##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                     to
 Commission File Number: 001-33704
 
 HICKS ACQUISITION COMPANY I, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    20-8521842
(I.R.S. Employer
Identification No.)
 100 Crescent Court, Suite 1200, Dallas, Texas 75201
(214) 615-2300
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 þ o




---



##### 



HICKS ACQUISITION COMPANY I, INC.
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008
    
    
    3Condensed Statements of Operations for the three months ended June 30, 2009 and
2008, the six months ended June 30, 2009 and 2008 and the period from February 26,
2007 (inception) through June 30, 2009 (unaudited)
    
    
    4Condensed Statement of Stockholders Equity for the period February 26, 2007
(inception) through June 30, 2009 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 2009 and 2008
and the period from February 26, 2007 (inception) through June 30, 2009 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATION
    
    
    21Item 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults Upon Senior Securities
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30EX-31EX-32
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 CONDENSED BALANCE SHEETS
 June 30, 2009
    
    
    December 31, 2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    104,436
    
    
    $
    819,061Cash and cash equivalents held in trust
    
    
    18,325
    
    
    
    250,023,554Marketable securities held in trust
    
    
    539,771,952
    
    
    
    290,117,945Other assets
    
    
    168,109
    
    
    
    67,530Total current assets
    
    
    540,062,822
    
    
    
    541,028,090Noncurrent assets:Deferred tax assets
    
    
    1,374,018
    
    
    
    269,305Deferred acquisition costs
    
    
    
    
    
    
    3,499,953Total assets
    
    $
    541,436,840
    
    
    $
    544,797,348LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    717,363
    
    
    $
    633,889Accrued expenses
    
    
    105,989
    
    
    
    200,983Accrued federal and state taxes
    
    
    
    
    
    
    1,004,011Accrued expenses-related party
    
    
    7,544
    
    
    
    63,705Deferred underwriters commission
    
    
    17,388,000
    
    
    
    17,388,000Total current liabilities
    
    
    18,218,896
    
    
    
    19,290,588Common stock, subject to possible redemption: 16,559,999 shares at $9.71 per share
    
    
    160,797,590
    
    
    
    160,797,590Deferred interest attributable to common stock subject to possible redemption
(net of taxes of $1,366,012 and $1,313,840 at June 30, 2009 and December 31,
2008, respectively)
    
    
    2,651,670
    
    
    
    2,509,186Commitments and contingenciesStockholders equity:Preferred stock $0.0001 par value; 1,000,000 shares authorized; none issued or
outstanding at June 30, 2009 and December 31, 2008 respectively
    
    
    
    
    
    
    Common stock, $0.0001 par value 225,000,000 shares authorized; issued and
outstanding 69,000,000 shares (less 16,559,999 shares subject to possible
redemption) at June 30, 2009 and December 31, 2008 respectively
    
    
    5,244
    
    
    
    5,244Additional paid-in capital
    
    
    357,999,322
    
    
    
    357,999,322Earnings accumulated during the development stage
    
    
    1,764,118
    
    
    
    4,195,418Total stockholders equity
    
    
    359,768,684
    
    
    
    362,199,984Total liabilities and stockholders equity
    
    $
    541,436,840
    
    
    $
    544,797,348
  3




---



##### Table of Contents



HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
 Period fromFebruary 26, 2007Three Months Ended
    
    
    Six Months Ended
    
    
    (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Operating expenses:Formation and operating costs
    
    $
    169,187
    
    
    $
    261,999
    
    
    $
    278,870
    
    
    $
    458,499
    
    
    $
    1,267,934Professional fees
    
    
    84,157
    
    
    
    74,628
    
    
    
    235,820
    
    
    
    167,039
    
    
    
    1,557,926Write-off (recovery) of deferred
acquisition costs
    
    
    
    
    
    
    
    
    
    
    3,499,953
    
    
    
    
    
    
    
    3,499,953Loss from operations before
other income (expense) and
income tax expense
    
    
    (253,344
    )
    
    
    (336,627
    )
    
    
    (4,014,643
    )
    
    
    (625,538
    )
    
    
    (6,325,813
    )Other income (expense):Interest income
    
    
    190,830
    
    
    
    1,609,737
    
    
    
    648,851
    
    
    
    4,537,124
    
    
    
    13,403,696State taxes other than income taxes
    
    
    (57,745
    )
    
