**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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** **

**FORM 10-Q**

 

 

**(Mark One)**

 

**x****        QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the quarterly period endedSeptember 30, 2007**

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**or**

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**o****        TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period from         to**

** **

**CommissionFile Number:  001-33704**

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**HICKS ACQUISITION COMPANY I, INC.**

(Exactname of registrant as specified in its charter)

| **Delaware**                     | **20-8521842**       |
|----------------------------------|----------------------|
| (State  or other jurisdiction of | (I.R.S.  Employer    |
| incorporation  or organization)  | Identification  No.) |
|                             |                 |

**100 Crescent Court, Suite 1200, Dallas, Texas 75201**

**(214)615-2300**

(Address, including zip code, and telephonenumber, including area code, of registrant’s principal executive offices)

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.    Yes o  No x

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of theExchange Act.  (Check one):

| Large  accelerated filer  o |   | Accelerated  filer o |   | Non-accelerated  filer x |
|----------------------------------|--------|---------------------------|--------|-------------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).   Yes x  No o

As of November 13, 2007, the registrant had 69,000,000 shares ofits common stock, par value $0.0001 per share, outstanding.

 

 

 

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** **

**HICKS ACQUISITION COMPANY I, INC.**

**TABLE OF CONTENTS**

|                                   |                                                                                                                                                                              |
|----------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PART I. FINANCIAL INFORMATION** |
| ** **                             |
| Item 1.                                | Financial Statements                                                                                                                                                              |
|                                   |                                                                                                                                                                              |
|                                   | Condensed  Balance Sheets as of September 30, 2007 (unaudited)                                                                                                               |
|                                   |                                                                                                                                                                              |
|                                   | Condensed  Statements of Operations for the three months ended September 30, 2007  and the period February 26, 2007 (inception) through September 30, 2007  (unaudited) |
|                                   |                                                                                                                                                                              |
|                                   | Condensed  Statements of Cash Flows for the period February 26, 2007 (inception)  through September 30, 2007 (unaudited)                                                |
|                                   |                                                                                                                                                                              |
|                                   | Condensed  Statements of Stockholders’ Equity for the period February 26, 2007  (inception) through September 30, 2007 (unaudited)                                      |
|                                   |                                                                                                                                                                              |
|                                   | Notes to Condensed Financial Statements (unaudited)                                                                                                                               |
|                                   |                                                                                                                                                                              |
| Item 2.                                | Management’s Discussion and Analysis of Financial  Condition and Results of Operations                                                                                       |
|                                   |                                                                                                                                                                              |
| Item 3.                                | Quantitative and Qualitative Disclosures About Market  Risk                                                                                                                       |
|                                   |                                                                                                                                                                              |
| Item 4.                                | Controls and Procedures                                                                                                                                                           |
|                                   |                                                                                                                                                                              |
| **PART II.  OTHER INFORMATION**   |
| ** **                             |
| Item  1.                               | Legal  Proceedings                                                                                                                                                                |
|                                   |                                                                                                                                                                              |
| Item 1A.                               | Risk Factors                                                                                                                                                                      |
|                                   |                                                                                                                                                                              |
| Item 2.                                | Unregistered Sales of Equity Securities and Use of  Proceeds                                                                                                                      |
|                                   |                                                                                                                                                                              |
| Item 3.                                | Defaults Upon Senior Securities                                                                                                                                                   |
|                                   |                                                                                                                                                                              |
| Item 4.                                | Submission of Matters to a Vote of Security Holders                                                                                                                               |
|                                   |                                                                                                                                                                              |
| Item  5.                               | Other  Information                                                                                                                                                                |
|                                   |                                                                                                                                                                              |
| Item 6.                                | Exhibits                                                                                                                                                                          |

 

** **

** **

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** **

**PART I -FINANCIAL INFORMATION**

 

