Hicks Acquisition Company I, Inc. (AMEX: TOH) (the
“Company”), a special purpose acquisition company founded
and headed by Thomas O. Hicks, announced today that it entered into
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 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, which effectively extends the drop dead date from
September 29, 2009 to October 6, 2009 in the event that stockholder
approval is obtained. 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 Company announced today 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 Securities and Exchange Commission
(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.
The Company also announced today 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. At the special meeting, warrantholders and
stockholders will vote on several proposals related to the
Acquisition. 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.
ABOUT HICKS ACQUISITION COMPANY I, INC.
The Company is a special purpose acquisition company, launched
in October 2007 in an initial public offering that was, with $552
million of gross proceeds, the largest SPAC IPO completed at that
time. Founded by Thomas O. Hicks, the Company was formed for the
purpose of acquiring, or acquiring control of, through a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, one or more
businesses or assets. It currently has no operating businesses.
ABOUT RESOLUTE NATURAL RESOURCES COMPANY
Resolute is an independent oil and gas company engaged in the
acquisition, exploitation and development of oil and gas
properties. The company operates producing properties in Utah and
Wyoming. In addition, Resolute owns exploration properties in
Wyoming and Alabama.
NOT A PROXY STATEMENT
This press release is not a proxy statement or a solicitation of
proxies from the holders of the Company’s securities and does not
constitute an offer of any securities of the Company or Resolute
for sale. Any solicitation of proxies will be made only by the
definitive proxy statement/prospectus that is being mailed to all
stockholders and warrantholders who held such securities as of the
applicable record date. Interested investors and security holders
are urged to read the definitive proxy statement/prospectus and
appendices thereto because they contain important information about
the Company, Resolute and the proposals to be presented at the
special meetings.
PARTICIPANTS IN THE SOLICITATION
The Company, Resolute, and their respective directors and
officers may be deemed participants in the solicitation of proxies
to the Company’s stockholders with respect to the Acquisition. A
list of the names of those directors and officers and a description
of their interests in the Acquisition is contained in the proxy
statement/prospectus regarding the Acquisition, which is included
as part of the Registration Statement on Form S-4 (File
No. 333-161076) of Resolute, as amended. The Company’s
stockholders may obtain additional information about the interests
of the directors and officers of the Company and Resolute in the
Acquisition by reading any other materials to be filed with the SEC
regarding the Acquisition when such information becomes
available.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE ACQUISITION
WILL BE FILED WITH THE SEC
In connection with the Acquisition, the Company and Resolute
have filed the Registration Statement. The Registration Statement
includes a proxy statement/prospectus which is being sent to
securityholders of the Company seeking their approval of the
Acquisition and other related matters. The Company and Resolute may
file other relevant documents concerning the Acquisition with the
SEC. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
ACQUISITION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, RESOLUTE AND THE ACQUISITION. Investors and security
holders may obtain copies of these documents free of charge at the
website maintained by the SEC at www.sec.gov. The Company’s stockholders
and warrantholders are advised to read the definitive proxy
statement/prospectus and other documents filed with the SEC in
connection with the solicitation of proxies for the special
meetings because these documents contain important information.
Investors may also obtain these documents, free of charge, by
directing a request to the Company at 100 Crescent Court,
Suite 1200, Dallas, TX 75201 or by contacting the Company at
(214) 615-2300. The definitive proxy statement/prospectus can
also be obtained, without charge, at the SEC’s website at
http://www.sec.gov.
FORWARD LOOKING 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. Forward-looking statements in this presentation 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. Such risk factors
include, among others: uncertainties as to the timing of the
transaction, approval of the transaction by the Company’s
stockholders; the satisfaction of other closing conditions to the
transaction, including the receipt of any required regulatory
approvals; the approval of the charter amendments by the Company’s
stockholders and the warrant amendment by the Company’s
warrantholders; costs related to the transaction; the volatility of
oil and gas prices; discovery, estimation, development and
replacement of oil and gas reserves; the future cash flow,
liquidity and financial position of Resolute; the success of the
business and financial strategy, hedging strategies and plans of
Resolute; the amount, nature and timing of capital expenditures of
Resolute, including future development costs; availability and
terms of capital; the effectiveness of Resolute’s CO2 flood
program; the timing and amount of future production of oil and gas;
availability of drilling and production equipment; operating costs
and other expenses of Resolute; the success of prospect development
and property acquisition of Resolute; the success of Resolute in
marketing oil and gas; competition in the oil and gas industry;
Resolute’s relationship with the Navajo Nation and Navajo Nation
Oil and Gas, as well as the timing of when certain purchase rights
held by Navajo Nation Oil and Gas become exercisable; the impact of
weather and the occurrence of disasters, such as fires, floods and
other events and natural disasters; government regulation of the
oil and gas industry; developments in oil-producing and
gas-producing countries; the success of strategic plans,
expectations and objectives for future operations of Resolute.
Actual results may differ materially from those contained in the
forward-looking statements in this press release. The Company and
Resolute undertake no obligation and do 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. All
forward-looking statements are qualified in their entirety by this
cautionary statement.
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