    
    (11,655
    )
    
    
    (102,111
    )
    
    
    (46,621
    )
    
    
    (386,598
    )Total other income
    
    
    133,085
    
    
    
    1,598,082
    
    
    
    546,740
    
    
    
    4,490,503
    
    
    
    13,017,098(Loss) income before income
tax expense
    
    
    (120,259
    )
    
    
    1,261,455
    
    
    
    (3,467,903
    )
    
    
    3,864,965
    
    
    
    6,691,285Income tax benefit (expense)
    
    
    40,888
    
    
    
    449,171
    
    
    
    1,179,087
    
    
    
    1,354,254
    
    
    
    2,275,497Net (loss) income
    
    
    (79,371
    )
    
    
    812,284
    
    
    
    (2,288,816
    )
    
    
    2,510,711
    
    
    
    4,415,788Deferred interest, net of taxes,
attributable to common stock subject
to possible redemption
    
    
    (37,772
    )
    
    
    (313,383
    )
    
    
    (142,484
    )
    
    
    (891,952
    )
    
    
    (2,651,670
    )Net (loss) income attributable
to common stock
    
    $
    (117,143
    )
    
    $
    498,901
    
    
    $
    (2,431,300
    )
    
    $
    1,618,759
    
    
    $
    1,764,118(Loss) earnings per share:Basic and diluted
    
    $
    0.00
    
    
    $
    0.01
    
    
    $
    (0.05
    )
    
    $
    0.03
    
    
    $
    0.04Weighted average shares outstanding:Basic and diluted
    
    
    52,440,001
    
    
    
    52,440,001
    
    
    
    52,440,001
    
    
    
    52,440,001
    
    
    
    42,195,720
  4




---



##### Table of Contents



HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 STATEMENT OF STOCKHOLDERS EQUITY
 EarningsAccumulatedduring theCommon Stock
    
    
    Additional paid-
    
    
    development
    
    
    StockholdersShares
    
    
    Amount
    
    
    in-capital
    
    
    stage
    
    
    equityInitial capital from founding stockholder for cash
    
    
    11,500,000
    
    
    $
    1,150
    
    
    $
    23,850
    
    
    $
    
    
    
    $
    25,000Stock dividend
    
    
    2,300,000
    
    
    
    230
    
    
    
    (230
    )
    
    
    
    
    
    
    Sale of 55,200,000 units, net of underwriters
discount and offering costs
    
    
    55,200,000
    
    
    
    5,520
    
    
    
    511,771,636
    
    
    
    
    
    
    
    511,777,156Proceeds subject to possible redemption of 16,559,999
shares
    
    
    
    
    
    
    (1,656
    )
    
    
    (160,795,934
    )
    
    
    
    
    
    
    (160,797,590
    )Proceeds from sale of warrants to sponsor
    
    
    
    
    
    
    
    
    
    
    7,000,000
    
    
    
    
    
    
    
    7,000,000Net income attributable to common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,697,250
    
    
    
    1,697,250Balance as of December 31, 2007
    
    
    69,000,000
    
    
    $
    5,244
    
    
    $
    357,999,322
    
    
    $
    1,697,250
    
    
    $
    359,701,816Net income attributable to common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,498,168
    
    
    
    2,498,168Balance as of December 31, 2008
    
    
    69,000,000
    
    
    $
    5,244
    
    
    $
    357,999,322
    
    
    $
    4,195,418
    
    
    $
    362,199,984Net loss attributable to common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,431,300
    )
    
    
    (2,431,300
    )Balance as of June 30, 2009 (unaudited)
    
    
    69,000,000
    
    
    $
    5,244
    
    
    $
    357,999,322
    
    
    $
    1,764,118
    
    
    $
    359,768,684
  5




---



##### Table of Contents



HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
 Period fromFebruary 26, 2007Six Months Ended
    
    
    (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Cash flows from operating activities:Net income attributable to common stock
    
    $
    (2,431,300
    )
    
    $
    1,618,759
    
    
    $
    1,764,118Adjustments to reconcile net income attributable to common
stock to net cash provided by operating activities:Change in deferred tax asset
    
    
    (1,104,713
    )
    
    
    20,413
    
    
    
    (1,374,018
    )Deferred interest attributable to common stock subject
to possible redemption
    
