This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Acquisition, you should read this entire proxy statement/prospectus carefully, including “Risk Factors” and the annexes. See also the section entitled “Where You Can Find Additional Information.”

 

Unless the context otherwise requires, a reference in this proxy statement/prospectus to “HACI” means Hicks Acquisition Company I, Inc., a reference to “the Company” means Resolute Energy Corporation, a reference to “Parent” means Resolute Holdings, LLC, a reference to “Seller” means Resolute Holdings Sub, LLC, a reference to “Merger Sub” means Resolute Subsidiary Corporation, a reference to “Aneth” means Resolute Aneth, LLC, a reference to the “Acquired Entities” means the operating subsidiaries of Seller, and a reference to “Resolute,” to the extent the context refers to matters prior to the consummation of the Acquisition, means Parent, Seller, the Company and the Acquired Entities and, to the extent the context refers to matters following the consummation of the Acquisition, means the Company, HACI and the Acquired Entities.

 

This proxy statement/prospectus is:

 

 

The Warrant Amendment Proposal

 

HACI proposes an amendment, or the Warrant Amendment, to the warrant agreement governing all of the HACI warrants, or the Warrant Agreement, to provide that HACI Public Warrantholders may elect to receive in the Acquisition for each outstanding HACI warrant that was issued in HACI’s initial public offering, or the Public Warrants, either (i) the right to receive $0.55 in cash, or the Cash Amount, or (ii) the right to receive one Company warrant with an exercise price of $13.00 per share, expiring five years from the closing of the Acquisition, subject to adjustment and proration as described in this proxy statement/prospectus. If the Warrant Amendment is adopted and the Acquisition is consummated, any warrantholder who votes against the approval of the Warrant Amendment Proposal or who makes no election will receive $0.55 in cash in exchange for its Public Warrants. We refer to the elections by HACI Public Warrantholders to receive the Company warrants as the Warrant Election. We also refer to the exchange of Public Warrants for the Cash Amount as the Cash Exchange and the exchange of Public Warrants for the Company warrants as the Warrant Exchange.

 

The form of Warrant Amendment is attached as Annex C to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read the Warrant Amendment in its entirety. See the section entitled “The Warrant Amendment Proposal” for additional information.

 

If the Warrant Amendment Proposal is not approved at the special meeting of HACI Public Warrantholders, the Acquisition Proposal will not be presented to HACI stockholders for a vote. If the Acquisition is not consummated by September 28, 2009, or by October 5, 2009 if the Charter Amendment becomes effective, HACI will be required to liquidate and all HACI warrants will expire worthless.

 

The Warrantholder Adjournment Proposal

 

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting of HACI Public Warrantholders to approve the Warrant Amendment Proposal, the Warrantholder Adjournment Proposal

allows HACI’s board of directors to adjourn the special meeting of HACI Public Warrantholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies to approve the Warrant Amendment Proposal. See the section entitled “The Warrantholder Adjournment Proposal” for additional information.

 

The Director Election Proposal

 

HACI’s board of directors is divided into three classes, being divided as equally as possible with each class having a term of three years. Because HACI did not have a 2008 annual stockholder meeting, the term of Class I and Class II directors, currently consisting of four directors total, has expired. HACI’s independent directors have nominated Joseph B. Armes and William A. Montgomery for re-election as Class I directors, and Brian Mulroney and William H. Cunningham for re-election as Class II directors. The four director nominees, if elected, will serve on HACI’s board of directors until the consummation of the Acquisition or, if the Acquisition Proposal is not approved, until HACI’s dissolution. See the section entitled “The Director Election Proposal” for additional information about the election of directors.

 

The Charter Amendment-Existence Proposal

 

HACI’s amended and restated certificate of incorporation, which we refer to as HACI’s charter, provides that HACI’s corporate existence will terminate on September 28, 2009. Accordingly, HACI is seeking approval of its stockholders of an amendment to its charter to provide for its perpetual existence, and to postpone the dissolution date from September 28, 2009 to October 5, 2009 in order to allow time to close the Acquisition. If the requisite HACI stockholder approval is received for this proposal, which we refer to as the Charter Amendment-Existence Proposal, and the requisite HACI stockholder approval is received for Charter Amendment-Purpose Proposal, then an amendment to its Charter which we refer to as the Charter Amendment, will be filed with the Delaware Secretary of State immediately after approval of both Charter Amendment Proposals and the Acquisition Proposal. See the section entitled “The Charter Amendment — Existence Proposal” for additional information about this proposal. If the Charter Amendment-Existence Proposal is not approved at the special meeting of HACI stockholders, the Acquisition Proposal will not be presented to the HACI stockholders for a vote.

 

The Charter Amendment, which embodies the amendments to be approved pursuant to the Charter Amendment-Existence Proposal and Charter Amendment-Purpose Proposal, is attached as Annex B to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read the Charter Amendment in its entirety.

 

The Charter Amendment-Purpose Proposal

 

Pursuant to HACI’s charter, HACI is prohibited from consummating a business combination with an entity engaged in the energy industry as its principal business. Resolute is an independent oil and gas company engaged in the exploitation and development of petroleum properties, and is therefore engaged in the energy business as its principal business. Accordingly, HACI is seeking approval of its stockholders of an amendment to its charter to permit a business combination with an entity engaged in the energy industry as its principal business. If the requisite HACI stockholder approval is received for this proposal, which we refer to as the Charter Amendment-Purpose Proposal, and the requisite HACI stockholder approval is received for Charter Amendment-Existence Proposal, then the Charter Amendment will be filed with the Delaware Secretary of State immediately after approval of both Charter Amendment Proposals and the Acquisition Proposal. See the section entitled “The Charter Amendment — Purpose Proposal” for additional information about this proposal. If the Charter Amendment-Purpose Proposal is not approved at the special meeting of HACI stockholders, the Acquisition Proposal will not be presented to the HACI stockholders for a vote.

 

The Charter Amendment, which embodies the amendments to be approved pursuant to the Charter Amendment-Existence Proposal and Charter Amendment — Purpose Proposal, is attached as Annex B to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read the Charter Amendment in its entirety.

The Acquisition Proposal

 

The Companies

 

HACI

 

Hicks Acquisition Company I, Inc., or HACI, is a blank check company that was organized under the laws of the State of Delaware on February 26, 2007. HACI was formed to acquire through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. In accordance with HACI’s charter, if HACI is unable to consummate the Acquisition by September 28, 2009, or by October 5, 2009 if the Charter Amendment becomes effective, its corporate existence will automatically terminate and it will dissolve and liquidate and promptly distribute to its stockholders holding Public Shares the amount in its trust account plus any remaining non-trust account funds after payment of its liabilities. In the event of its liquidation, the HACI warrants will expire worthless.

 

The HACI units, common stock and warrants are currently listed on the NYSE Amex under the symbols TOH.U, TOH and TOH.WS, respectively. Following the consummation of the Acquisition, the HACI units, common stock and warrants will cease trading on the NYSE Amex and HACI will file a Form 15 with the SEC to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

 

The mailing address of HACI’s principal executive office is 100 Crescent Court, Suite 1200, Dallas, Texas 75201 and its telephone number is (214) 615-2300.

