Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of the close of business on February 28, 2019, the reporting persons beneficially owned an aggregate of 1,192,358 shares of the Issuer’s Common Stock, or 5.1% of the Issuer’s Common Stock outstanding. The calculation of the foregoing percentage was based on 23,329,303 shares of the Issuer’s Common Stock outstanding as of January 18, 2019, as per the Issuer’s Form 8-K dated February 25, 2019.
On November 18, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cimarex Energy Co., a Delaware corporation ("Cimarex"), CR Sub 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Cimarex ("Merger Sub 1"), and Cimarex Resolute LLC (formerly known as CR Sub 2 LLC), a Delaware limited liability company and a direct wholly owned subsidiary of Cimarex ("Merger Sub 2"). On March 1, 2019, Merger Sub 1 merged with and into the Issuer (the "First Merger"), with the Issuer continuing as the surviving corporation in the First Merger, and thereafter, the Issuer merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company in the second merger (together with the First Merger, the "Merger"). Pursuant to the Merger, each share of the Issuer’s Common Stock issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive (in accordance with such holder’s election and subject to proration as described in the Merger Agreement), one of the following forms of consideration: (1) an amount in cash equal to $14.00, without interest, and 0.2366 shares of common stock of Cimarex, par value $0.01 per share; (2) an amount of cash, without interest, equal to $35.00; or (3) 0.3943 shares of Cimarex Common Stock. Accordingly, after the Merger was completed, the reporting persons no longer beneficially owned any shares of the Issuer’s Common Stock.
(b) Percent of Class:
0.0% (See Item 4(a)).
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CUSIP No. | | 76116A306 | SCHEDULE 13G | Page | | 12 | | of | | 15 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingþ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. | | 76116A306 | SCHEDULE 13G | Page | | 13 | | of | | 15 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of March 8, 2019, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP No. | | 76116A306 | SCHEDULE 13G | Page | | 14 | | of | | 15 |
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| | | SIGNATURE | | | | | | | |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: March 8, 2019
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
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By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
|
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By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM MANAGEMENT LLC |
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By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM GROUP MANAGEMENT LLC |
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By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | |
/s/ Israel A. Englander |
Israel A. Englander
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CUSIP No. | | 76116A306 | SCHEDULE 13G | Page | | 15 | | of | | 15 |
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| | | EXHIBIT I | | | | | | | |
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| | | JOINT FILING AGREEMENT | | | | | | | |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Resolute Energy Corporation, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: March 8, 2019
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
|
|
By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM MANAGEMENT LLC |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM GROUP MANAGEMENT LLC |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | |
/s/ Israel A. Englander |
Israel A. Englander
|