NEW YORK, March 12, 2018 /PRNewswire/ -- Monarch
Energy Holdings LLC, together with the other participants named
therein (collectively, "Monarch" or "we"), the beneficial owners of
approximately 9.75% of the outstanding shares of Resolute Energy
Corporation (NYSE:REN) ("Resolute" or the "Company"), today filed a
preliminary proxy statement and accompanying proxy card with the
Securities and Exchange Commission for the election of its slate of
highly qualified director nominees at Resolute's 2018 annual
meeting of stockholders.
On January 26, 2018, Monarch sent
a letter to Resolute's board of directors (the "Board") and
management outlining a series of steps necessary to maximize value
for all stockholders. These proposed steps included increasing
stockholder representation on the Board, forming a committee of the
Board to explore strategic transactions to maximize value, and
engaging a reputable financial advisor to assist in that endeavor.
Since then, according to media reports, other stockholders have
expressed their concerns with the current strategic approach of the
Resolute Board and management.
As described in greater detail in our preliminary proxy
statement, on February 7, 2018,
representatives of the Company and Monarch met to discuss Monarch's
proposed changes to the Board. Since then, other than contacting
Monarch to schedule interviews of its director nominees in the
ordinary course of preparing for the 2018 annual meeting of
stockholders, the Company has not initiated contact or made any
attempt at furthering a constructive dialogue with Monarch to
resolve our proposals without a proxy fight. While Monarch remains
open to engaging in further discussions toward a consensual
agreement, Resolute's failure to communicate with Monarch over the
last month with respect to our proposed steps suggests that it has
embarked on an ill-advised scorched-earth policy that is not in the
best interests of the Company's stockholders and reflects an
entrenched Board. We believe the Company may have no genuine
interest in pursuing the meaningful changes necessary to maximize
stockholder value.
To ensure that the interests of stockholders are voiced and
heard in the boardroom, Monarch has nominated the following slate
of three highly qualified director candidates:
Patrick Bartels is a
Managing Principal with MAC and a proposed nominee to the board.
Mr. Bartels has served on numerous public and private boards and
has over 20 years of investment experience, including across
complex situations in North
America and Europe. Prior to joining Monarch in 2002,
Mr. Bartels was a high-yield investments analyst at Invesco. He
began his career at PricewaterhouseCoopers LLP. Mr. Bartels
currently serves on the board of directors of Arch Coal, Inc.,
where he is a member of the Nominating and Corporate Governance and
Personnel and Compensation Committees. Previously, Mr. Bartels
served on the board of directors of WCI Communities Inc.
(2009-2017). As a fiduciary for stockholders, Mr. Bartels has a
demonstrated record of value-added returns through capital markets
transactions and M&A processes. Mr. Bartels holds the
Chartered Financial Analyst designation and a bachelor's degree in
accounting, with a concentration in finance, from Bucknell University.
Joseph Citarrella is a
Managing Principal with MAC and a proposed nominee to the
Board. Mr. Citarrella would bring extensive relevant sector
and financial expertise to this role. In addition to his investment
responsibilities at Monarch, Mr. Citarrella has served since
August 2017 as non-executive Chairman
of the Board of Vanguard Natural Resources, Inc. ("Vanguard"), a
Houston-based independent oil and
gas company with operations across Wyoming, Colorado, Texas, Louisiana, and Oklahoma. Mr. Citarrella also serves as a
member of Vanguard's Strategic Opportunities Committee, which is
responsible for overseeing an ongoing strategic review of
Vanguard's asset base and development plans, as well as Vanguard's
Compensation Committee, Nominating and Corporate Governance
Committee and Health, Environmental and Safety Committee. In this
capacity, Mr. Citarrella has worked closely with management, the
Board, and financial advisor Jefferies LLC to evaluate potential
strategic transactions and pursue targeted objectives to maximize
stockholder value. Prior to joining Monarch in May 2012, Mr. Citarrella was an Associate at
Goldman Sachs in the Global Investment Research group, covering the
integrated oil, exploration and production, and refining sectors.
Mr. Citarrella received a B.A. in Economics from Yale University.
Samuel Langford serves as
Principal of Langford Upstream Advisory, L.L.C., a position he has
held since 2013. Mr. Langford has also acted as Consulting Advisor
to Silverpoint Capital since 2015. Prior to Langford Upstream
Advisory, L.L.C., Mr. Langford was employed by Newfield Exploration
Co. where he served in various positions, including as Senior
Corporate Advisor (2011–2012), General Manager, Mid-Continent
Business Unit (2011), Vice President, Corporate Development
(2009–2011) and Manager, Acquisitions, Planning and Commercial
Development, Mid-Continent (2004-2009). Mr. Langford has also
worked with Cockrell Oil Corporation, British Gas Exploration
America, Tenneco Oil Company and Exxon USA in various technical and managerial
positions. Mr. Langford currently serves on the boards of directors
of Chaparral Energy, Inc., where he is a member of the Audit and
Compensation Committees, and of Basic Energy Services, Inc., where
he is a member of the Nominating and Corporate Governance
Committee. He received his Bachelor of Science degree in Mechanical
Engineering from Auburn University.
Stockholders are encouraged to read the preliminary proxy
statement for more information.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
Monarch Energy Holdings LLC, together with the other
participants named herein (collectively, "Monarch"), may be deemed
to be participants in the solicitation of proxies from stockholders
in connection with the election of directors to the Board of
Directors of Resolute Energy Corporation, a Delaware corporation (the "Company"), at the
Company's upcoming 2018 annual meeting of stockholders, or any
other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof
(the "Annual Meeting"). On March 12,
2018, Monarch filed a preliminary proxy statement with the
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for the Annual Meeting. Prior to the
Annual Meeting, Monarch will furnish a definitive proxy statement
to the Company's stockholders (the "Definitive Proxy Statement"),
together with a GOLD proxy card. STOCKHOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT MONARCH
WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Additional information regarding the identity of the participants
and their direct or indirect interests, by security holdings or
otherwise, is set forth in the preliminary proxy statement for the
Annual Meeting and will be set forth in the Definitive Proxy
Statement and other materials to be filed with the SEC in
connection with the Annual Meeting.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS
IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE
PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR GEORGESON LLC TOLL-FREE AT 866-482-5136.
Contact:
Charlotte Stone / Jeremy Fielding
Kekst
212-521-4800
View original content with
multimedia:http://www.prnewswire.com/news-releases/monarch-files-preliminary-proxy-statement-to-elect-slate-of-nominees-to-the-board-of-resolute-energy-corporation-300612297.html
SOURCE Monarch