 

The Company

 

Resolute Energy Corporation, or the Company, a corporation organized under the laws of the State of Delaware on July 28, 2009, is a wholly-owned subsidiary of Seller. The Company was formed by Seller to consummate the Acquisition. Following the Acquisition, the holders of HACI Common Stock, together with the Sponsor (HH-HACI, L.P., an entity in which approximately 80% of the partnership interests attributable to the Founder Shares and Founder Warrants and 100% of the partnership interests attributable to the Sponsor Warrants are owned by Chairman of the Board Thomas O. Hicks, his charitable foundation and estate planning entities for his family), William H. Cunningham, William A. Montgomery, Brian Mulroney and William F. Quinn, will own approximately 82% of the outstanding Company Common Stock (excluding Company Earnout Shares) and Seller will own approximately 18% of the outstanding Company Common Stock (excluding Company Earnout Shares), assuming (i) 30% of the Public Shares vote against the proposal and properly exercise their conversion rights and (ii) no HACI Public Shares are purchased by HACI prior to the Acquisition.

 

The Company expects to apply to have its common stock and warrants listed on the New York Stock Exchange, or the NYSE, under the symbols “REN” and “REN WS,” respectively. If the Company is unable to satisfy the listing requirements of the New York Stock Exchange, it will apply to have its stock listed on another stock exchange and if such listing application is not granted, the Company Common Stock will be traded in the over-the-counter market.

 

The mailing address of the Company’s principal executive office is 1675 Broadway Street, Suite 1950, Denver, Colorado 80202 and its telephone number is (303) 534-4600.

 

Merger Sub

 

Resolute Subsidiary Corporation, or Merger Sub, a corporation organized under the laws of the State of Delaware on July 28, 2009, is a wholly-owned subsidiary of the Company. Merger Sub was formed by Seller to consummate the Acquisition. In connection with the Acquisition, Merger Sub will merge with and into HACI and Merger Sub will cease to exist.

 

The mailing address of Merger Sub’s principal executive office is 1675 Broadway Street, Suite 1950, Denver, Colorado 80202 and its telephone number is (303) 534-4600.

Seller

 

Resolute Holdings Sub, LLC, or Seller, is a limited liability company organized under the laws of the State of Delaware on February 7, 2006.

 

The mailing address of Seller’s principal executive office is 1675 Broadway Street, Denver, Suite 1950, Colorado 80202 and its telephone number is (303) 534-4600.

 

The Acquisition

 

HACI and Seller have agreed to combine their businesses pursuant to the Acquisition Agreement, subject to the requisite stockholder and warrantholder approvals and other conditions. As a result of the Acquisition, through a series of transactions, the holders of HACI Common Stock, including the Sponsor, William H. Cunningham, William A. Montgomery, Brian Mulroney and William F. Quinn, who previously received HACI Common Stock and HACI warrants, which we refer to as the Founder Shares and the Founder Warrants, respectively, as part of the HACI units issued prior to HACI’s initial public offering, or the Founder Units, and who, together with the Sponsor, we refer to as the Initial Stockholders, will own approximately 81.3% of the outstanding Company Common Stock (including Company Earnout Shares) and Seller will own approximately 18.7% of the outstanding Company Common Stock (including Company Earnout Shares). HACI will transfer funds remaining in the trust account (an estimated $346 million) to Aneth and will receive in exchange an estimated 74.0% membership interest in Aneth (subject to adjustment based on the amount actually transferred to Aneth). Seller will then contribute its direct and indirect ownership interests in the Acquired Entities to the Company and Merger Sub will merge with and into HACI, with HACI surviving the merger and continuing as a wholly-owned subsidiary of Seller, which we refer to as the Merger. As required by the Acquisition Agreement, all of the consideration paid by HACI to Aneth will be used to repay part of the Company’s outstanding indebtedness on its First Lien Credit Facility and all of its outstanding indebtedness on its Second Lien Credit Facility. The Acquisition Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. HACI and the Company encourage you to read the Acquisition Agreement in its entirety.

 

Acquisition Consideration

 

In exchange for the contribution of the Acquired Entities and as a result of the other transactions contemplated by the Acquisition Agreement, Seller will own (i) 9,200,000 shares of Company Common Stock, (ii) 4,600,000 warrants to purchase Company Common Stock at a price of $13.00 per share subject to a trigger price of $13.75 per share to be exceeded within five years, or Company Founders Warrants, (iii) 2,333,333 warrants to purchase Company Common Stock at a price of $13.00 per share, or Company Sponsors Warrants, and (iv) 1,385,000 shares of Company Common Stock subject to forfeiture in the event a trigger price of $15.00 is not exceeded within five years following the closing of the Acquisition, or Company Earnout Shares.

 

In connection with the Acquisition, 7,335,000 Founder Shares and 4,600,000 Founder Warrants held by the Initial Stockholders will be cancelled and forfeited and an additional 1,865,000 Founder Shares will be converted into 1,865,000 Company Earnout Shares. As a result of the consummation of the Acquisition, the Sponsor, together with the other Initial Stockholders, will own (i) 4,600,000 shares of Company Common Stock, (ii) 9,200,000 Company Founders Warrants, (iii) 4,666,667 Company Sponsors Warrants, and (iv) 1,865,000 Company Earnout Shares.

 

At the effective time of the Merger, each outstanding share of HACI Common Stock (other than shares held by HACI stockholders who do not vote in favor of the adoption of the Acquisition Agreement and properly exercise their conversion rights) will be converted into the right to receive one share of Company Common Stock.

 

At the effective time of the Merger, each outstanding Public Warrant will be converted into either (i) the right to receive $0.55 in cash, or the Cash Amount, or (ii) the right to receive one Company warrant, subject to adjustment and proration as described in this proxy statement/prospectus.

Conditions to Completion of the Acquisition

 

A number of conditions must be satisfied, any and all of which may be waived in writing by the parties, before the proposed Acquisition can be consummated. These include, among others:

 

 

As of September 11, 2009, the following closing conditions have been satisfied: (i) the expiration of the waiting period under the Hart-Scott Rodino Act (which was inapplicable to the Acquisition) and (ii) Seller’s receipt of the legal opinion regarding the effectiveness of the Charter Amendment. All other closing conditions have not been satisfied as of September 11, 2009. Defaults under the material indebtedness of the Company or the Acquired Entities through September 11, 2009 have been waived or are subject to standstill covenants, and therefore, are excepted from the closing condition related to defaults under material indebtedness. See the section entitled “Risk Factors” for additional information.

 

While HACI may not currently be able to determine whether the waiver of any particular condition would be sufficiently material to warrant supplemental disclosure to stockholders and warrantholders, waiver of any of the following conditions may be deemed sufficiently material to require supplemental disclosure: (i) the absence of any applicable approvals, laws, injunctions, order or decrees restraining or prohibiting the consummation of the Acquisition, (ii) the absence of defaults with respect to any payment obligation or financial covenant under any material indebtedness of the Company or the Acquired Entities (unless covered by standstill or forbearance agreements), (iii) new or amended crude oil marketing arrangements not reasonably being expected to have a material adverse effect on the Company and the Acquired Entities, (iv) depending on the degree of variance and other factors in existence at the time, the amount being paid by HACI to Aneth being less than $275 million or (v) depending on the degree of variance and other factors in

existence at the time, the failure of Seller to comply with required hedging arrangements. Such supplemental disclosure would be provided via means of a press release issued by HACI, the filing of related disclosure on Form 8-K, and a supplement to this proxy statement/prospectus. Any supplemental disclosure would state in bold face prominent text that warrantholders and stockholders would be able to revoke any votes that had been cast by them up to the time of the meeting and would contain equally prominent notice that any such votes may be revoked by following telephone and/or Internet voting procedures provided by banks or brokers prior to 11:59 P.M. Eastern Daylight time on the day before the special meetings. Such supplemental disclosure would be issued at a minimum of two business days prior to any vote on the matters addressed in this proxy statement/prospectus (other than votes on adjournment proposals), although it would be unlikely that any such supplement to this proxy statement/prospectus would be received by the stockholders and warrantholders prior to such vote if it was mailed only two business days prior to the relevant vote.

