UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 29, 2016
RESOLUTE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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27-0659371 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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1700 Lincoln Street, Suite 2800 Denver, CO |
80203 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: 303-534-4600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On November 29, 2016, Resolute Natural Resources Company, LLC, a wholly owned subsidiary of Resolute Energy Corporation, and Kinder Morgan CO 2 Company, L.P. entered into an amendment to the Product Sale and Purchase Contract dated July 1, 2007 (the “Amendment”). The Amendment, which is effective October 1, 2016, modified the annual and aggregate volume commitments for CO 2 purchases under the contract and also provides for other administrative amendments.
The foregoing summary of the Amendment is qualified in its entirety by reference to the copy of the Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Amendment No. 8 to Product Sale and Purchase Contract, dated November 29, 2016 effective October 1, 2016, by and between Resolute Natural Resources Company, LLC and Kinder Morgan CO 2 Company, L.P. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: December 1, 2016 |
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RESOLUTE ENERGY CORPORATION |
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By: |
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/s/ James M. Piccone |
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James M. Piccone |
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President |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Amendment No. 8 to Product Sale and Purchase Contract, dated November 29, 2016 effective October 1, 2016, by and between Resolute Natural Resources Company, LLC and Kinder Morgan CO 2 Company, L.P. |
Exhibit 10.1
AMENDMENT NO. 8
Product Sale and Purchase Contract
Dated July 1, 2007
By and between
Resolute Natural Resources Company, LLC
and
Kinder Morgan CO 2 Company, L.P.
THIS AMENDMENT is made and entered into effective the first day of October 2016, by and between Resolute Natural Resources Company, LLC (“Buyer”) and Kinder Morgan CO 2 Company, L.P. (“Seller”).
PREMISES:
WHEREAS, Buyer and Seller are parties to a Product Sale and Purchase Contract Dated July 1, 2007 (“Contract”); and
WHEREAS, Buyer and Seller last amended the Contract effective January 1, 2016 (“Contract”); and
WHEREAS, Buyer and Seller desire to restructure the Contract for the purpose of (i) increasing Buyer’s volume requirements including Buyer’s commitment to take such additional volume (ii) modification of payment terms and (iii) modification of the Financial Assurance provision;
NOW, THEREFORE, in consideration of the premises and mutual benefits and covenants herein contained, Buyer and Seller agree as follows:
1. Section 8.1 shall be deleted in its entirety and replaced with the following:
“8.1 Payment . Seller shall notify Buyer of the total actual quantity of Product delivered by Seller at the Delivery Po int during each Month by the third (3 rd ) work Day after the fifteenth (15 th ) Day of the month and again by the third (3 rd ) work Day following the end of such Month. Seller shall furnish to Buyer, via email, a mid-month invoice showing the total actual quantity of Product delivered hereunder during the first fifteen (15) Days of the Month at the Delivery Point. Buyer shall make payment to Seller of the amount of such mid-Month invoice on or before seven (7) Days after the date of receipt of such invoice. After the end of each Month, Seller shall furnish to Buyer via email, a Monthly invoice showing the total quantity of Product delivered hereunder during such preceding Month at the Delivery Point, such invoice to include the Deficiency Credit balance as calculated per Article 5.3 and an appropriate set-off as a result of the mid-Month payment made by Buyer. Buyer shall make payment to Seller of the amount of such invoice
on or before seven (7) Days after the date of receipt of such invoice. All payments shall be electronically transferred to:
Payment by Wire:
Kinder Morgan CO 2 Company, L.P.
Wells Fargo Bank, NA
ABA #121 000 248
Account # 412 104 9456”
2. Section 8.5 shall be deleted in its entirety and replaced with the following:
“8.5 Financial Assurance . In conjunction with execution of Amendment No. 8 to the Contract, Buyer has entered into, in favor of Seller, a Revolving Letter of Credit from a U.S. band approved by Seller, in the form substantially similar to Exhibit “C” attached hereto and incorp orated herein, in the amount of five hundred fifty thousand dollars ($550,000). Seller may from time to time, in its sole and reasonable discretion, require an increase of the Revolving Letter of Credit to account for material increases in the Unit Price as a result of the P-5 WTI postings. If such Revolving Letter of Credit increase is not received by Seller within ten (10) business Days from the demand therefor, then Seller at its option may suspend performance of this Contract immediately. In addition, if Buyer, within fifteen (15) Days’ notice from Seller, has not paid all past due obligations under this Contract or has failed to provide a requested Revolving Letter of Credit increase, Seller may terminate this Contract immediately.”
3. Exhibit “A-7” shall be replaced in its entirety with Exhibit “A-8”, attached hereto, and any references in the Contract to Exhibit “A”, Exhibit “A-1”, Exhibit “A-2”, Exhibit “A-3”, Exhibit “A-4”, Exhibit “A-5”, Exhibit “A-6”, Exhibit “A-7” and Exhibit “B” will now be referred to as Exhibit “A-8”.
All other terms and conditions contained in the Contract shall remain in full force and effect.
IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment No. 8 to be executed by their duly authorized representatives effective as of October 1, 2016.
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“Buyer” |
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“Seller” |
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Resolute Natural Resources Company, LLC |
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Kinder Morgan CO 2 Company, L.P. |
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By: |
/s/ Patrick Flynn |
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By: |
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/s/ Jesse Arenivas |
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Name: |
Patrick Flynn |
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Name: |
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Jesse Arenivas |
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Title: |
Vice President |
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Title: |
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President |
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Date: |
11/1/2016 |
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Date: |
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11/29/2016 |
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TO THE
PRODUCT SALE AND PURCHASE CONTRACT
BY AND BETWEEN
RESOLUTE NATURAL RESOURCES COMPANY
AND
KINDER MORGAN CO 2 COMPANY, L.P.
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Contract Year |
Number of Days |
Daily Contract Quantity in Mcf |
Annual Contract Quantity in Mcf |
Annual Contract Quantity in Bcf |
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Jul-07 |
31 |
6,000 |
186,000 |
0.186 |
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Aug-07 |
31 |
5,497 |
170,407 |
0.170 |
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Sep-07 |
30 |
11,344 |
340,320 |
0.340 |
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Oct-07 |
31 |
25,200 |
781,200 |
0.781 |
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Nov-07 |
30 |
24,889 |
746,670 |
0.747 |
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Dec-07 |
31 |
24,445 |
757,795 |
0.758 |
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2008 |
366 |
32,245 |
11,801,670 |
11.802 |
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2009 |
365 |
50,000 |
18,250,000 |
18.250 |
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Jan-Aug 2010 |
243 |
41,000 |
9,963,000 |
9.963 |
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Sep-Dec 2010 |
122 |
45,000 |
5,490,000 |
5.490 |
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2011 |
365 |
58,000 |
21,170,000 |
21.170 |
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2012 |
366 |
48,000 |
17,568,000 |
17.568 |
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2013 |
365 |
72,000 |
26,280,000 |
26.280 |
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2014 |
365 |
55,000 |
20,075,000 |
20.075 |
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2015 |
365 |
60,000 |
21,900,000 |
21.900 |
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Jan-Sep 2016 |
274 |
45,000 |
12,330,000 |
12.330 |
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Oct-Dec 2016 |
92 |
25,000 |
2,300,000 |
2.300 |
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2017 |
365 |
25,000 |
9,125,000 |
9.125 |
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2018 |
365 |
25,000 |
9,125,000 |
9.125 |
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2019 |
365 |
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- |
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2020 |
366 |
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- |
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188,360,062 |
188.360 |