**ITEM 1.**   **FINANCIALSTATEMENTS**

** **

**HICKS ACQUISITION COMPANY I, INC.**

**(a Development Stage Company)**

**CONDENSEDBALANCE SHEETS**

** **

** **
| ** **                                                                                                                                                                            | ** ** | **March 1, 2007** | ** ** | **September 30, 2007** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|------------------------|------------|
| ** **                                                                                                                                                                            | ** ** | ** **        | ** ** | **(unaudited)**        | ** ** |
| **ASSETS**                                                                                                                                                                            |       |              |       |                   |       |
| Current assets:                                                                                                                                                                       |       |              |       |                   |       |
| Cash                                                                                                                                                                                  |       | $                 | 250,000    |                   | $          | 33,659 |   |
| Other current  assets                                                                                                                                                                 |       | —            |       | 263,333                |       |
| Prepaids                                                                                                                                                                              |       | —            |       | 12,461                 |       |
| Total current  assets                                                                                                                                                                 |       | 250,000           |       | 309,453                |       |
| Noncurrent  asset:                                                                                                                                                                    |       |              |       |                   |       |
| Other assets                                                                                                                                                                          |       | —            |       | 131,667                |       |
| Deferred  offering costs                                                                                                                                                              |       | 122,799           |       | 1,462,170              |       |
| Total assets                                                                                                                                                                          |       | $                 | 372,799    |                   | $          | 1,903,290 |   |
|                                                                                                                                                                                  |       |              |       |                   |       |
| **LIABILITIES AND STOCKHOLDER’S EQUITY**                                                                                                                                         | ** ** | ** **        | ** ** | ** **             | ** ** |
| Current  liabilities:                                                                                                                                                                 |       |              |       |                   |       |
| Accounts payable                                                                                                                                                                      |       | $                 | —     |                   | $          | 1,519,671 |   |
| Accrued expenses                                                                                                                                                                      |       | 124,799           |       | 827,834                |       |
| Accrued expenses—related  party                                                                                                                                                  |       | —            |       | 36,341                 |       |
| Note  payable—related party                                                                                                                                                      |       | 225,000           |       | 225,000                |       |
| Total current  liabilities                                                                                                                                                            |       | 349,799           |       | 2,608,846              |       |
| Commitments and  contingencies                                                                                                                                                        |       |              |       |                   |       |
| Stockholder’s  equity (deficit):                                                                                                                                                 |       |              |       |                   |       |
| Preferred stock,  $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at  March 1, 2007 and September 30, 2007, respectively                         |       | —            |       | —                 |       |
| Common stock,  $0.0001 par value; 225,000,000 shares authorized; 11,500,000 and 13,800,000  shares issued and outstanding at March 1, 2007 and September 30, 2007,  respectively |       | 1,150             |       | 1,380                  |       |
| Additional paid-in  capital                                                                                                                                                           |       | 23,850            |       | 23,620                 |       |
| Deficit  accumulated during the development stage                                                                                                                                     |       | (2,000            | )          | (730,556               | )          |
| Total  stockholder’s equity (deficit)                                                                                                                                            |       | 23,000            |       | (705,556               | )          |
| Total  liabilities and stockholder’s equity                                                                                                                                      |       | $                 | 372,799    |                   | $          | 1,903,290 |   |
|                                                                                                                                                                                       |            |                   |            |                        |            |  |  |  |  |  |

 

See notes tocondensed financial statements.

 

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**HICKS ACQUISITION COMPANY I, INC.**

**(a Development Stage Company)**

**CONDENSEDSTATEMENTS OF OPERATIONS**

**(unaudited)**

 

 
| ** **                          | ** ** | **For the Three Months  Ended  September 30, 2007** | ** ** | **Period from  February 26, 2007  (inception) through  September 30, 2007** | ** ** |
|-------------------------------------|------------|-----------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|
| ** **                          | ** ** | ** **                                          | ** ** | ** **                                                                  | ** ** |
| Operating  Expenses:                | ** ** | ** **                                          | ** ** | ** **                                                                  | ** ** |
| Professional  services              |       | $                                                   | 567,339    |                                                                        | $          | 620,589 |   |
| Formation and  operating costs      |       | 103,446                                             |       | 109,967                                                                     |       |
| Net loss                            |       | $                                                   | (670,785   | )                                                                           | $          | (730,556 | ) |
| Loss per common  share:             | ** ** | ** **                                          | ** ** | ** **                                                                  | ** ** |
| Basic and  diluted                  |       | $                                                   | (0.06      | )                                                                           | $          | (0.06 | ) |
| Average common  shares outstanding: |       |                                                |       |                                                                        |       |
| Basic and  diluted                  |       | 11,600,000                                          |       | 11,542,593                                                                  |       |

 

See notes to condensedfinancial statements.

 

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**HICKS ACQUISITION COMPANY I, INC.**

**(a Development Stage Company)**

**CONDENSEDSTATEMENTS OF CASH FLOWS**

**(unaudited)**

** **

 
| ** **                                                   | ** ** | **For the Three Months  Ended  September 30, 2007** | ** ** | **Period from  February 26, 2007  (inception) through  September 30, 2007** | ** ** |
|--------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|
| ** **                                                   | ** ** | ** **                                               | ** ** | ** **                                                                            | ** ** |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                       |       |                                                     |       |                                                                                  |       |
| Net loss                                                     |       | $                                                        | (670,785   | )                                                                                     | $          | (730,556 | ) |
| Changes in  operating assets and liabilities:                |       |                                                     |       |                                                                                  |       |
| Prepaid expenses                                             |       | 8,581                                                    |       | (12,461                                                                               | )     |
| Accounts payable  and accrued expenses                       |       | 630,466                                                  |       | 632,615                                                                               |       |
| Accrued  expenses—related party                         |       | —                                                   |       | 25,414                                                                                |       |
| Net cash used in  operating activities                       |       | $                                                        | (31,738    | )                                                                                | $          | (84,988 | ) |
| CASH FLOW FROM  FINANCING ACTIVITIES:                        |       |                                                     |       |                                                                                  |       |
| Proceeds from  note payable—related party               |       | $                                                        | —     |                                                                                  | $          | 225,000 |   |
| Proceeds from  sale of units—related party              |       | —                                                   |       | 25,000                                                                                |       |
| Payment of  offering costs                                   |       | (70,731                                                  | )          | (131,353                                                                              | )          |
| Net cash (used  in) provided by financing activities         |       | $                                                        | (70,731    | )                                                                                     | $          | 118,647 |   |
| (Decrease)  Increase in cash                                 |       | (102,469                                                 | )          | 33,659                                                                                |       |
| Cash at  beginning of period                                 |       | 136,128                                                  |       | —                                                                                |       |
| Cash at end of  period                                       |       | $                                                        | 33,659     |                                                                                  | $          | 33,659 |   |
| SUPPLEMENTAL  DISCLOSURE OF NONCASH FINANCING ACTIVITIES:    |       |                                                     |       |                                                                                  |       |
| Deferred  offering costs included in accrued expenses        |       | $                                                        | 1,330,817  |                                                                                  | $          | 1,330,817 |   |
| Other assets —  current included in accrued expenses    |       | $                                                        | 263,333    |                                                                                  | $          | 263,333 |   |
| Other assets —  noncurrent included in accrued expenses |       | $                                                        | 131,667    |                                                                                  | $          | 131,667 |   |
|                                                              |            |                                                          |            |                                                                                       |            |  |  |  |  |  |

 

See notes to condensedfinancial statements.