 

In the event that there was a waiver of any particular condition that would be sufficiently material to warrant supplemental disclosure within two business days of the relevant vote (i.e., on or after 11:59 P.M. Eastern daylight time September 21, 2009), supplemental disclosure would be issued but HACI would adjourn the meeting until the second business day following the supplemental disclosure; provided that in no event would the special meeting of warrantholders and special meeting of stockholders be adjourned to a date past September 28, 2009.

 

Specifically, with respect to the condition to implement certain hedging arrangements, Resolute has held initial discussions with two financial institutions regarding possible alternatives for achieving this condition to closing, however, as of September 11, 2009, Resolute has not decided on any one or more alternatives or made any commitments and therefore such condition has not been satisfied as of such date.

 

Termination of the Acquisition Agreement

 

The Acquisition Agreement may be terminated and the Acquisition may be abandoned at any time prior to the closing of the Acquisition by mutual written consent of HACI and Seller. Either HACI or Seller (except as otherwise indicated) will also have the right to terminate the Acquisition Agreement upon the occurrence of any of the following:

 

 

If the Acquisition Agreement is terminated, HACI or Seller will be entitled to reimbursement of expenses up to $1 million in certain circumstances.

No-Solicitation of Alternative Transaction

 

Under the Acquisition Agreement, Parent, Seller, the Company, Merger Sub, Aneth and the Acquired Entities are prohibited from soliciting any other transaction concerning any sale of a significant portion of the assets of the Acquired Entities or merger or sale of their respective equity interests in the Acquired Entities, any recapitalization of Seller or the Acquired Entities or similar transaction with respect to Seller or the Acquired Entities or their respective businesses. Similarly, HACI is prohibited from soliciting any initial business combination.

 

Reasons for the Acquisition

 

In recommending the approval of the Acquisition Proposal by HACI stockholders, HACI’s board of directors (i) concluded that the Acquisition and the consideration to be paid in the Acquisition is fair to and in the best interests of HACI and its stockholders (despite potential conflicts of interests of certain of HACI’s directors and officers), (ii) evaluated Resolute’s business and financial condition and prospects based on management’s due diligence review, (iii) considered various industry and financial data, including certain financial analyses and metrics compiled by HACI’s management and financial advisors in evaluating the consideration to be paid by HACI in the Acquisition and (iv) considered a wide variety of factors in connection with its evaluation of the Acquisition. See the sections entitled “The Acquisition — HACI’s Board of Director’s Reasons for the Approval of Acquisition” and “Risk Factors” for additional information.

 

Potential Conflicts of Interests of HACI’s Directors and Officers in the Acquisition

 

When you consider the recommendation of HACI’s board of directors in favor of approval of the Acquisition Proposal, you should keep in mind that certain of HACI’s directors and officers have interests in the Acquisition that are different from, or in addition to, your interests as a stockholder.

 

 

After giving effect to the forfeiture of Founder Shares and Founder Warrants and the transfer to Seller of Sponsor Warrants, the indirect ownership of (i) Mr. Hicks, his charitable foundation and family estate planning entities, through the Sponsor, would be 5,068,560 Founders Shares (including 1,462,160 Founder Shares that would be converted to Company Earnout Shares), 7,212,800 Founder Warrants and 4,666,667 Sponsor Warrants and (ii) various employees of Mr. Hicks, including HACI officers, through the Sponsor, would be 1,267,140 Founder Shares (including 365,540 Founder Shares that would be converted to Company Earnout Shares) and 1,803,200 Founder Warrants.

 

 

Additionally, Mr. Hicks, his charitable foundation and family estate planning entities, through the Sponsor, would have an economic interest in shares of Company Common Stock and Company warrants with an aggregate value of $56,376,660 if the Acquisition is consummated, based on the closing sales price of HACI Common Stock and HACI warrants of $9.74 and $0.59, respectively, on the NYSE Amex on September 10, 2009 (without applying a discount for Founder Shares that would be converted into Company Earnout Shares). Various employees of Mr. Hicks, including HACI officers, through the Sponsor, would have an economic interest in shares of Company Common Stock and Company warrants with an aggregate value of $13,405,832 if the Acquisition is consummated, based on the closing sales price of HACI Common Stock and HACI warrants of $9.74 and $0.59, respectively, on the NYSE Amex on September 10, 2009 (without applying a discount for Founder Shares that would be converted into Company Earnout Shares).

 

Therefore, based on the $25,000 and $7.0 million purchase price paid by the Sponsor for the Founder Units and the Sponsor Warrants, respectively, if the Acquisition is consummated:

 

 

 

 

 

 

 

The Initial Stockholders did not agree, however, to vote in favor of an amendment to HACI’s charter that would permit HACI to complete a business combination with an entity engaged in the energy industry as its principal business, as such amendment was not contemplated at the time of HACI’s IPO. At the special meeting, the Initial Stockholders intend to vote in favor of the Charter Amendment-Existence Proposal, and the Charter Amendment-Purpose Proposal which will include the amendment to HACI’s charter to permit HACI’s perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business.

 

Approval of each of the Acquisition Proposal and the Charter Amendment-Existence Proposal and the Charter Amendment-Purpose Proposal require the affirmative vote of a majority of the outstanding HACI Common Stock as of the record date. As of the record date of the special meeting of HACI stockholders, 13,800,000 Founder Shares, or 20% of the outstanding HACI Common Stock, would be voted in accordance with the majority of the votes cast by HACI Public Stockholders with respect to the Acquisition Proposal and 20% of the outstanding HACI Common Stock would be voted in favor of the Charter Amendment-Existence Proposal and the Charter Amendment-Purpose Proposal. If the Initial Stockholders or HACI’s officers and directors purchase Public Shares from existing HACI stockholders that are likely to vote against the Acquisition Proposal, or that are likely to elect to convert their Public Shares, the probability that the Acquisition Proposal will be approved would increase.

 

 

 

 

In addition, the exercise of HACI’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Acquisition may result in a conflict of interest when determining whether such changes or waivers are appropriate and in HACI Public Stockholders’ best interest.

 

Certain Other Interests in the Acquisition

 

In addition to the interests of HACI’s directors and officers in the Acquisition, certain individuals promoting the Acquisition and/or soliciting proxies on behalf of HACI have interests in the Acquisition that are different from, or in addition to, the interests of HACI stockholders and HACI Public Warrantholders.

 

Citigroup Global Markets Inc., or Citi, the lead managing underwriter in the IPO, is assisting HACI’s directors and officers in connection with these efforts. In connection with the IPO, the underwriters agreed to defer fees equal to 1.0% of the gross proceeds from the sale of HACI units to the HACI Public Stockholders, or approximately $17.4 million (subsequently amended on August 2, 2009 to $5.5 million), until the consummation of HACI’s initial business combination. The underwriters agreed to reduce their deferred fees from $17.4 million to $5.5 million to provide HACI with additional capital to facilitate its ability to enter into and consummate the transactions contemplated by the Acquisition Agreement. Resolute also required that the underwriters reduce their deferred fees as a condition to entering into the Acquisition Agreement. HACI will not pay the underwriters additional fees in connection with their efforts with respect to the IPO. Notwithstanding the foregoing, Citi would be paid an additional $2.0 million fee upon consummation of the Acquisition in connection with services performed as a financial and capital markets advisor for HACI with respect to the Acquisition.

