Filed by Bowne Pure Compliance

0001362310-08-000930.txt : 20080214 0001362310-08-000930.hdr.sgml : 20080214 20080214140958 ACCESSION NUMBER: 0001362310-08-000930 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: HH-HACI GP, LLC GROUP MEMBERS: HH-HACI, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hicks Acquisition CO I Inc. CENTRAL INDEX KEY: 0001402175 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 208521842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83174 FILM NUMBER: 08612986 BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.615.2222 MAIL ADDRESS: STREET 1: 100 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HICKS THOMAS O CENTRAL INDEX KEY: 0000938201 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 c72378sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

HICKS ACQUISITION COMPANY I, INC.

(Name of Issuer)

Shares of Common Stock, par value $0.0001 per share

(Title of Class of Securities)

429086309

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		429086309


1	NAMES OF REPORTING PERSONS HH-HACI GP, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			13,524,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			13,524,000

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,524,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	19.6%

12	TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)

	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		429086309


1	NAMES OF REPORTING PERSONS HH-HACI, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			13,524,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			13,524,000

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,524,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	19.6%

12	TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		429086309


1	NAMES OF REPORTING PERSONS Thomas O. Hicks


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5	SOLE VOTING POWER

NUMBER OF			13,524,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			13,524,000

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,524,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	19.6%

12	TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”), relating to shares of common stock, par value $0.0001 per share (“Common Stock”) of Hicks Acquisition Company I, Inc., a Delaware corporation (the “Issuer”), 100 Crescent Court, Suite 1200, Dallas, Texas 75201, is being filed with the Securities and Exchange Commission (the “Commission”).

This Schedule 13G is filed on behalf of HH-HACI, L.P., a Delaware limited partnership (“HH LP”), HH-HACI GP, LLC, a Texas limited liability company and general partner of HH LP (“HH LLC”), and Mr. Thomas O. Hicks, the sole member of HH LLC (the “Principal,” together with HH LP and HH LLC, the “Reporting Persons”).

Item 1(a) Name of Issuer.

Hicks Acquisition Company I, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices.

100 Crescent Court, Suite 1200
Dallas, Texas 75201

Item 2(a) Name of Person Filing.

This statement is filed by HH-HACI, L.P. (“HH LP”), HH-HACI GP, LLC, the general partner of HH LP (“HH LLC”), and Mr. Thomas O. Hicks, the sole member of HH LLC (the “Principal,” together with HH LP and HH LLC, the “Reporting Persons”).

Item 2(b) Address of Principal Business Office, or, if none, Residence.

The business address of the Reporting Persons is 100 Crescent Court, Suite 1200, Dallas, Texas 75201

Item 2(c) Citizenship or Place of Organization.

HH LP is a Delaware limited partnership. HH LLC is a Texas limited liability company. The Principal is a United States citizen.

Item 2(d) Title of Class of Securities.

Securities acquired: shares of common stock, par value $0.0001 per share.

Item 2(e) CUSIP Number.

429086309

Item 3 Reporting Person.

Inapplicable.

Item 4 Ownership.

	(a)		The Reporting Persons beneficially own 13,524,000 shares of Common Stock held by HH LP.

	(b)		The Reporting Persons are the beneficial owners of 19.6% of the outstanding shares of Common Stock. This percentage is determined by dividing the 13,524,000 shares of Common Stock held by HH LP, by 69,000,000, the number of shares of Common Stock issued and outstanding as of November 13, 2007, as reported in the Issuer’s Form 10-Q filed with the Commission on November 13, 2007.

	(c)		Each of the Reporting Persons has the sole power to vote and dispose of the 13,524,000 shares of Common Stock held by HH LP.

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.


Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

Item 9 Notice of Dissolution of Group.

Inapplicable.

Item 10 Certification.

Inapplicable.

Exhibits Exhibit 1

Power of Attorney for Thomas O. Hicks.

