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): September 9, 2009
HICKS ACQUISITION COMPANY I, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-33704
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20-8521842 |
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(Commission File Number)
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(I.R.S. Employer |
| incorporation)
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Identification Number) |
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| 100 Crescent Court, Suite 1200 |
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| Dallas, TX
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75201 |
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(Zip code) |
| executive offices) |
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(214) 615-2300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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| Item 1.01 |
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Entry into Material Definitive Agreement. |
On September 15, 2009, Hicks Acquisition Company I, Inc., a Delaware corporation (the
“Company”), announced the execution of a Letter Agreement, dated September 9, 2009, by and among
the Company, Resolute Holdings Sub, LLC (“Seller”), Resolute Energy Corporation, a wholly-owned
subsidiary of Seller (“Resolute”), Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute
Holdings, LLC, HH-HACI, L.P. (the “Founder”), William H. Cunningham, William A. Montgomery, Brian
Mulroney, and William F. Quinn (the “Letter Agreement”). The Letter Agreement amends that certain
Purchase and IPO Reorganization Agreement, dated as of August 2, 2009 (the “Acquisition
Agreement”), by and among the Company, Seller, Resolute, Resolute Subsidiary Corporation, Resolute
Aneth, LLC, Resolute Holdings, LLC and the Founder, pursuant to which the Company’s stockholders
will acquire a majority of the outstanding shares of capital stock of Resolute (the “Acquisition”).
The full text of the Acquisition Agreement is attached as Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2009
and incorporated herein by reference.
The Letter Agreement provides that if the Company obtains stockholder approval for the
Acquisition and the related amendments of its certificate of incorporation by September 28, 2009,
then neither the Company nor Seller shall exercise its rights to terminate the Acquisition
Agreement under Section 9.1(a)(iv) of the Acquisition Agreement unless the Acquisition has not
closed by October 6, 2009. The Letter Agreement also reallocates certain forfeited shares and
warrants and certain restricted earnout shares amongst the Founder, Mr. Cunningham, Mr. Montgomery,
Mr. Mulroney, and Mr. Quinn.
The Letter Agreement attached as Exhibit 2.1 hereto is incorporated herein by reference. The
foregoing description of the Letter Agreement, the Acquisition Agreement, and the transactions
contemplated therein does not purport to be complete and is qualified in its entirety by reference
to such document.
On September 15, 2009, the Company announced that the Registration Statement on Form S-4 filed
by Resolute relating to the Acquisition, as amended by Amendment No. 4 thereto (the “Registration
Statement”) was declared effective by the SEC on September 14, 2009. The Company’s proxy
statement, included as part of the Registration Statement, is in the process of being mailed to the
Company’s stockholders and warrantholders as of the applicable record dates.
On September 15, 2009, the Company announced the postponement of the Company’s special
meetings of warrantholders and stockholders that were scheduled to be held on September 22, 2009.
The special meeting of warrantholders will be held at 10:00 a.m., Central Daylight time, on
September 24, 2009, at the offices of Akin Gump Strauss Hauer & Feld, LLP, 1700 Pacific Avenue,
39th Floor, Dallas, Texas, 75201, to be immediately followed by the special meeting of
stockholders at 10:30 a.m., Central Daylight time at the same location. The special meetings were
postponed in order to provide the Company’s warrantholders and stockholders additional time to
review proxy materials.
In connection with a closing of the Acquisition, it is intended that a Form 25 would be filed
with the SEC in order to delist the Company’s securities from NYSE Amex and under Section 12(b) of
the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, in connection with any
closing, the Company would expect to file a Form 15 with the SEC to suspend any of its remaining
reporting obligations under the Exchange Act. Resolute is applying to
list the common stock and warrants that the Company’s securities
would convert into upon any closing of the Acquisition on the New
York Stock Exchange.
On September 15, 2009, the Company issued a press release with respect to it entering into the
Letter Agreement, the effectiveness of the Registration Statement, the postponement of its special
meetings of warrantholders and stockholders, and the intention to file a Form 25. The press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.