 

In addition, HACI has engaged Raymond James & Associates, Inc., FBR Capital Markets & Co., Capital One Southcoast, Inc. and Scarsdale Equities llc, and Resolute has engaged Deutsche Bank Securities Inc., UBS Securities LLC, and BMO Capital Markets Corp. for various capital market advisory services, such as identifying potential investors, assisting management in preparing presentations to potential investors and general advice on strategy and tactics in respect of consummation of the Acquisition (and in the case of Raymond James and FBR Capital Markets, additional advice regarding prior business combination opportunities). In connection with these arrangements, the capital markets advisors are being paid the fees set forth below upon a successful closing of the Acquisition:

 

 

In addition, all such capital markets advisors are able to participate in an aggregate $2.0 million bonus pool that HACI and the Company plan to make available to the capital markets advisors upon a successful closing of the Acquisition. The $2.0 million bonus pool will be allocated among the various advisors by the Company in its sole discretion based on the Company’s assessment of the value added by the various advisors. Capital One Southcoast and Scarsdale Equities llc would be compensated solely out of the $2.0 million bonus pool.

 

In the event the Acquisition is consummated, funds in HACI’s trust account may be used, directly or indirectly, to purchase Public Shares from HACI Public Stockholders, other than from those holders who have voted against the Acquisition Proposal and properly demanded that their Public Shares be converted into cash. Although HACI contemplates that such purchases would likely be consummated by means of a purchase agreement entered into directly with such holders of HACI Common Stock, it is possible that HACI may repurchase such shares indirectly through the use of a third party intermediary who would be compensated by HACI for its role as intermediary in the event that some holders are reluctant to sell such shares to HACI directly. To the extent made, such purchases would be made in compliance with federal securities laws. See section entitled “The Acquisition — Actions That May Be Taken to Secure Approval of HACI Stockholders.”

Actions That May Be Taken to Secure Approval of HACI Stockholders

 

Based on recently completed business combinations by other similarly structured blank check companies, it is believed by HACI that the present holders of 30% or more of the Public Shares may have the intention to vote against the Acquisition and seek conversion of their Public Shares into cash in accordance with HACI’s charter. If such event were to occur, the Acquisition could not be completed. To preclude such possibility, HACI, the Initial Stockholders or HACI’s directors and officers and their respective affiliates may negotiate arrangements to provide for the purchase of the Public Shares from holders who indicate their intention to vote against the Acquisition and seek conversion or who otherwise wish to sell their Public Shares. The maximum cash purchase price that will be offered to the holders of Public Shares by HACI, the Initial Stockholders or HACI’s directors and officers and their respective affiliates for their shares will be the per-share conversion price at the time of the Acquisition. Although holders of Public Shares that enter into these types of arrangements will not receive a higher purchase price than a holder that properly seeks conversion of his shares, entering into such arrangements (and agreeing to vote in favor of the Acquisition) provides the holder and HACI with greater certainty that the Acquisition will be consummated, in which event such holder will promptly receive his purchase price which is equal to the conversion proceeds. If the Acquisition is not consummated, a holder would have to wait until HACI liquidates in connection with its dissolution to receive liquidation proceeds, which liquidation could take 60 days or more to complete.

 

HACI, the Initial Stockholders or HACI’s directors and officers would approach a limited number of large holders of HACI that have indicated an intention to vote against the Acquisition Proposal, and engage in direct negotiations for the purchase of such holders’ positions. All holders approached in this manner would be institutional or sophisticated holders. Arrangements of such nature would only be entered into and effected in accordance with applicable law, including securities laws, at a time when HACI, the Initial Stockholders or HACI’s directors and officers and/or their respective affiliates are not aware of any material nonpublic information regarding HACI, the Company and their respective securities or pursuant to agreements between the buyer and seller of such shares in a form that would not violate insider trading rules. Definitive arrangements have not yet been determined but may include: agreements between HACI, the Initial Stockholders or HACI’s directors and officers and their respective affiliates on the one hand and the holders of Public Shares on the other hand pursuant to which HACI would agree to purchase Public Shares from such holders in connection with the closing of the Acquisition for the price specified in the arrangements. Under the terms of such an agreement, the holder would appoint an officer of HACI as his proxy with respect to the Acquisition Proposal and all other proposals in this proxy statement/prospectus. HACI, the Initial Stockholders, HACI’s directors and officers and/or their respective affiliates have agreed to immediately notify Resolute of any such purchases so that HACI and Resolute may file a Current Report on Form 8-K describing such purchase, including the price of such purchase and the fact that such shares will be voted in favor of the Acquisition.

 

As a result of the purchases that may be effected through such arrangements, it is likely that the number of shares of HACI Common Stock in HACI’s public float will be reduced and that the number of beneficial holders of HACI’s securities also will be reduced. This may make it difficult to obtain the quotation, listing or trading of the Company’s securities on the New York Stock Exchange or any other national securities exchange after consummation of the Acquisition.

 

The purpose of such arrangements would be to increase the likelihood of satisfaction of the requirements that (i) the holders of a majority of HACI Common Stock outstanding vote in favor of the Acquisition Proposal and (ii) holders of fewer than 30% of the Public Shares vote against the Acquisition Proposal and demand conversion of their Public Shares into cash where it appears that such requirements would otherwise not be met. The maximum cash purchase price that will be offered by HACI, the Initial Stockholders or HACI’s directors and officers and their respective affiliates to holders of Public Shares for their shares will be the per-share conversion price at the time of the Acquisition. However, if holders refuse to enter into arrangements with HACI to sell their Public Shares, HACI may determine to engage a third party “aggregator” to buy shares prior to the meeting from such holders that have already indicated an intention to convert their shares and/or vote against the Acquisition Proposal. In such a case, the aggregator would purchase the shares from the original holder and then subsequently sell such shares to HACI in connection with the closing. The maximum purchase price that will be offered by such aggregators to holders of Public Shares for their shares

will be the per-share conversion price at the time of the Acquisition. HACI would, in addition to paying the purchase price of such shares (which would be the per-share conversion price) to this aggregator, pay it a fee. Such fee would typically be a small percentage of the aggregator’s total purchase price for such shares. Any arrangement entered into with a third party aggregator would require it to immediately notify Resolute of any such purchases so that HACI and Resolute may file a Current Report on Form 8-K describing such purchase, including the price of such purchase and the fact that such shares will be voted in favor of the Acquisition.

 

Although HACI does not have a definitive plan to engage the services of such an aggregator, if one is needed, the parties believe it will be in the best interests of stockholders that are voting in favor of the Acquisition since the retention of the aggregator can help ensure that the Acquisition will be completed and the additional fee payable to the aggregator is not expected to be significant. All shares purchased pursuant to such arrangements would remain outstanding until the closing of the Acquisition and would be voted in favor of the Acquisition Proposal. Any agreement between the parties will provide for the holder to withdraw or revoke any exercise of its conversion exercise and grant a proxy to HACI’s designees to vote such shares in favor of the Acquisition Proposal at the meeting. Accordingly, this will effectively render the 30% threshold established in HACIs’ IPO prospectus ineffective and make it easier for the parties to complete the Acquisition because such purchased shares would no longer be counted towards the 30% threshold. If, for some reason, the Acquisition is not closed despite such agreements, the sellers would be entitled to participate in liquidation distributions from HACI’s trust account with respect to such shares.