    
    142,484
    
    
    
    891,952
    
    
    
    2,651,670Write-off of deferred acquisition costs
    
    
    3,499,953
    
    
    
    
    
    
    
    3,499,953Change in operating assets and liabilities:Other assets
    
    
    (26,205
    )
    
    
    (1,128,485
    )
    
    
    (168,109
    )Accrued federal and state taxes
    
    
    (1,078,385
    )
    
    
    (314,651
    )
    
    
    Accounts payable
    
    
    159,274
    
    
    
    (330,364
    )
    
    
    717,363Accrued expenses
    
    
    (94,994
    )
    
    
    18,737
    
    
    
    105,989Accrued expenses  related party
    
    
    (56,161
    )
    
    
    (113,289
    )
    
    
    7,544Net cash (used in) provided by operating activities
    
    
    (990,047
    )
    
    
    663,072
    
    
    
    7,204,510Cash flows from investing activities:(Decrease) increase in cash and cash equivalents held
in trust account
    
    
    (250,005,229
    )
    
    
    10
    
    
    
    18,325Purchase of marketable securities held in trust, net of
maturities
    
    
    250,280,651
    
    
    
    270,833
    
    
    
    (539,884,402
    )Payment of deferred acquisition costs
    
    
    
    
    
    
    (36,682
    )
    
    
    (3,424,153
    )Net cash (used in) provided by investing activities
    
    
    275,422
    
    
    
    234,161
    
    
    
    (543,290,230
    )Cash flows from financing activities:Proceeds from note payable  related party
    
    
    
    
    
    
    
    
    
    
    225,000Payment on note payable  related party
    
    
    
    
    
    
    
    
    
    
    (225,000
    )Proceeds from sale of units to sponsor
    
    
    
    
    
    
    
    
    
    
    25,000Proceeds from sale of warrants to initial founder
    
    
    
    
    
    
    
    
    
    
    7,000,000Proceeds from initial public offering, net of
underwriters discount and offering costs
    
    
    
    
    
    
    
    
    
    
    529,165,156Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    536,190,156(Decrease) Increase in cash and cash equivalents
    
    
    (714,625
    )
    
    
    897,233
    
    
    
    104,436Cash and cash equivalents, beginning of period
    
    
    819,061
    
    
    
    52,053
    
    
    
    Cash and cash equivalents, end of period
    
    $
    104,436
    
    
    $
    949,286
    
    
    $
    104,436Supplemental disclosure of noncash financing activities:Deferred acquisition costs included in accounts payable and
accrued expenses
    
    $
    
    
    
    $
    1,946,913
    
    
    $
    Accrual of deferred underwriters commission
    
    $
    
    
    
    $
    
    
    
    $
    17,388,000Cash paid during the period for:Interest
    
    $
    
    
    
    $
    
    
    
    $
    Income taxes
    
    $
    980,000
    
    
    $
    2,750,000
    
    
    $
    3,730,000
  6




---



##### Table of Contents



HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1Interim Financial Information
   Note 2Organization and Nature of Business Operations
      7




---



##### Table of Contents



8




---



##### Table of Contents



Note 3Summary of Significant Accounting Policies
 Cash and Cash Equivalents
  Cash and Cash Equivalents Held in Trust
  Marketable Securities Held in Trust
  Earnings per Common Share
   Use of Estimates
  Income Taxes
  Deferred Acquisition Costs
 Business Combinations
 9




---



##### Table of Contents



Recent Accounting Pronouncements
 Subsequent Events
  Note 4Initial Public Offering
   Note 5Proposed Business Combination
   10




---



##### Table of Contents



Note 6Marketable Securities Held in Trust
  Gross unrealized
    
    
    Gross unrealizedAt June 30, 2009
    
    Carrying amount
    
    
    Accrued Interest
    
    
    holding gains
    
    
    holding (losses)
    
    
    Fair valueHeld to Maturity:U.S. Treasury Bills
    
    $
    539,678,082
    
    
    $
    93,870
    
    
    $
    
    
    
    $
    
    
    
    $
    539,771,952
 Gross unrealized
    
    
    Gross unrealizedAt December 31, 2008
    
    Carrying amount
    
    
    Accrued Interest
    
    
    holding gains
    
    
    holding (losses)
    