 

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**HICKS ACQUISITION COMPANY I, INC.**

**(a Development Stage Company)**

**STATEMENTSOF STOCKHOLDER’S EQUITY**

** **

** **
| ** **                                          | ** ** | ** **       | ** ** | ** **     | ** ** | ** **          | ** ** | **Deficit**            | ** ** | ** **           | ** ** |
|-----------------------------------------------------|------------|------------------|------------|----------------|------------|---------------------|------------|------------------------|------------|----------------------|------------|
| ** **                                          | ** ** | ** **       | ** ** | ** **     | ** ** | ** **          | ** ** | **Accumulated**        | ** ** | ** **           | ** ** |
| ** **                                          | ** ** | ** **       | ** ** | ** **     | ** ** | ** **          | ** ** | **During the**         | ** ** | **Total**            | ** ** |
| ** **                                          | ** ** | **Common Stock** | ** ** | **Additional** | ** ** | **Development**     | ** ** | **Stockholder’s** | ** ** |
| ** **                                          | ** ** | **Shares**       | ** ** | **Amount**     | ** ** | **Paid-in Capital** | ** ** | **Stage**              | ** ** | **Equity (Deficit)** | ** ** |
| Initial capital  from founding stockholder for cash |       | 11,500,000       |       | $              | 1,150      |                | $          | 23,850                 |       | $                    | —     |   | $ | 25,000 |   |
| Net loss                                            |       | —           |       | —         |       | —              |       | (2,000                 | )          | (2,000               | )          |
| Balance at March  1, 2007                           |       | 11,500,000       |       | 1,150          |       | 23,850              |       | (2,000                 | )          | 23,000               |       |
| Stock dividend,  September 27, 2007                 |       | 2,300,000        |       | 230            |       | (230                | )          | —                 |       | —               |       |
| Net loss  (unaudited)                               |       | —           |       | —         |       | —              |       | (728,556               | )          | (728,556             | )          |
| Balance at  September 30, 2007 (unaudited)     |       | 13,800,000       |       | $              | 1,380      |                | $          | 23,620                 |       | $                    | (730,556   | ) | $ | (705,556 | ) |

** **

See notes to condensedfinancial statements.

 

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**HICKS ACQUISITION COMPANY I, INC.(a Development Stage Company)NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)**

** **

**Note 1—Interim Financial Information**

These unauditedcondensed financial statements as of September 30, 2007, the results ofoperations for the three months ended September 30, 2007 and the periodFebruary 26, 2007 (inception) through September 30, 2007, and cash flows forthe three months ended September 30, 2007 and the period February 26, 2007(inception) through September 30, 2007, have been prepared in accordance withU.S. Generally Accepted Accounting Principles for interim financial informationand with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notesrequired by U.S. Generally Accepted Accounting Principles for completefinancial statements of Hicks Acquisition Company I, Inc. (the “Company”).  In the opinion of management, all adjustmentsnecessary for a fair presentation have been included and are of a normalrecurring nature.  Interim results arenot necessarily indicative of the results that may be expected for the year.

These unauditedcondensed financial statements should be read in conjunction with the financialstatements and notes thereto for the period ended October 3, 2007 included inAmendment No. 2 to the Current Report on Form 8-K filed by the Company onNovember 13, 2007.

** **

**Note 2—Organization andNature of Business Operations,**Basis of Presentation

The Company is anewly organized blank check company formed on February 26, 2007 under theGeneral Corporation Law of the State of Delaware for the purpose of acquiring,or acquiring control of, through a merger, capital stock exchange, assetacquisition, stock purchase, reorganization or similar business combination oneor more businesses or assets.  TheCompany’s efforts in identifying prospective target businesses will not belimited to a particular industry. Instead, the Company intends to focus on various industries and targetbusinesses that may provide significant opportunities for growth.  However, the Company will not complete abusiness combination with an entity engaged in the energy industry as itsprincipal business or whose principal business operations are conducted outsideof the United States or Canada.

At September 30,2007, the Company had not commenced any operations.  All activity through September 30, 2007relates to the Company’s formation and the proposed offering describedbelow.  The Company has selectedDecember 31 as its fiscal year end.