 

HACI and Resolute will as immediately as possible file a Current Report on Form 8-K and press release to disclose arrangements entered into or significant purchases or transfers made by any of the aforementioned persons, including aggregators, that would affect the vote on the Acquisition Proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases or transfers by any of the aforementioned persons and will include (i) the price of such purchase and (ii) a statement that such shares purchased would be voted in favor of the Acquisition. If HACI’s directors or officers make purchases or transfer shares pursuant to such arrangements, they will be required to report these purchases or transfers on beneficial ownership reports filed with the SEC and the Form 8-K would reflect how those acquisitions would change the disclosure under the section entitled, “Beneficial Ownership of Securities.”

 

Purchases pursuant to such arrangements would be paid for with funds in HACI’s trust account and would diminish the funds available to the Company to repay as much of the outstanding indebtedness under the Company’s First Lien Credit Facility. In all events there will be sufficient funds available to HACI from the trust account to pay the holders of all Public Shares that are properly converted.

 

It is possible that the special meetings could be adjourned to provide time to seek out and negotiate such transactions if, at the time of the meetings, it appears that the requisite vote will not be obtained or that the limitation on conversion will be exceeded, assuming that the stockholder adjournment proposal is approved.

 

Conversion Rights

 

As a result of the proposed Acquisition, each Public Stockholder will have the right to convert its Public Shares into a pro rata share of the aggregate amount on deposit in the trust account on the closing date of the Acquisition (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to approximately $6.6 million on the trust account previously released to HACI to fund its working capital requirements) if the Acquisition Proposal is approved and completed. HACI expects that the conversion price will be less than the per unit initial public offering price of $10.00 per unit. The Initial Stockholders will not have conversion rights with respect to their Founder Shares.

 

HACI will not complete the Acquisition if HACI Public Stockholders owning 30% or more of the Public Shares vote against the Acquisition Proposal and properly exercise their conversion rights. Because the conversion price will likely be lower than the $10.00 per unit initial public offering price of the HACI units, and may be less than the market price of HACI Common Stock on the date of conversion, there may be a disincentive on the part of the HACI Public Stockholders to exercise their conversion rights.

A HACI Public Stockholder may request conversion at any time after the mailing of this proxy statement/prospectus and prior to the vote taken with respect to the Acquisition Proposal at the special meeting of HACI stockholders. Any request for conversion, once made, may be withdrawn at any time prior to the date of the special meeting of HACI stockholders. If a HACI Public Stockholder wishes to exercise its conversion rights, the stockholder must vote against the Acquisition Proposal, demand that HACI convert the Public Shares held by such stockholder into cash by marking the appropriate space on the proxy card and provide physical or electronic delivery of such stockholder’s stock certificates or shares, as appropriate, as described below, prior to the special meeting of HACI stockholders. If, notwithstanding the stockholder’s vote, the Acquisition is consummated and the stockholder follows the procedures required for conversion, then the stockholder will be entitled to receive a pro rata share of the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to approximately $6.6 million on the trust account, which interest income was previously released to HACI to fund its working capital requirements). A HACI Public Stockholder will not be able to transfer its shares following the approval of the Acquisition Proposal by HACI stockholders unless the Acquisition Agreement is terminated. A HACI Public Stockholder who exercises its conversion rights will exchange the Public Shares held by such stockholder for cash and will no longer own those shares of HACI Common Stock, although the stockholder will continue to have the right to exercise any warrants it still holds. If the Acquisition is not consummated, such stockholder’s shares will not be converted into cash and will be returned to the stockholder, even if such stockholder elected to convert.

 

HACI Public Stockholders who wish to request conversion must tender their shares to Continental Stock Transfer & Trust Company, the transfer agent for HACI, prior to the special meeting of HACI stockholders or deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System.

 

In order to physically deliver stock certificates, the HACI Public Stockholders must comply with the following steps. If the shares are held in street name, a HACI Public Stockholder must instruct its account executive, its bank or broker to withdraw the shares from the HACI Public Stockholder’s account and request that a physical certificate be issued in the HACI Public Stockholder’s name. No later than the day prior to the special meeting of HACI stockholders, a HACI Public Stockholder must present a written instruction to the transfer agent that it wishes to convert its shares into cash and confirm that the HACI Public Stockholder has held the shares since the record date and will not sell or transfer the shares prior to the closing of the Acquisition. Certificates that have not been tendered in accordance with these procedures by the day prior to the special meeting of HACI stockholders will not be converted into cash. In the event that a HACI Public Stockholder tenders its shares and decides prior to the special meeting of HACI stockholders that it does not want to convert its shares, the HACI Public Stockholder may withdraw its tender. In the event that a HACI Public Stockholder tenders shares and the Acquisition is not completed, these shares will not be converted into cash and the physical certificates representing the shares will be returned to the HACI Public Stockholder. See the section entitled “Special Meeting of HACI Warrantholders and Special Meeting in Lieu of 2009 Annual Meeting of HACI Stockholders — Conversion Public Rights” for additional information.

 

Listing

 

The Company intends to apply for listing of the Company Common Stock on the New York Stock Exchange. While the Company has been in discussions with the New York Stock Exchange and believes that it meets the eligibility requirements for listing on the New York Stock Exchange, there can be no assurance that the New York Stock Exchange will approve such listing. If the Company is unable to satisfy the listing requirements of the New York Stock Exchange, it will apply to have its stock listed on another national securities exchange. If such listing is not approved, the Company Common Stock will be traded in the over-the-counter market.

 

Appraisal Rights

 

In the event the Company’s securities are not listed on a national securities exchange at the time the Acquisition is consummated, appraisal rights will be available pursuant to Section 262 of the DGCL to HACI stockholders who have not voted in favor of the Acquisition Proposal and who have delivered a written

demand for appraisal of such shares in accordance with Section 262 of the DGCL. The shares of HACI Common Stock held by any such holders will not be converted into the right to receive Company Common Stock, but such holder will be entitled to seek an appraisal of such shares under the DGCL unless and until the dissenting holder fails to perfect or withdraws or otherwise loses his or her right to appraisal and payment under the DGCL. If, after the effective time of the Acquisition, a dissenting stockholder fails to perfect or withdraws or loses his or her right to appraisal, his or her shares of HACI Common Stock will be treated as if they had been converted as of the effective time of the Acquisition into the right to receive Company Common Stock. The full text of Section 262 of the DGCL is attached to this proxy statement/prospectus as Annex F.

 

Holders of Public Shares electing to exercise conversion rights will not be entitled to appraisal rights.

