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): December 16, 2009
RESOLUTE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-34464
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27-0659371 |
(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number) |
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1675 Broadway, Suite 1950
Denver, CO
(Address of principal executive offices)
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80202
(Zip Code) |
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrants Certifying Accountant.
As previously reported, Resolute Energy Corporation (the Company) is the successor, by
merger (the Acquisition), to Hicks Acquisition Company I, Inc. (HACI). The Acquisition was
consummated on September 25, 2009. KPMG served as HACIs independent registered public accounting
firm prior to the Acquisition. As described in the Companys Quarterly Report on Form 10-Q for the
period ended September 30, 2009, for accounting purposes, the Company is the successor to HACI.
Deloitte & Touche LLP (Deloitte & Touche) had been the auditor of the Companys predecessor,
Resolute Natural Resources Company, LLC and related companies (Predecessor Resolute) and was
retained in connection with the filing of the Companys Quarterly Report on Form 10-Q for the three
and nine months ended September 30, 2009. The Company has elected to retain KPMG and to terminate
the relationship between the Company and Deloitte & Touche. On December 16, 2009, the Company
began the process of retaining KPMG LLP (KPMG) to serve as its independent registered public
accounting firm for the fiscal year ended December 31, 2009 and dismissed Deloitte & Touche.
KPMG accepted its appointment as the Companys independent registered public accountants on
December 21, 2009. The decision to retain KPMG was made by the Companys Audit Committee.
The reports of Deloitte & Touche on the balance sheet of the Company as of August 3, 2009, and
the financial statements of the Companys predecessor, Resolute Natural Resources Company, LLC, and
related companies (Predecessor Resolute) as of and for the fiscal years ended December 31, 2008
and 2007 contained no adverse opinion or disclaimer of opinion, nor were the reports qualified or
modified as to uncertainty, audit scope or accounting principles; except that the report on
Predecessor Resolute for the fiscal year ended December 31, 2008 did contain a going concern
uncertainty paragraph. Deloitte & Touche also was retained in connection with the filing of the
Companys Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2009.
The decision to dismiss Deloitte & Touche was made by the Companys Audit Committee.
During the fiscal years ended December 31, 2008 and 2007, and during the subsequent interim
period that began on January 1, 2009 and ended on December 16, 2009, there were no disagreements
with Deloitte & Touche on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if they had occurred and not been
resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make
reference to such disagreements in their reports on the financial statements for such years; and
there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Deloitte & Touche with a copy of the foregoing disclosures. Deloitte
& Touche has furnished the Company with a letter addressed to the SEC stating whether or not
Deloitte & Touche agrees with the above statements. A copy of that letter is attached hereto as
Exhibit 16.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit 16.1
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Letter from Deloitte & Touche to the Securities and Exchange Commission dated December
22, 2009. |