The Company’sability to commence operations is contingent upon obtaining adequate financialresources through a proposed offering, which is discussed in Note 4.  The Company’s management has broad discretionwith respect to the specific application of the net proceeds of the proposedoffering, although substantially all of the net proceeds of the proposedinitial public offering are intended to be generally applied towardconsummating one or more business combinations with an operating company.  The Company anticipates that the initialbusiness combination must occur with one or more target businesses thatcollectively have a fair market value of at least 80% of the initial amountheld in the trust account (excluding the amount held in the trust accountrepresenting the underwriters’ deferred commission).  If the Company acquires less than 100% of oneor more target businesses, the aggregate fair market value of the portion orportions the Company acquires must equal at least 80% of the amount held in thetrust account.  In no event, however,will the Company acquire less than a controlling interest of a target business(that is, not less than half of the voting equity interests of the targetbusiness).

The Company willseek stockholder approval before it will effect an initial businesscombination, even if the business combination would not ordinarily requirestockholder approval under applicable law. In connection with the stockholder vote required to approve any initialbusiness combination, the Company’s existing stockholders, HH-HACI, L.P., andcertain of the Company’s directors have agreed to vote the founder’s shares (asdefined in Note 6 below) owned by them immediately before this offering inaccordance with the majority of the shares of common stock voted by the publicstockholders.  “Public stockholders” isdefined as the holders of common stock sold in the proposed offering or in theaftermarket.  The Company will proceedwith an initial business combination only if (i) the business combinationis approved by a majority of votes cast by the Company’s public stockholders ata duly held stockholders meeting, (ii) an amendment to the Company’samended and restated certificate of incorporation to provide for the Company’sperpetual existence is approved by holders of a majority of the Company’soutstanding shares of common stock, (iii) public stockholders owning nomore than 30% (minus one share) of the Company’s outstanding shares of commonstock sold in the offering both vote against the business combination andexercise their conversion rights, and (iv) the Company has confirmed thatit has sufficient cash

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resources to payboth (x) the consideration required to close its initial businesscombination, and (y) the cash due to public stockholders who vote againstthe business combination and who exercise their conversion rights.  If the conditions to consummate the proposedbusiness combination are not met but sufficient time remains before the Company’scorporate life expires, the Company may attempt to effect another businesscombination.

If the initialbusiness combination is approved and completed, each public stockholder votingagainst such qualifying business combination will be entitled to convert itsshares of common stock into a pro rata share of the aggregate amount then ondeposit in the trust account (including deferred underwriting commissions andinterest earned on the trust account, net of income taxes payable on suchinterest and net of interest income of up to approximately $6.6 millionreleased to fund the Company’s working capital requirements).  Public stockholders who convert their stockinto their share of the trust account will continue to have the right toexercise any warrants they may hold.

The Company willliquidate and promptly distribute only to the public stockholders the amount inthe trust account, less any income taxes payable on interest income and anyinterest income of up to approximately $6.6 million, on the balance (netof taxes payable) of the trust account previously released to the Company tofund its working capital requirements, plus any remaining net assets if theCompany does not consummate a business combination within 24 months afterthe date of the prospectus filed with the U.S. Securities and ExchangeCommission.  If the Company fails toconsummate such business combination within 24 months of the date of theprospectus, the Company’s amended and restated certificate of incorporationalso provides that the Company’s corporate existence will automatically cease24 months from the date of this prospectus except for the purpose ofwinding up its affairs and liquidating. In the event of liquidation, it is likely that the per share value of theresidual assets remaining available for distribution (including trust accountassets) will be less than the initial public offering price per share in theproposed offering (assuming no value is attributed to the warrants contained inthe units to be offered in the proposed offering discussed in Note 4).

 

**NOTE3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**[a]Cash and cash equivalents:**

The Company considers allhighly liquid investments with original maturities of three months or less tobe cash equivalents.

**[b]Loss per common share:**

Loss per share iscomputed by dividing net loss applicable to common stockholders by the weightedaverage number of common shares outstanding for the period.

The 13,800,000warrants (after giving effect to the stock split and the stock dividenddiscussed in Note 8) to purchase common stock were anti-dilutive and excludedfrom the calculation of diluted loss per share for the period ended September30, 2007.

**[c]Use of estimates:**

The preparation offinancial statements in conformity with accounting principles generally acceptedin the United States of America requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenue and expenses during thereporting period.  Actual results coulddiffer from those estimates.

**[d]Income taxes:**

Deferred incometaxes are provided for the differences between the bases of assets andliabilities for financial reporting and income tax purposes.  A valuation allowance is established whennecessary to reduce deferred tax assets to the amount expected to be realized.

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The effective taxrate differs from the statutory rate of 35% due to the increase in thevaluation allowance.

**[e]Deferred offering costs:**

Deferred offeringcosts consist principally of legal and underwriting fees incurred through thebalance sheet date that are related to the proposed offering and that will be chargedto capital upon the receipt of the capital raised.

**[f]Recent Accounting Pronouncements**

Management doesnot believe that any recently issued, but not effective, accounting standards,if currently adopted, would have a material effect on the Company’s financialstatements.

**NOTE4—PROPOSED PUBLIC OFFERING**

The proposedoffering calls for the Company to offer for sale 48,000,000 units at a price of$10.00 per unit.  Each unit consists ofone share of the Company’s common stock, $0.0001 par value, and onewarrant.  Each warrant will entitle theholder to purchase from the Company one share of common stock at an exerciseprice of $7.50 per share commencing on the later of: (i) the completion ofthe initial business combination, or (ii) 12 months from the effectivedate of the offering.  The warrantsexpire four years from the effective date of the offering, unless earlierredeemed.  The warrants will beredeemable in whole and not in part at a price of $0.01 per warrant upon aminimum of 30 days’ notice after the warrants become exercisable, only inthe event that the last sale price of the common stock equals or exceeds $13.75per share for any 20 trading days within a 30 trading day period.  See Note 9 for a discussion of the completionof the public offering. 

