Resolute Energy Corporation Announces Closing of Business Combination with Hicks Acquisition Company I, Inc.
September 25 2009 - 4:51PM
Business Wire
Resolute Energy Corporation, a Denver based independent oil and
gas company with operations in Utah and Wyoming
(“Resolute”), today announced that its business combination
with Hicks Acquisition Company I, Inc. (AMEX: TOH) (“Hicks
Acquisition”), a special purpose acquisition company founded
and headed by Thomas O. Hicks was consummated on September 25,
2009.
As a result of the closing of the transaction, each outstanding
share of Hicks Acquisition’s common stock (other than shares held
by the Hicks Acquisition stockholders who did not vote in favor of
the acquisition agreement and who properly exercised their
conversion rights) was converted into the right to receive one
share of Resolute common stock, and each outstanding warrant that
was issued in Hicks Acquisition’s initial public offering was
converted into the right receive either $0.55 cash or one Resolute
warrant subject to adjustment and proration.
After accounting for the approximately 11.6 million shares of
Hicks Acquisition common stock that were properly tendered for
redemption and approximately 7.5 million Hicks Acquisition shares
which were redeemed via forward purchase agreements, Resolute
realized gross proceeds from the cash held in trust at Hicks
Acquisition of approximately $350 million. These proceeds will be
used to redeem the warrants validly tendered for cash and to pay
all transaction fees and expenses. All remaining proceeds from the
transaction will be used to repay existing indebtedness of
Resolute. Including 13.8 million shares issued to Resolute and
Hicks Acquisition shareholders in conjunction with the transaction,
Resolute has approximately 49.9 million common shares
outstanding.
As a result of the transaction, Hicks Acquisition became a
subsidiary of Resolute. After today, Hicks Acquisition’s units,
common stock and warrants will no longer trade on the NYSE Amex.
The common stock and warrants of Resolute are expected to commence
trading on the New York Stock Exchange under the symbols “REN” and
“REN WS,” respectively, on Monday, September 28.
ABOUT RESOLUTE ENERGY CORPORATION
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,
which were legacy properties acquired from two major oil companies,
in connection with a strategic alliance with Navajo Nation Oil and
Gas Company (wholly owned by the Navajo Nation) and in Wyoming and
Oklahoma, which were acquired through the acquisition of a
privately held oil and gas producer. In addition, Resolute owns
exploration properties in Wyoming and Alabama.
ABOUT HICKS ACQUISITION COMPANY I, INC.
Prior to the completion of the transaction with Resolute, Hicks
Acquisition was 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.
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: 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. Resolute
undertakes no obligation and does 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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