    
    Fair valueHeld to Maturity:U.S. Treasury Bills
    
    $
    289,746,162
    
    
    $
    371,783
    
    
    $
    
    
    
    $
    
    
    
    $
    290,117,945
  Note 7Note Payable to Affiliate and Related-Party Transactions
    11




---



##### Table of Contents



Note 8Founders Units
    
    
    the founders shares are subject to the transfer restrictions described below;
    
    the initial stockholders have agreed to vote the founders shares in the same manner as a
majority of the public stockholders in connection with the vote required to approve a
business combination;
    
    the initial stockholders will not be able to exercise conversion rights granted to the
public stockholders with respect to the founders shares; and
    
    the initial stockholders have waived their rights to participate in any liquidation
distribution with respect to the founders shares if the Company fails to consummate a
business combination.
  
    
    the founders warrants are subject to the transfer restrictions described below;
    
    the founders warrants may not be exercised unless and until the last sale price of the
Companys common stock equals or exceeds $13.75 per share for any 20 days within any 30
trading day period beginning 90 days after the Companys initial
 12




---



##### Table of Contents



business combination and there is an effective registration statement covering the shares of
common stock issuable upon exercise of the warrants;
    
    the founders warrants will not be redeemable by the Company as long as they are held by
our initial stockholders or their permitted transferees; and
    
    the founders warrants may be exercised by the holders on a cashless basis.
  Note 9Stockholders Equity
 Preferred Stock
  Common Stock
  Note 10Stock Split
   Note 11Subsequent Events
 Subsequent Events
  13




---



##### Table of Contents



14




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Special Note Regarding Forward Looking Statements
  Overview
   
    
    may significantly dilute the equity interest of our investors;
    
    may subordinate the rights of holders of common stock if preferred stock is issued with
rights senior to those afforded our common stock;
    
    could cause a change in control if a substantial number of shares of our common stock is
issued, which may affect, among other things, our ability to use our net operating loss
carry forwards, if any, and could result in the resignation or removal of our present
officers and directors;
    
    may have the effect of delaying or preventing a change of control of us by diluting the
stock ownership or voting rights or a person seeking to obtain control of our company; and
 15




---



##### Table of Contents




    
    may adversely affect prevailing market prices for our common stock and/or warrants.
  
    
    default and foreclosure on our assets if our operating revenues after an initial business
combination are insufficient to repay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we make all principal
and interest payments when due if we breach certain covenants that require the maintenance
of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any, if the debt security
is payable on demand; and
    
    our inability to obtain necessary additional financing if the debt security contains
covenants restricting our ability to obtain such financing while the debt security is
outstanding.
 Business Combination with Resolute Energy
      16




---



##### Table of Contents



Business Combination with Graham Packaging
  17




---



##### Table of Contents



Results of Operations and Known Trends or Future Events
      Liquidity and Capital Resources
  
    
    $1.1 million for federal and state taxes; and
    
    $613,000 of expenses in legal, accounting and filing fees relating to our SEC reporting
obligations, general corporate matters, and miscellaneous expenses.
  
    
    due diligence and investigation of prospective target businesses;
    
    legal and accounting fees relating to our SEC reporting obligations and general corporate
matters;
 18




---



##### Table of Contents




    
    structuring and negotiating a business combination, including the making of a down
payment or the payment of exclusivity or similar fees and expenses; and
    
    other miscellaneous expenses.
  Off Balance Sheet Requirements
  Contractual Obligations
  Critical Accounting Policies
 Cash and Cash Equivalents
  Cash and Cash Equivalents Held in Trust
  Marketable Securities Held in Trust
  Earnings per Common Share
   19




---



##### Table of Contents



Use of Estimates
  Income Taxes
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures
    20




---



##### Table of Contents



(b) Changes in Internal Controls
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
    NYSE Amex may delist our securities from quotation on its exchange, which could limit investors
ability to make transactions in our securities and subject us to additional trading restrictions.
   