**NOTE5—NOTE PAYABLE TO AFFILIATE AND RELATED PARTY TRANSACTIONS**

The Company issuedan aggregate of $225,000 in an unsecured promissory note to Mr. Hicks, theCompany’s founder and chairman of the board, on March 1, 2007.  The note was non-interest bearing and waspayable on the earlier of December 31, 2007 or the consummation of theoffering by the Company.  Due to theshort-term nature of the note, the fair value of the note approximated thecarrying amount.  The Company repaid thenote on October 3, 2007 out of the proceeds of the Offering, as defined.

The Company hasagreed to pay up to $10,000 a month in total for office space and general andadministrative services to Hicks Holdings Operating LLC, an affiliate of theCompany’s founder and chairman of the board, Mr. Hicks. The servicescommenced on October 3, 2007 and will terminate upon the earlier of:(i) the Company’s consummation of an initial business combination; or(ii) the liquidation of the Company.

HH-HACI, L.P., aDelaware limited partnership (the “Sponsor”), has committed to purchase anaggregate of 7,000,000 warrants (the “Sponsor Warrants”) at $1.00 per warrant (for a totalpurchase price of $7,000,000) from the Company pursuant to Regulation D.  Mr. Hicks, the Company’s founder and chairmanof the board, is the sole member of HH-HACI GP, LLC, the general partner ofHH-HACI, L.P.  In addition, Mr. Hicks,Mr. Armes, the Company’s president, chief executive officer, chief financialofficer and one of the Company’s directors, Mr. Neumann, a senior vicepresident of the Company, Mr. Swartz, a senior vice president of the Company,Ms. Vest, a senior vice president of the Company, Thomas O. Hicks, Jr., theCompany’s secretary and a vice president, and Mack H. Hicks, a vice presidentof the Company, are each limited partners of HH-HACI, L.P.  These purchases will take place on a privateplacement basis simultaneously with the closing of the proposed offering.  The Sponsor Warrants will not be transferableor saleable by the Sponsor (except as described below) until 180 days after thecompletion of an initial business combination. However, the Sponsor will bepermitted to transfer the warrants held by it to the Company’s officers anddirectors, and other persons or entities affiliated with the Sponsor, but thetransferees receiving such securities will be subject to the same transferrestrictions.  The Sponsor Warrants willbe non-redeemable so long as they are held by the Sponsor or the Sponsor’spermitted transferees.  If the SponsorWarrants are held by holders other than the Sponsor or its permittedtransferees, the Sponsor Warrants will be redeemable by us and exercisable bythe holders on the same basis as the warrants including in the units being soldin this offering.  Otherwise, the SponsorWarrants have terms and provisions that are identical to those of the warrantsbeing sold as part of the units in the proposed offering, except that theSponsor Warrants may be exercised on a cashless basis.  The purchase price of the Sponsor Warrantshas been determined to be the fair value of such

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warrants as of thepurchase date.  Mr. Hicks, theCompany’s founder and chairman of the board is required, pursuant to a writtenco-investment securities purchase agreement, to purchase, directly or through acontrolled affiliate, 2,000,000 co-investment units at a price of $10.00 perunit for an aggregate purchase price of $20 million in a private placementthat will occur immediately prior to the consummation of the initial businesscombination.  The co-investment unitswill be identical to the units sold in the proposed public offering, exceptthat (i) the co-investment warrants will not be redeemable by us so longas they are held by Mr. Hicks, a controlled affiliate of Mr. Hickswho purchases the co-investment units or their permitted transferees, and(ii) with limited exceptions, the co-investment shares and co-investmentwarrants (including the common stock issuable upon exercise of the co-investmentwarrants) may not be transferred, assigned or sold until 180 days afterthe completion of our initial business combination.  The proceeds of the sale of the co-investmentunits will not be deposited into the trust account and will not be availablefor distribution to the public stockholders in the event of a liquidation ofthe trust account, or upon conversion of shares held by public stockholders.

**NOTE6—FOUNDER’S UNITS**

On March 1,2007, the Sponsor purchased 11,500,000 founder’s units (after giving effect toa stock split, discussed in greater detail in Note 8, approved by theCompany’s board of directors in July 2007) for an aggregate amount of $25,000,or $0.0022 per unit.  On August 30,2007, the Sponsor transferred an aggregate of 230,000 of these founder’s unitsto William H. Cunningham, William A. Montgomery, Brian Mulroney andWilliam F. Quinn, each of whom is a member of the Company’s board ofdirectors.  Each founder’s unit consistsof one share of common stock (a “founder’s share”), and one warrant to purchasecommon stock (a “founder’s warrant”). The Sponsor, together with Messrs. Cunningham, Montgomery, Mulroneyand Quinn, are referred to as the “initial stockholders.”

On September 27,2007, through a stock dividend (discussed in Note 8), the aggregate number offounder’s units increased to 13,800,000, of which 276,000 were held byMessrs. Cunningham, Montgomery, Mulroney and Quinn.

