from taking certain specified actions without the consent of Buyer.Subject to the right of Buyer to be indemnified for certain liabilities and for breaches of representations, warranties and covenants for a limited period of time, Buyer will assume substantially all of Sellers’ liabilities associated with the acquired entity and Aneth Field.The Purchase and Sale Agreement also contains certain customary termination rights for each of Buyer and Sellers.

The Purchase and Sale Agreement also provides that Sellers, on behalf of Buyer, will enter into certain hedge arrangements in connection with the Aneth Disposition, which will then be novated to Buyer at the closing. Whether or not closing occurs, Buyer is obligated to reimburse Sellers for costs and expenses related to the entry into, or novation or transfer of, the hedging arrangements. Buyer is also obligated to indemnify Sellers for certain liabilities arising from or attributable to the hedging arrangements if the Purchase and Sale Agreement is terminated under certain circumstances.The proceeds of the Aneth Disposition initially will be used to repay borrowings under Resolute’s revolving credit facility.

Item 7.01 Regulation FD Disclosure.

On September 14, 2017, Resolute issued a press release announcing the execution of the Purchase and Sale Agreement.A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01, including Exhibit99.1 to this Current Report on Form8-K, is being furnished and shall not be deemed to be “filed” for the purposes of Section18 of the Securities and Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Resolute Energy Corp ExhibitEX-99.1 2 ren-ex991_6.htm EX-99.1 ren-ex991_6.htm Exhibit 99.1     RESOLUTE ENERGY CORPORATION ANNOUNCES AGREEMENT TO SELL ANETH FIELD FOR UP TO $195 MILLION INCLUDING $160 MILLION CASH PLUS UP TO $35 MILLION OF CONTINGENT CONSIDERATION     Denver,…To view the full exhibit click here
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.