 

Opinion of Stephens Inc. to HACI’s Board of Directors

 

At a meeting of HACI’s board of directors on August 2, 2009, Stephens rendered its oral opinion, subsequently confirmed in writing, to the board of directors that, as of the date of the opinion, and based upon and subject to the various assumptions, methodologies, limitations and considerations described in such opinion, (i) the Acquisition Consideration (as defined in such opinion) to be paid by HACI and its stockholders in the Acquisition is fair to HACI and its stockholders from a financial point of view and (ii) the fair market value of Resolute is at least 80% of the Initial Amount (as defined in such opinion) held in the trust account, or the “Trust,” established by HACI for the benefit of its public stockholders in connection with its initial public offering. See “The Acquisition — Opinion of Stephens Inc. to HACI’s Board of Directors” for a summary of such opinion and a summary of the material financial analyses performed by Stephens in connection with rendering its opinion. The full text of the written opinion of Stephens is attached as Annex E to this proxy statement/prospectus. HACI’s stockholders are urged to read the opinion in its entirety.

 

See the section entitled “The Acquisition — Opinion of Stephens Inc. to HACI’s Board of Directors.”

 

U.S. Federal Income Tax Considerations

 

Except as described in “Material Federal Income Tax Consequences — Tax Consequences of the Merger,” in the opinion of HACI’s counsel, Akin Gump Strauss Hauer & Feld LLP, (1) the Merger will qualify as part of an exchange of property for stock constituting control of a corporation pursuant to Section 351(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, (2) no gain or loss will be recognized by any holder of HACI Common Stock on the exchange of the HACI Common Stock for shares of Company Common Stock, (3) gain or loss should be recognized as a result of the exchange of Public Warrants in return for warrants exercisable for shares of Company Common Stock, (4) the tax basis of the Company Common Stock received by the holders of HACI Common Stock in the Merger should be the same as the adjusted tax basis of the HACI Common Stock surrendered in exchange therefor, (5) the holding period of the Company Common Stock received in the Merger by holders of HACI Common Stock will include the period during which such HACI Common Stock was held, (6) holders of warrants exercisable for shares of Company Common Stock will have an adjusted tax basis in such warrants equal to their fair market value as of the date of the Merger, and (7) the holding period of the warrants exercisable for shares of Company Common Stock received by Public Warrant holders will start on the day after the Merger.

 

U.S. holders (defined below) who elect conversion generally will recognize gain or loss upon conversion.

 

See the section entitled “Material U.S. Federal Income Tax Consequences” for a more comprehensive discussion of the tax aspects of the Merger and Conversion.

 

The tax consequences to holders of HACI Common Stock or Public Warrants will depend on their own particular situations. Accordingly, holders of HACI Common Stock or Public Warrants are urged to consult their tax advisors for a full understanding of the particular tax consequences to them.

 

Anticipated Accounting Treatment

 

The acquisition of Resolute by HACI will be accounted for as a purchase. The consideration for Resolute will include the fair value of 9,200,000 shares of Company Common Stock, 4,600,000 Company Founders

Warrants, 2,333,333 Company Sponsors Warrants, and 1,385,000 Company Earnout Shares Stock plus the assumption of all outstanding debt and liabilities of Resolute in excess of the current assets acquired. The actual fair value of the total purchase consideration will vary with fluctuations in the price of HACI Common Stock and with the level of debt outstanding under Aneth’s credit facilities. Additionally, the actual purchase price allocation will not be known until after closing of the Acquisition and will be further impacted by fluctuations in the market price of crude oil and natural gas.

 

Regulatory Matters

 

The Acquisition and the transactions contemplated by the Acquisition Agreement are not subject to any additional federal or state regulatory requirements or approvals, except for the SEC declaring effective the Company’s registration statement of which this proxy statement/prospectus is a part and filings with the State of Delaware necessary to effectuate the Charter Amendment and the Merger.

 

Rescission and Damages Rights

 

A HACI securityholder at the time of the closing of the Acquisition that purchased HACI units in the IPO, or an IPO Purchaser, may have securities law claims against HACI for rescission or damages on the basis, for example, that the IPO prospectus did not disclose that HACI may seek to amend its charter prior to the consummation of a business combination, that funds in the trust account might be used, directly or indirectly, to purchase Public Shares other than from holders who have voted against the Acquisition Proposal and properly demanded that their Public Shares be converted into cash, that HACI may consummate a business combination with an entity engaged in the energy industry as its principal business, that HACI may seek to amend the terms of the Warrant Agreement and exchange a portion of its outstanding Public Warrants for cash financed out of the trust account or that Mr. Hicks’ co-investment may terminate. Rescission would give a successful IPO Purchaser claimant the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities. An IPO Purchaser who has properly exercised its conversion rights or dissenter’s rights will not be eligible for rescission in connection with any securities law claims it may have against HACI in connection with HACI units purchased in the IPO. In addition, an IPO Purchaser who purchased HACI units in the IPO but who has separated its HACI units into the component common stock and warrants and no longer owns the common stock or warrants included in such HACI units may not be entitled to rescission in connection with any such securities law claims.

 

A successful IPO Purchaser claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of his or her securities caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining such securities. Such claims may entitle IPO Purchasers asserting them to up to $10.00 per HACI unit, based on the initial offering price of the HACI units sold in the IPO, or $10.00 per share less any amount received from the sale or fair market value of the original HACI warrants purchased as part of the HACI units, plus interest from the date of the IPO. In the case of IPO Purchasers, this amount may be more than the cash to which they are entitled upon exercise of their conversion rights or dissenter’s rights or upon liquidation of HACI. See the section entitled “The Acquisition — Rescission and Damages Rights” for additional information about rescission and damages rights.

 

Board of Directors of the Company

 

The Acquisition Agreement provides that effective immediately after the closing of the Acquisition, the board of directors of the Company will consist of nine members divided into three separate classes. Three directors will be appointed as Class I directors and serve until the first annual meeting of the Company’s stockholders. Three directors will be appointed as Class II directors and will serve until the second annual meeting of the Company’s stockholders. Three directors will be appointed as Class III directors and will serve until the third annual meeting of the Company’s stockholders. See the section entitled “The Company Executive Officers, Directors, Executive Compensation and Corporate Governance” for additional information.

Comparison of Rights of Stockholders of HACI and the Company

 

HACI and the Company are incorporated under the laws of the State of Delaware. Upon consummation of the Acquisition, HACI stockholders will become stockholders of the Company. The Company’s amended and restated certificate of incorporation that will be in effect at the closing of the Acquisition, or the Company’s charter, differs from HACI’s charter. For a more complete description of the difference between the rights of the stockholders of HACI and the rights of stockholders of the Company, please refer to the section entitled “Comparison of Rights of Stockholders of HACI and the Company.”

 

The Stockholder Adjournment Proposal

 

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting of HACI stockholders to permit HACI to elect the directors, effect the Charter Amendment, or consummate the Acquisition (because either the Acquisition Proposal is not approved by the affirmative vote of the holders of a majority of the issued and outstanding HACI Common Stock as of the record date or if holders of 30% or more of the Public Shares have indicated that they will vote against the Acquisition Proposal and properly exercise their conversion rights), the Stockholder Adjournment Proposal allows HACI’s board of directors to adjourn the special meeting of HACI stockholders to a later date or dates, if necessary, to permit further solicitation of proxies. Such special meeting could be adjourned to as late as September 28, 2009. See the section entitled “The Stockholder Adjournment Proposal” for additional information.

 

Recommendation to HACI Public Warrantholders

 

By vote of a majority, HACI’s board of directors recommends that the HACI Public Warrantholders vote “FOR” each of the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal, if necessary, to be presented at the special meeting of HACI Public Warrantholders. When you consider the recommendation of HACI’s board of directors in favor of the Warrant Amendment Proposal, you should keep in mind that certain of HACI’s directors and officers have interests in the Acquisition that may conflict with your interests as a warrantholder. See the section entitled, “The Acquisition — Potential Conflicts of Interests of HACI’s Directors and Officers in the Acquisition.”