The founder’sshares are identical to the shares of common stock included in the units beingsold in the proposed offering, except that:

•                 the initial stockholders have agreed, except inlimited circumstances, not to sell or otherwise transfer any of the founder’sshares or founder’s warrants until 180 days after the completion of ourinitial business combination (however, the initial stockholders will bepermitted to transfer the founder’s shares and founder’s warrants to theCompany’s officers and directors, and other persons or entities affiliated withthe initial stockholders, *provided that*the transferees receiving such securities will be subject to the sameagreements with respect to such securities as the initial stockholders);

•                 the initial stockholders have agreed to vote thefounder’s shares in the same manner as a majority of the public stockholders inconnection with the vote required to approve a business combination;

•                 the initial stockholders have agreed to vote thefounder’s shares in favor of an amendment to the Company’s amended and restatedcertificate of incorporation to provide for its perpetual existence in connectionwith a vote to approve the Company’s initial business combination;

•                 the initial stockholders will not be able to exerciseconversion rights granted to the public stockholders with respect to thefounder’s shares; and

•                 the initial stockholders have waived their rights toparticipate in any liquidation distribution with respect to the founder’sshares if the Company fails to consummate a business combination.

The founder’swarrants are identical to those included in the units being sold in the proposedoffering, except that:

•                 the founder’s warrants are subject to thetransfer restrictions described below;

•                 the founder’s warrants may not beexercised unless and until the last sale price of the Company’s common stockequals or exceeds $13.75 per share for any 20 days within any 30 tradingday period beginning 90 days after the Company’s initial businesscombination and there is an effective registration statement covering theshares of common stock issuable upon exercise of the warrants;

8

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•                 the founder’s warrants will not beredeemable by the Company as long as they are held by the initial stockholdersor their permitted transferees; and

•                 the founder’s warrants may be exercisedby the holders on a cashless basis.

**NOTE7—STOCKHOLDER’S EQUITY**

*PreferredStock*

The Company isauthorized to issue up to 1,000,000 shares of preferred stock, par value$0.0001 with such designations, voting and other rights and preferences as maybe determined from time to time by the board of directors.  No shares were issued and outstanding as ofSeptember 30, 2007 (unaudited) and March 1, 2007.

*CommonStock*

The authorizedcommon stock of the Company includes up to 225,000,000 shares.  The holders of the common shares are entitledto one vote for each share of common stock. In addition, the holders of the common stock are entitled to receivedividends when, as and if declared by the board of directors.  At September 30, 2007 and March 1, 2007,the Company had 13,800,000 (after giving effect to the stock split and stockdividend discussed in Note 8 below) and 11,500,000 (after giving effect to thestock split discussed in Note 8 below) shares of common stock issued andoutstanding, respectively.

**NOTE8—STOCK SPLIT AND STOCK DIVIDEND**

On September 27,2007, the board of directors approved a stock dividend of 0.2 shares of commonstock for every share of common stock issued and outstanding as of September27, 2007.  The stock dividend was grantedin connection with an increase in the number of units being offered in theproposed offering.  Total common sharesincreased from 11,500,000 shares to 13,800,000 shares as a result of the stockdividend.  The par value of the stockremained $0.0001 per share.

On July 24,2007, the board of directors approved a 1.15-for-1 stock split resulting in anincrease of common shares from 10,000,000 shares to11,500,000 shares.  The par value ofthe common stock remained $0.0001 per share. The stock split approved July 24, 2007 is reflected in the pershare data in the accompanying financial statements as if it occurred onFebruary 26, 2007.

**NOTE9—SUBSEQUENT EVENTS**

The registrationstatement for the proposed offering was declared effective on September 27,2007.  The Company consummated itsinitial public offering (the “Offering”) on October 3, 2007 and received netproceeds of approximately $529.4 million and $7.0 million from the sale ofthe Sponsor Warrants on a private placement basis.  The Company sold 55,200,000 units, including7,200,000 units pursuant to the underwriters’ over-allotment option, at theoffering price of $10.00 per unit.  Eachunit consists of one share of the Company’s common stock and one warrant.  Each warrant will entitle the holder topurchase from the Company one share of common stock at an exercise price of$7.50 commencing the later of the completion of an initial business combinationor September 27, 2008 and expiring September 27, 2011.  The Company may redeem the warrants, at aprice of $0.01 per warrant, upon 30 days’ notice after the warrants becomeexercisable, only in the event that the last sale price of the common stock isat least $13.75 per share for any 20 trading days within a 30 trading dayperiod ending on the third day prior to the date on which the notice ofredemption is given.  In accordance withthe warrant agreement relating to the warrants sold and issued in the Offering,the Company is only required to use its best efforts to maintain theeffectiveness of the registration statement covering the warrants.  The Company will not be obligated to deliversecurities, and there are no contractual penalties for failure to deliversecurities, if a registration statement is not effective at the time ofexercise.  Additionally, in the eventthat a registration is not effective at the time of exercise, the holder ofsuch warrant shall not be entitled to exercise such warrant and in no event(whether in the case of a registration statement not being effective orotherwise) will the Company be required to net cash settle the warrantexercise.  Consequently, the warrants mayexpire unexercised and unredeemed.

