New Directors Added from Goff Capital, RR
Advisors, and Monarch Alternative Capital
Resolute Energy Corporation (“Resolute” or the “Company”)
(NYSE:REN) today announced that it has appointed three new outside
directors, determined to seek stockholder approval of a proposal to
declassify its Board of Directors and reached a settlement with
Monarch Alternative Capital LP.
In addition, as part of its ongoing effort to enhance
stockholder value, the expanded Resolute Board will promptly
conduct an in-depth review, assisted by its financial advisers,
Goldman Sachs & Co. LLC and Petrie Partners, LLC, of Resolute’s
business plan, competitive positioning and any potential strategic
alternatives that will enhance the Company’s goal of creating
stockholder value.
The newly appointed directors are Joseph Citarrella, Managing
Principal of Monarch Alternative Capital LP; Wilkie Colyer,
Principal of Goff Capital, Inc.; and Robert Raymond, founding
member and portfolio manager of RR Advisors, LLC d/b/a RCH Energy.
Mr. Citarrella will serve in the director class that will
stand again for election in 2019 and Messrs. Colyer and Raymond
will serve in the director class that will stand again for election
in 2020. As a result of these appointments, the Board will
comprise 11 directors.
Rick Betz, Resolute’s Chief Executive Officer, said, “We are
excited to welcome Joe, Wilkie and Rob to the Resolute Board and
welcome their input as stockholder representatives. They each
bring independent perspectives and significant expertise in areas
critical to the continued success of Resolute. On behalf of
the Board, I look forward to building on the Company’s strong
momentum and working together with Joe, Wilkie and Rob as we
execute our 2018 operating plan and drive significant production
growth. Furthermore, we believe that the in-depth strategic
review will help ensure the Company continues to consider all
avenues to further enhance stockholder value.”
Joseph Citarrella, Managing Principal of Monarch Alternative
Capital LP, said, “As long-term investors of Resolute, we are
pleased to have worked constructively with Resolute’s Board and
management to reach this agreement. We have seen the
successful transformation of Resolute into a pure play Permian
basin operator and believe there is still significant upside
potential from here. I look forward to participating in the
strategic review to be launched by the newly expanded Board.
We also welcome the proposed de-classification of the Board,
bringing Resolute in line with an important corporate governance
best practice.”
Resolute’s directors are currently divided into three classes,
with the members of each class serving staggered three-year terms.
At its 2018 Annual Meeting, the Company will seek stockholder
approval to amend Resolute’s certificate of incorporation to
provide for the declassification of the Board. If approved by
the Company’s stockholders at the 2018 Annual Meeting, each
director elected at the 2018 Annual Meeting and each director
elected at each future annual meeting will be elected for a
one-year term such that commencing with the 2020 Annual Meeting,
all directors standing for election at such meeting will be elected
for one-year terms.
“Resolute is committed to taking actions that address
stockholder feedback and are in the best interests of the Company
and all of its stockholders. To that end, and following
extensive engagement with stockholders, we decided to make certain
changes to enhance the Company’s governance. Today’s actions
demonstrate our commitment to strong corporate governance and Board
refreshment,” Betz commented.
Monarch Energy Holdings LLC and Monarch Alternative Capital LP,
currently own approximately 9.5% of the Company’s outstanding
shares. Under the terms of the settlement agreement, Monarch
will withdraw its nominations for directors at the 2018 Annual
Meeting, vote its shares in favor of all of the Board’s nominees at
the 2018 Annual Meeting and abide by customary standstill
provisions and voting commitments. The complete agreement
will be included as an exhibit to a Current Report on Form 8-K,
which will be filed with the Securities and Exchange Commission
(“SEC”).
Goldman Sachs & Co. LLC and Petrie Partners, LLC served as
financial advisors to the Company. Arnold & Porter and
Wachtell, Lipton, Rosen & Katz served as legal counsel to the
Company. Willkie Farr & Gallagher LLP served as legal
counsel to Monarch Alternative Capital LP.