 
 
 
  We may not be able to consummate the Resolute Transaction  within
the required timeframe, in which case our corporate existence will
cease and we will liquidate our
assets.
  21




---



##### Table of Contents



If we liquidate before concluding the Resolute Transaction, our
stockholders may receive less than $10.00 per share on distribution of trust account funds and our
warrants will expire worthless.
  If we are unable to consummate the Resolute Transaction, our
stockholders will be forced to wait, at a minimum, until September 28, 2009 before receiving
liquidation distributions.
  The ability of our stockholders to exercise their conversion rights may not allow us to consummate
the Resolute Transaction or optimize our capital structure.
  If the Resolute Transaction is not consummated, resources spent by us to research the Resolute
Transaction will have been wasted, which could materially adversely affect our subsequent attempts
to locate and acquire or merge with another business.
  22




---



##### Table of Contents



If our due diligence investigation of Resolute was inadequate, then stockholders of REC following
the Resolute Transaction could lose some or all of their investment.
  If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share liquidation price received by stockholders may be less than approximately $9.78
per share.
    Our stockholders may be held liable for claims by third parties against us to the extent of
distributions received by them.
   23




---



##### Table of Contents



If we are deemed to be an investment company under the Investment Company Act, we may be required
to institute burdensome compliance requirements and our activities may be restricted, which may
make it difficult to complete the Resolute Transaction.
   
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
    
    reporting, record keeping, voting, proxy and disclosure requirements and other rules and
regulations.
  Changes in laws or regulations, or failure to comply with any laws and regulations, may adversely
affect our business, investments and results of operations.
  24




---



##### Table of Contents



Although we have agreed to file a registration statement registering the shares of our common stock
issuable upon exercise of the warrants prior to the time the warrants become exercisable, an
effective registration statement may not be in place when an investor desires to exercise warrants,
thus precluding such investor from being able to exercise its warrants and causing such warrants to
expire worthless.
  An investor will only be able to exercise a warrant if the issuance of common stock upon such
exercise has been registered or qualified or is deemed exempt under the securities laws of the
state of residence of the holder of the warrants.
  We are dependent upon Mr. Hicks and his loss could adversely affect our ability to operate.
  25




---



##### Table of Contents



The Initial Stockholders own shares of our common stock and warrants to purchase common stock that
were issued in private placements prior to or simultaneously with the Offering. These shares and
warrants will not participate in liquidation distributions if our initial business combination is
not consummated and, therefore, our officers and directors may have a conflict of interest in
determining whether a particular target business is appropriate for our initial business
combination.
   The Sponsor, which is an entity controlled by Thomas O. Hicks, our founder and chairman of the
board, controls a substantial interest in us and thus may influence certain actions requiring a
stockholder vote.
  We, and after the consummation of the Resolute Transaction, REC, may redeem our warrantholders
unexpired warrants prior to their exercise at a time that is disadvantageous to them, thereby
making their warrants worthless.
  
    
    to exercise their warrants and pay the exercise price therefor at a time when it may be
disadvantageous for them to do so;
    
    to sell their warrants at the then current market price when they might otherwise wish
to hold their warrants; or
    
    to accept the nominal redemption price which, at the time the outstanding warrants are
called for redemption, is likely to be substantially less than the market value of their
warrants.
  Members of our management team and board are, and may in the future become, affiliated with
entities engaged in business activities similar to those conducted by us and may consider Resolute
Transactions with entities reviewed by us as possible targets.
  26




---



##### Table of Contents



The price of REC common stock after the consummation of the Resolute Transaction may be volatile.
  
    
    changes in oil and natural gas liquids prices;
    
    changes in production levels;
    
    actual or anticipated fluctuations in RECs quarterly and annual results and those of
its publicly held competitors;
    
    mergers and strategic alliances among any exploration and production companies;
    
    market conditions in the industry;
    
    changes in government regulation and taxes;
    
    geological developments;
    
    the level of foreign imports of oil and natural gas and oil and natural gas liquids;
    
    fluctuations in RECs quarterly revenues and earnings and those of its publicly held
competitors;
    
    shortfalls in RECs operating results from levels forecasted by securities analysts;
    
    investor sentiment toward the stock of exploration and production companies in general;
    
    announcements concerning REC or its competitors; and
    
    the general state of the securities markets.
 We may waive one or more of the conditions to the closing of the Resolute Transaction without
resoliciting stockholder approval for the Resolute Transaction.
  Following the consummation of the Resolute Transaction, REC will have anti-takeover provisions in
its organizational documents that may discourage a change of control.
   