The Companyentered into an agreement with the underwriters of the Offering (the “UnderwritingAgreement”).  The Underwriting Agreementrequires the Company to pay 3.85% of the gross proceeds of the Offering as an

9

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underwritingdiscount plus an additional 3.15% of the gross proceeds only upon consummationof an initial business combination.  TheCompany paid an underwriting discount of 3.85% of the gross proceeds($21,252,000) in connection with the consummation of the Offering and hasplaced 3.15% of the gross proceeds ($17,388,000) in the trust account.  The Company did not pay any discount relatedto the warrants sold in the private placement. The underwriters have waived their right to receive payment of the 3.15%of the gross proceeds upon the Company’s liquidation if it is unable tocomplete a business combination.

Pursuant to aSponsor Warrants Securities Purchase Agreement, dated September 27, 2007, theSponsor has purchased from the Company, in the aggregate, 7,000,000 SponsorWarrants for $7,000,000.  The purchaseand issuance of the Sponsor Warrants occurred simultaneously with theconsummation of the Offering on a private placement basis.  All of the proceeds the Company received fromthese purchases were placed in the trust account.  The Sponsor Warrants are identical to thewarrants included in the units sold in the Offering, except that the SponsorWarrants: (i) will not be redeemable by the Company so long as they are held bythe Sponsor or any of its permitted transferees; (ii) will be subject tocertain transfer restrictions and (iii) may be exercised for cash or on acashless basis.  The Sponsor has agreednot to transfer, assign or sell any of the Sponsor Warrants, including thecommon stock issuable upon exercise of the Sponsor Warrants, until180 days after the completion of our initial business combination.  If the Company does not complete an initialbusiness combination then the $7,000,000 will be part of the liquidatingdistribution to the Company’s public stockholders, and the Sponsor Warrantswill expire worthless.

The Company’sinitial stockholders and Mr. Hicks are also party to a registration rightsagreement with the Company, which entitles such stockholders and Mr. Hicks torequire the Company to register a sale of any of the Company’s securities heldby them. Pursuant to the agreement, these stockholders are entitled to make upto three demands that the Company register such securities for sale under theSecurities Exchange Act of 1934 (the “Exchange Act”). In addition, thestockholders have “piggy-back” registration rights to include their securitiesin other registration statements filed by the Company. However, theregistration rights agreement provides that the Company will not permit anyregistration statement filed under the Exchange Act to become effective untiltermination of the applicable lock-up period, which occurs 180 days afterthe completion of the Company’s initial business combination. The Company willbear the costs and expenses of filing any such registration statements.

 

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**ITEM 2.**     **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS**

References to the “Company,”“us” or “we” refer to Hicks Acquisition Company I, Inc.  The following discussion and analysis of theCompany’s financial condition and results of operations should be read inconjunction with the condensed financial statements and the notes theretocontained elsewhere in this report. Certain information contained in the discussion and analysis set forthbelow includes forward-looking statements that involve risks and uncertainties.

**Special Note RegardingForward-Looking Statements**

** **

**Allstatements other than statements of historical fact included in this Form 10-Qincluding, without limitation, statements under “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” regarding ourfinancial position, business strategy and the plans and objectives ofmanagement for future operations, are forward looking statements. When used inthis Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”and similar expressions, as they relate to us or our management, identifyforward looking statements. Such forward looking statements are based on thebeliefs of management, as well as assumptions made by, and informationcurrently available to, our management. Actual results could differ materiallyfrom those contemplated by the forward looking statements as a result ofcertain factors detailed in our filings with the Securities and Exchange Commission.All subsequent written or oral forward looking statements attributable to us orpersons acting on our behalf are qualified in their entirety by this paragraph.**

**Overview**

We are a blank checkcompany formed on February 26, 2007, to effect a merger, capital stockexchange, asset acquisition, stock purchase, reorganization or similar businesscombination with one or more businesses or assets.  Our efforts in identifying prospective targetbusinesses will not be limited to a particular industry, but we will not enterinto a business combination with any entity engaged in the energy industry asits principal business or whose principal business operations are conductedoutside of the United States or Canada. We intend to effect an initial business combination using cash from theproceeds of our recently completed initial public offering, our capital stock,debt or a combination of cash, stock and debt.

**Resultsof Operations**

For the three monthsended September 30, 2007 and for the period from February 26, 2007 (inception)through September 30, 2007, we had a net loss of $670,785 and $730,556,respectively.  We incurred costs of $1,462,170with regard to our initial public offering, which were classified as deferredoffering costs on our balance sheet.

Our entireactivity from February 26, 2007 (inception) through September 30, 2007, hasbeen to prepare for our initial public offering.  We believe that we have sufficient fundsavailable to complete our efforts to effect an initial business combinationwith an operating business within the required 24 months from September 27,2007.

**Liquidity and Capital Resources**

On October 3,2007, we consummated our initial public offering of 55,200,000 units (including7,000,000 units pursuant to the underwriters’ over-allotment option) at a priceof $10 per unit.  We received netproceeds of approximately $536.4 million from the offering.  For a description of the proceeds generatedin our initial public offering and a discussion of the use of such proceeds, werefer you to Note 9 of the unaudited condensed financial statements included inPart I, Item 1 of this Report.  As ofSeptember 30, 2007, we had cash of $33,659. Until the consummation of the initial public offering, our only sourceof liquidity was a $225,000 loan made to us in March 2007 by our founder andchairman of the board.  This loan wasrepaid out of the proceeds of the offering. All liabilities were related to costs associated with the offering.