About Joseph Citarrella
Joseph Citarrella is a Managing Principal at Monarch Alternative
Capital LP (“Monarch”). 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., a Houston-based independent oil and gas company.
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.
About Wilkie Colyer
Wilkie Colyer is a Principal for Goff Capital, Inc. ("Goff
Capital"), the family office of John C. Goff, and Senior Vice
President, Investments of Goff Focused Strategies LLC (“GFS”), an
exempt reporting advisor with the SEC. Goff Capital and
private funds advised by GFS hold more than 7% of the Company's
common stock. Since joining Goff Capital in 2007, Mr. Colyer
has been responsible for all energy investing for Goff Capital and
GFS and has held a material role in public and private investments
in sectors including financial services and real estate, among
others. Mr. Colyer has served on the board of directors of
Mid-Con Energy Partners, LP since 2017. Mr. Colyer received a
Bachelor of Arts in Economics from the University of Texas at
Austin. Mr. Colyer holds the Chartered Financial Analyst
("CFA") designation and is a member of the CFA Society of
Dallas-Fort Worth.
About Robert Raymond
Robert Raymond is the founding member and portfolio manager of
RR Advisors, LLC d/b/a RCH Energy which acts as the Registered
Investment Advisor (RIA) to a series of private investment
partnerships and separately managed accounts. RR Advisors,
LLC was founded in 2004 in partnership with Trammell Crow Interests
Company, d/b/a Crow Family Holdings, and its affiliates
(collectively, “Crow Family Holdings”), a family office
headquartered in Dallas, TX. Mr. Raymond joined Crow Family
Holdings in May of 1994 and subsequently built and managed their
energy investment program from 1996-2004. Mr. Raymond is a
founding member and advisory board member of IOG Capital, LP, an
independent board member of Navitas Midstream, LLC, Decisions
Sciences International Corporation, Streamline Chemical
Corporation, V EYE P, LLC and a board member of the Episcopal
School of Dallas. Mr. Raymond is involved in several private
investment activities related to the oil and gas industry including
the oilfield services sector, minerals, royalties and specialized
technology applications. Mr. Raymond graduated from the
University of Wisconsin in 1994 with a Bachelor of Arts Degree in
Economics.
About Resolute Energy Corporation
Resolute is an independent oil and gas company focused on the
acquisition and development of unconventional oil and gas
properties in the Delaware Basin portion of the Permian Basin of
west Texas. For more information, visit www.resoluteenergy.com. The
Company’s common stock is traded on the NYSE under the ticker
symbol “REN.”
Cautionary Statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Words such as
“expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“poised,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions are intended to identify such forward-looking
statements; however the absence of these words does not mean the
statements are not forward-looking. Forward-looking
statements in this press release include matters that involve known
and unknown risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
differ materially from results expressed or implied by this press
release. Actual results may differ materially from those
contained in the forward-looking statements in this press release.
Resolute undertakes no obligation and does not intend to update
these forward-looking statements to reflect events or circumstances
occurring after the date of this press release. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. You are
encouraged to review “Cautionary Note Regarding Forward Looking
Statements” and “Item 1A - Risk Factors” and all other disclosures
appearing in the Company’s Form 10-K and Form 10-K/A for the year
ended December 31, 2017, subsequent quarterly reports on Form 10-Q
and subsequent filings with the SEC for further information on
risks and uncertainties that could affect the Company’s businesses,
financial condition and results of operations. All forward-looking
statements are qualified in their entirety by this cautionary
statement.Contact:HB JuenglingVice President -
Investor RelationsResolute Energy Corporation303-534-4600,
extension 1555hbjuengling@resoluteenergy.com
Additional Media Contacts:Andrew Siegel or
Joseph SalaJoele Frank, Wilkinson Brimmer Katcher212-355-4449
Resolute Energy Corp. Comon Stock (NYSE:REN)
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