 

Recommendation to HACI Stockholders

 

At least a majority of HACI’s board of directors believes that each of the Director Election Proposal, the Charter Amendment — Existence Proposal, the Charter Amendment — Purpose Proposal, the Acquisition Proposal and the Stockholder Adjournment Proposal, if necessary, to be presented at the special meeting of HACI stockholders is fair to, and in the best interests of, HACI and its stockholders and recommends that its stockholders vote “FOR” each of the proposals. When you consider the recommendation of HACI’s board of directors in favor of the Charter Amendment — Existence Proposal, the Charter Amendment — Purpose Proposal and the Acquisition Proposal, you should keep in mind that certain of HACI’s directors and officers may have interests in the Acquisition that may conflict with your interests as a stockholder. See the section entitled, “The Acquisition — Potential Conflicts of Interests of HACI’s Directors and Officers in the Acquisition.”

 

Date, Time and Place of Special Meeting of HACI Public Warrantholders and Special Meeting of HACI Stockholders

 

The special meeting of HACI Public Warrantholders and the special meeting of HACI stockholders will be held at 10:00 am and 10:30 am, Central Standard time, respectively, on September 24, 2009, at the offices of Akin Gump Strauss Hauer & Feld LLP at 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

 

You will be entitled to vote or direct votes to be cast at the special meeting of HACI Public Warrantholders if you owned Public Warrants at the close of business on September 8, 2009, or the special meeting of HACI stockholders if you owned shares of HACI Common Stock at the close of business on August 31, 2009, which are the respective record dates for the special meeting of HACI Public Warrantholders and the special meeting of HACI stockholders. You are entitled to one vote for each share of HACI Common Stock you owned and one vote for each share of HACI Common Stock underlying the Public Warrants you owned at the close of business on the record date. If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares or warrants you beneficially own are properly counted. The Public Warrants do not have voting rights other than with respect to the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal. On the record date, there were 76,000,000 HACI warrants outstanding, of which 55,200,000 are Public Warrants, 13,800,000 are Founder Warrants held by the Initial Stockholders and 7,000,000 are Sponsor Warrants held by the Sponsor. As of the record date, there were 69,000,000 shares of HACI Common Stock outstanding, of which 55,200,000 are Public Shares and 13,800,000 are Founder Shares held by the Initial Stockholders.

 

Required Vote for Warrantholder Proposals

 

Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the Public Warrants as of the record date.

 

Approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the outstanding Public Warrants represented in person or by proxy at the special meeting of HACI Public Warrantholders and entitled to vote thereon as of the record date.

 

Abstentions will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal and the Adjournment Proposal. Broker non-votes will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal and will have no effect on the Warrantholder Adjournment Proposal. Holders of Founder Warrants and Sponsor Warrants will not vote on the Warrant Amendment Proposal or the Warrantholder Adjournment Proposal.

 

Quorum and Required Vote for Stockholder Proposals

 

A quorum of HACI stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of HACI stockholders if a majority of the HACI Common Stock outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

 

Election of the director nominees requires a plurality of all votes cast, in person or by proxy. Abstentions and broker non-votes will have no effect on the election of directors.

 

Approval of the Charter Amendment — Existence Proposal and the Charter Amendment — Purpose Proposal require the affirmative vote of a majority of the issued and outstanding shares of HACI Common Stock entitled to vote thereon as of the record date.

 

Approval of the Acquisition Proposal requires the affirmative vote of a majority of the issued and outstanding HACI Common Stock entitled to vote thereon as of the record date. In addition, the Acquisition will not be consummated if holders of 30% or more of the Public Shares (16,560,000 shares or more) vote against the Acquisition Proposal and properly exercise their conversion rights. Please note that you cannot seek conversion of your Public Shares unless you vote against the Acquisition Proposal.

Approval of the Stockholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of HACI Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting.

 

Abstentions are considered present for purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Charter Amendment — Existence Proposal, the Charter Amendment — Purpose Proposal, the Acquisition Proposal and the Stockholder Adjournment Proposal. Broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment — Existence Proposal, the Charter Amendment — Purpose Proposal, and the Acquisition Proposal and will have no effect on the remaining proposals presented to the stockholders.

 

Proxies

 

Proxies may be solicited by mail, telephone or in person. HACI’s proxy solicitor is Morrow & Co., LLC who can be reached at 470 West Avenue, Stamford, Connecticut. Its telephone number is (800) 662-5200.

 

If you grant a proxy, you may still vote your shares or warrants, as the case may be, in person if you revoke your proxy before the special meeting of HACI stockholders or special meeting of HACI Public Warrantholders. You may also change your vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of HACI Public Warrantholders and Special Meeting in Lieu of 2009 Annual Meeting of HACI Stockholders — Revoking Your Proxy.”

 

Vote of the Initial Stockholders

 

As of the record date for the special meeting of HACI stockholders, the Initial Stockholders owned an aggregate of approximately 20% of the outstanding shares of HACI Common Stock, consisting of 13,800,000 Founder Shares that were acquired prior to the IPO.

 

Immediately prior to the consummation of the IPO, HACI and the representative of the underwriters in the IPO entered into agreements with the Initial Stockholders, at the request of the underwriter, pursuant to which the Initial Stockholders agreed to vote:

 

 

The Initial Stockholders did not agree, however, to vote in favor of an amendment to HACI’s charter that would permit HACI to complete a business combination with an entity engaged in the energy industry as its principal business, as such amendment was not contemplated at the time of HACI’s IPO. At the special meeting, the Initial Stockholders intend to vote in favor of the Charter Amendment — Existence Proposal and the Charter Amendment — Purpose Proposal, which will include the amendment to HACI’s charter to permit HACI’s perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business, despite the provisions in HACI’s charter prohibiting it from consummating a business combination with an entity engaged in the energy industry, as previously discussed in the prospectus used to offer and sell HACI units in connection with the IPO.

 

Approval of each of the Acquisition Proposal and the Charter Amendment — Existence Proposal and the Charter Amendment — Purpose Proposal require the affirmative vote of a majority of the outstanding HACI Common Stock. If the Initial Stockholders or HACI’s officers and directors purchase Public Shares from existing HACI Public Stockholders that are likely to vote against the Acquisition Proposal or that are likely to elect to exercise their conversion rights, the probability that the Acquisition Proposal will be approved would increase.

In connection with the Acquisition, the Founder Warrants and Sponsor Warrants are also being amended pursuant to the Warrant Amendment, to permit the cancellation of 4,600,000 Founder Warrants and transfer of 2,333,333 Sponsor Warrants, as contemplated by the Acquisition Agreement. Such amendment requires the consent of a majority of the Founder Warrants and a majority of the Sponsor Warrants. The Initial Stockholders, which hold all of the outstanding Founder Warrants and Sponsor Warrants, have indicated to HACI their intention to consent to such amendment.

 

Description of Securities of the Company

 

Company Common Stock

 

Holders of Company Common Stock will have voting rights and dividend participation rights, except in the case of the Company Earnout Shares, which are subject to forfeiture and will not have dividend rights unless the post-closing Company Common Stock trading price target of $15.00 per share is met in the established timeframe.