    
    a classified board of directors divided into three classes with staggered three-year
terms;
    
    the removal of directors only for cause and only with the affirmative vote of holders of
at least a majority of the voting power of all then outstanding shares of REC common stock
entitled to vote generally in the election of directors;
    
    the board of directors ability to authorize and issue undesignated preferred stock;
    
    advance notice for nominations of directors by stockholders and for stockholders to
include matters to be considered at annual meetings;
    
    no ability for stockholders to call special stockholder meetings;
 27




---



##### Table of Contents




    
    no ability for stockholders to take action by written consent;
    
    the stockholders ability to amend, alter or repeal, or adopt any provision as part of
RECs charter inconsistent with the provisions of RECs charter dealing with RECs board of
directors, bylaws, meetings of RECs stockholders or amendment of RECs charter only by the
affirmative vote of the holders of at least
662/3% of the voting power of all then
outstanding shares of capital stock of REC entitled to vote generally in the elections of
directors, voting together as a single class (in addition to any other vote that may be
required by law or any preferred stock designation); and
    
    the stockholders ability to adopt, amend, alter or repeal RECs bylaws only by the
affirmative vote of the holders of at least 662/3% of the voting power of all then
outstanding shares of capital stock of REC entitled to vote generally in the elections of
directors voting together as a single class.
   The New York Stock Exchange may fail to list RECs securities on its exchange, or delist RECs
securities from quotation on its exchange in the future, which could limit investors ability to
make transactions in its securities and subject REC to additional trading restrictions.
   
    
    a limited availability of market quotations for its securities;
    
    a determination that its common stock is a penny stock which will require brokers
trading in its common stock to adhere to more stringent rules, possibly resulting in a
reduced level of trading activity in the secondary trading market for REC common stock;
    
    a limited amount of news and analyst coverage for its company; and
    
    a decreased ability to issue additional securities or obtain additional financing in the
future.
 Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management
resources both before and after consummation of the Resolute Transaction.
  28




---



##### Table of Contents



The sale or availability for sale of substantial amounts of shares of REC common stock and REC
warrants could cause the price of REC common stock and REC warrants to decline.
  Our stockholders at the time of the Resolute Transaction who purchased units in the Offering and do
not properly exercise their conversion rights with respect to their public shares may have
rescission rights and related claims.
  Additional Information About the Resolute Transaction and Where to Find It
  Participants in Solicitation
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  29




---



##### Table of Contents



ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description2.1
    
    Purchase and IPO Reorganization Agreement, dated as of August 2, 2009, by and
among the Registrant, Resolute Energy Corporation, Resolute Subsidiary
Corporation, Resolute Aneth LLC, Resolute Holdings, LLC, Resolute Holdings
Sub, LLC, and HH-HACI, L.P. (incorporated by reference to Exhibit 2.1 to the
Registrants Current Report on Form 8-K dated August 6, 2009).3.1
    
    Amended and Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 to the Registrants Current Report on Form 8-K dated October
3, 2007).3.2
    
    Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the
Registrants Current Report on Form 8-K dated October 3, 2007).4.1
    
    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to
Amendment No. 4 to the Registrants Registration Statement on Form S-1 filed
on September 27, 2007).4.2
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2
to Amendment No. 2 to the Registrants Registration Statement on Form S-1
filed on September 4, 2007).4.3
    
    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to
Amendment No. 4 to the Registrants Registration Statement on Form S-1 filed
on September 27, 2007).4.4
    
    Warrant Agreement between Continental Stock Transfer & Trust Company and the
Registrant (incorporated by reference to Exhibit 4.1 to the Registrants
Current Report on Form 8-K dated October 3, 2007).10.1
    
    Amendment, dated August 2, 2009, to the Underwriting Agreement between the
Registrant and Citigroup Global Markets Inc. (incorporated by reference to
Exhibit 10.1 to the Registrants Current Report on
Form 8-K dated August 3,
2009).10.2
    
    Termination of Purchase Agreement, dated August 2, 2009, between the
Registrant and Thomas O. Hicks (incorporated by reference to Exhibit 10.2 to
the Registrants Current Report on Form 8-K dated August 3, 2009).31*
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 200232*
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith. 30




---



##### Table of Contents



SIGNATURES
  HICKS ACQUISITION COMPANY I, INC.Date:
August 10, 2009/s/
Joseph B. ArmesName:
    
    Joseph B. ArmesTitle:
    
    President, Chief Executive Officer and 

Chief Financial Officer
 31