Exhibit 2

Joint Filing Agreement by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2008


	HH-HACI, L.P.
	By:	HH-HACI GP, LLC, its general partner

	By:	/s/ Joseph B. Armes
		Joseph B. Armes on behalf of Thomas O. Hicks, sole member

	HH-HACI GP, LLC
	By:	/s/ Joseph B. Armes
		Joseph B. Armes on behalf of Thomas O. Hicks, sole member

	By:	/s/ Joseph B. Armes
		Joseph B. Armes on behalf of Thomas O. Hicks

Exhibits Exhibit 1

Power of Attorney for Thomas O. Hicks.

Exhibit 2

Joint Filing Agreement by and among the Reporting Persons.

EX-1 2 c72378exv1.htm EXHIBIT 1 Filed by Bowne Pure Compliance

EXHIBIT 1

POWER OF ATTORNEY


STATE OF TEXAS	§
	§	KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS	§

I, Thomas O. Hicks, do hereby appoint Joseph B. Armes of Dallas, County, Texas, my true and lawful attorney-in-fact (the “Attorney-in-Fact”), to have full power to act in my name, place and stead and on my behalf to do and execute all or any of the following acts, deeds and things:

	1)		To execute and file for and on behalf of me, in my capacity as one or more of an officer, director, or significant stockholder of Hicks Acquisition Company I, Inc. or any of its subsidiaries (collectively, the “*Company*”), reports or other filings under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including without limitation, Schedules 13G and 13D, including any amendments, corrections, supplements or other changes thereto;

	2)		To do and perform any and all acts for and on behalf of me which you (in your sole discretion) determine may be necessary or desirable to complete and execute any such reports or other filings and timely file same with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

	3)		To take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of the Attorney-in-Fact, may be of benefit to, in the interest of, or legally required by me, it being understood that the documents executed by the Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the Attorney-in-Fact may approve in his discretion.

I hereby grant to the Attorney-in-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done (in the Attorney-in-Fact’s sole discretion) in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the Attorney-in-Fact, in serving in such capacity at my request, is not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until I am no longer subject to Section 13(d) of the Securities Exchange Act of 1934 with respect to the my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the Attorney-in-Fact.

Liability. The Attorney-in-Fact shall have no liability or obligation with respect to the powers granted herein except for and to the extent of the Attorney-in-Fact’s willful misconduct. In no event shall the Attorney-in-Fact be liable for incidental, indirect, special, consequential or punitive damages.

Severability. The provisions of this Power of Attorney shall be deemed severable, and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof; provided that if any provision of this Power of Attorney, as applied to me or to the Attorney-in-Fact or any circumstance, is adjudged by any governmental body, arbitrator or mediator not to be enforceable in accordance with its terms, then such governmental body, arbitrator or mediator shall have the power to modify the provision in a manner consistent with the objectives of this Power of Attorney such that it is enforceable, and/or to delete specific words or phrases, and in it its reduced form, such provision shall be enforceable and shall be enforced, but in any case, only to the extent required to make such provision enforceable.

Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY AND ACCORDING TO, THE LAWS OF THE STATE OF DELAWARE EXCLUDING ANY CONFLICT OF LAWS PRINCIPLE WHICH, IF APPLIED, MIGHT PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

IN WITNESS WHEREOF, I have executed this Power of Attorney as of February 14, 2008.



Signature:	/s/ Thomas O. Hicks
	Thomas O. Hicks

EX-2 3 c72378exv2.htm EXHIBIT 2 Filed by Bowne Pure Compliance

EXHIBIT 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to securities of Hicks Acquisition Company I, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2008.


	HH-HACI, L.P.
	By:	HH-HACI GP, LLC, its general partner

	By:	/s/ Joseph B. Armes
		Joseph B. Armes on behalf of Thomas O. Hicks, sole member

	HH-HACI GP, LLC
	By:	/s/ Joseph B. Armes
		Joseph B. Armes on behalf of Thomas O. Hicks, sole member

	By:	/s/ Joseph B. Armes
		Joseph B. Armes on behalf of Thomas O. Hicks