 

Warrants

 

Company Warrants

 

Each Company warrant will entitle the holder to purchase one share of Company Common Stock at a price of $13.00 per share, subject to adjustment, at any time commencing on the closing of the Acquisition and continuing for a period that ends five years from the closing of the Acquisition. However, the warrants will be exercisable only if a registration statement relating to the Company Common Stock issuable upon exercise of the warrants is effective and current. At any time while the warrants are exercisable and an effective registration statement covering the shares of Company Common Stock issuable upon exercise of the warrants is available and current throughout a 30-day redemption period, the Company may call the outstanding warrants (except as described below with respect to the Company Founders Warrants and the Company Sponsors Warrants) for redemption:

 

 

Company Founders Warrants

 

The terms of the Company Founders Warrants will be identical to the terms of the Company warrants except that the Company Founders Warrants:

 

 

 

Company Sponsors Warrants

 

The terms of the Company Sponsors Warrants will be identical to the terms of the Company warrants except that the Company Sponsors Warrants:

 

 

Price Range of HACI Securities

 

The following table sets forth the high and low sale prices for the HACI units, HACI Common Stock and Public Warrants, respectively, on the NYSE Amex LLC, or the NYSE Amex, on July 31, 2009, the trading day prior to HACI’s announcement of the Acquisition.

 

 

Ownership Structure of HACI and the Company

 

The following tables and accompanying footnotes set forth certain information regarding the ownership structure of HACI or the Company, as indicated in such tables (assuming (i) either maximum or minimum conversion by HACI stockholders of their shares of HACI Common Stock pursuant to the conversion rights granted under HACI’s charter and (ii) no Public Shares are purchased by HACI prior to the Acquisition). The information provided in the following tables is presented as follows:

 

Table 1 — Pre-Acquisition Ownership Structure of HACI as Contemplated in the IPO Prospectus. The ownership structure of HACI immediately prior to the Acquisition is presented as contemplated in the IPO prospectus. Specifically, the presentation assumes that the co-investment obligation of Mr. Thomas O. Hicks to purchase from HACI 2,000,000 co-investment units (each consisting of one share of HACI Common Stock and one warrant, which we refer to as Co-Investment Shares and Co-Investment Warrants, respectively) at a price of $10.00 per unit has been fulfilled.

 

Table 2 — Pre-Merger Ownership Structure of HACI as Modified in the Acquisition. The ownership structure of HACI immediately prior to the Merger is presented taking into effect changes contemplated by the terms of the Acquisition Agreement. Specifically, the Acquisition Agreement requires the following changes to the ownership structure of HACI immediately prior to the Merger:

 

 

 

Table 3 — Post-Acquisition Ownership Structure of the Company Assuming Exercise of All Warrants.  The beneficial ownership structure of the Company immediately after the Acquisition is presented taking into effect (i) changes to the pre-Merger ownership structure of HACI as contemplated by the terms of the Acquisition Agreement, as presented in Table 2 above, and (ii) the consummation of the Acquisition. In addition to the changes to the pre-Merger ownership structure of HACI as noted above for Table 2, Table 3 reflects:

 

 

In addition, we have assumed for purposes of the information presented that 27,600,000 Public Warrants are exchanged for Company warrants and 27,600,000 Public Warrants are exchanged for the Cash Amount.

 

Table 4 — Post-Acquisition Ownership Structure of the Company Without Regard to Warrants.  The ownership structure of the Company immediately after the Acquisition is presented taking into effect (i) changes to the pre-Merger ownership structure of HACI as contemplated by the terms of the Acquisition Agreement and (ii) the consummation of the Acquisition, as presented in Table 3, provided that the information in Table 4 is presented based solely on the shares of Company Common Stock issued and outstanding immediately after the Acquisition, without taking into effect Company warrants, Company Sponsors Warrants or Company Founders Warrants.

 

Table 1 — Pre-Acquisition Ownership Structure of HACI as Contemplated in the IPO Prospectus

 

 

Table 2 — Pre-Merger Ownership Structure of HACI as Modified in the Acquisition

 

Table 3 — Post-Acquisition Ownership Structure of the Company Assuming Exercise of All Warrants

 

 

Table 4 — Post-Acquisition Ownership Structure of the Company Without Regards to Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For additional information on the beneficial ownership of the Sponsor, Seller and certain other beneficial owners, see section entitled “Beneficial Ownership of Securities.”

 

Risk Factors

 

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

 

The following table presents summary historical financial data of Resolute Natural Resources Company, LLC, WYNR, LLC, BWNR, LLC, RNRC Holdings, Inc., Resolute Aneth, LLC and Resolute Wyoming, Inc., each of which are subsidiaries of Seller and are collectively referred to in this proxy statement prospectus as “Resolute” or the “Companies,” and unaudited summary pro forma financial data of Resolute Energy Corporation. Also, included in the following table is Adjusted EBITDA, which is a financial measure not calculated in accordance with generally accepted accounting principles, or GAAP. Please read “— Non-GAAP Financial Measures.”

 

The summary historical and unaudited pro forma financial data have been prepared on the following basis:

 

 

 

The summary pro forma financial data should not be considered as indicative of the historical results the Company would have had or the results the Company will have after the Acquisition. You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Resolute,” the historical combined financial statements of Resolute and notes thereto, and the unaudited pro forma consolidated financial statements of the Company and notes thereto. Among other things, the historical and pro forma consolidated financial statements include more detailed information regarding the basis of presentation for the following information. In addition, the pro forma financial information does not include the estimated $3.0 million of annual incremental general and administrative expenses that Resolute expects to incur as a result of being a publicly traded company.

 

The following is presented in thousands, except per share data:

 

 

 

 

Non-GAAP Financial Measures

 

Included in this proxy statement/prospectus is the non-GAAP financial measure Adjusted EBITDA. Set forth below is a reconciliation of Adjusted EBITDA to its most directly comparable financial measures as calculated and presented in accordance with GAAP.

 

Adjusted EBITDA.  Adjusted EBITDA (a non-GAAP measure) is defined as net income plus net interest expense, income taxes, depletion, depreciation and amortization, impairment expense, accretion of asset retirement obligation, change in fair value of derivative instruments, expiration of puts and non-cash equity-based compensation expense. This definition is consistent with the definition of EBITDA in Resolute’s existing credit agreements. Adjusted EBITDA is also a financial measure that Resolute expects will be reported to its lenders and used as a gauge for compliance with some of the anticipated financial covenants under its amended revolving credit facility.

 

Adjusted EBITDA is used as a supplemental liquidity or performance measure by Resolute’s management and by external users of its financial statements such as investors, commercial banks, research analysts and others, to assess:

 

 

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. Because Resolute has borrowed money to finance its operations, interest expense is a necessary element of its costs and its ability to generate gross margins. Because Resolute uses capital assets, depletion, depreciation and amortization are also necessary elements of its costs. Therefore, any measures that exclude these elements have material limitations. To compensate for these limitations, Resolute believes that it is important to consider both net income and net cash provided by operating activities determined under GAAP, as well as Adjusted EBITDA, to evaluate its financial performance and liquidity. Adjusted EBITDA excludes some, but not all, items that affect net income, operating income and net cash provided by operating activities and these measures may vary among companies. Resolute’s Adjusted EBITDA may not be comparable to Adjusted EBITDA or EBITDA of any other company because other entities may not calculate these measures in the same manner.

The following table provides a reconciliation of Adjusted EBITDA to net income (loss) and net cash provided by (used in) operating activities (in thousands).