*Off-Balance Sheet Financing Arrangements*

We have noobligations, assets or liabilities which would be considered off-balance sheetarrangements.  We do not participate intransactions that create relationships with unconsolidated entities orfinancial partnerships, often referred to as variable interest entities, whichwould have been established for the purpose of facilitating off-balance sheetarrangements.

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We have notentered into any off-balance sheet financing arrangements, established anyspecial purpose entities, guaranteed any debt or commitments of other entities,or entered into any non-financial assets.

*Contractual Obligations*

We do not have anylong-term debt, capital lease obligations, operating lease obligations orlong-term liabilities other than a monthly fee of $10,000 for office space andgeneral and administrative services payable to Hicks Holdings Operating LLC, anaffiliate of our founder and chairman of the board. We began incurring this feeon October 3, 2007, and will continue to incur this fee monthly until thecompletion of our initial business combination.

**CriticalAccounting Policies**

The preparation offinancial statements and related disclosures in conformity with generallyaccepted accounting principles in the United States requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities, disclosure of contingent assets and liabilities at the date of thefinancial statements, and income and expenses during the periods reported.Actual results could materially differ from those estimates. We have identifiedthe following as our critical accounting policies:

*Cash and cash equivalents:*

The Companyconsiders all highly liquid investments with original maturities of threemonths or less to be cash equivalents.

*Loss per common share:*

Loss per share iscomputed by dividing net loss applicable to common stockholders by the weightedaverage number of common shares outstanding for the period.

The 13,800,000warrants (after giving effect to the stock split and the stock dividenddiscussed in Note 8 of the unaudited condensed financial statements included inPart I, Item 1 of this Report) to purchase common stock were anti-dilutive andexcluded from the calculation of diluted loss per share for the period endedSeptember 30, 2007.

*Use of estimates:*

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenue and expenses during thereporting period.  Actual results coulddiffer from those estimates.

*Income taxes:*

Deferred incometaxes are provided for the differences between the bases of assets andliabilities for financial reporting and income tax purposes.  A valuation allowance is established whennecessary to reduce deferred tax assets to the amount expected to be realized.

The effective taxrate differs from the statutory rate of 35% due to the increase in thevaluation allowance.

*Deferred offering costs:*

Deferred offeringcosts consist principally of legal and underwriting fees incurred through the balancesheet date that are related to the proposed offering and that will be chargedto capital upon the receipt of the capital raised.

*Recent Accounting Pronouncements*

Management does notbelieve that any recently issued, but not effective, accounting standards, ifcurrently adopted, would have a material effect on the Company’s financialstatements.

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**ITEM 3.**    **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK**

As of September 30, 2007,our efforts were limited to organizational activities and activities relatingto our initial public offering; we had neither engaged in any operations norgenerated any revenues.

Market risk is a broadterm for the risk of economic loss due to adverse changes in the fair value ofa financial instrument.  These changesmay be the result of various factors, including interest rates, foreignexchange rates, commodity prices and/or equity prices.  $536.1 million of the net initial publicoffering proceeds (which includes approximately $17.4 million of the proceedsattributable to the underwriters’ deferred discount from the initial publicoffering) has been placed in a trust account at JPMorgan Chase Bank, N.A., withContinental Stock Transfer & Trust Company as trustee.  As of October 31, 2007, the balance of thetrust account was $537.9 million.  Theproceeds held in trust have only been invested in U.S. government securitieshaving a maturity of 90 days or less or in money market funds, which investprincipally in either short-term securities issued or guaranteed by the UnitedStates having the highest rating from a recognized credit rating agency or taxexempt municipal bonds issued by governmental entities located within theUnited States or otherwise meeting the conditions under Rule 2a-7 under theInvestment Company Act.  Thus, we arecurrently subject to market risk primarily through the effect of changes ininterest rates on short-term government securities and other highly ratedmoney-market instruments.  As of October31, 2007, the effective annualized interest rate payable on our investment wasapproximately 4.2%.  Assuming no otherchanges to our holdings as of October 31, 2007, a 1% decrease in the underlyinginterest rate payable on our investment as of October 31, 2007 would result ina decrease of approximately $0.4 million in the interest earned on ourinvestment for the following 90-day period, and a corresponding decrease in ournet increase in stockholders’ equity resulting from operations, if any, for thatperiod.  We do not believe that theeffect of other changes, such as foreign exchange rates, commodity pricesand/or equity prices currently pose significant market risk for us.

We have not engaged inany hedging activities since our inception. We do not currently expect to engage in any hedging activities.

**ITEM 4.**    **CONTROLS ANDPROCEDURES**

Disclosure controls andprocedures are controls and other procedures that are designed to ensure thatinformation required to be disclosed in our reports filed or submitted underthe Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,processed, summarized and reported within the time periods specified in theSecurities and Exchange Commission’s rules and forms. Disclosure controls andprocedures include, without limitation, controls and procedures designed toensure that information required to be disclosed in company reports filed orsubmitted under the Exchange Act is accumulated and communicated to management,including our Chief Executive Officer/Chief Financial Officer to allow timelydecisions regarding required disclosure.

As required by Rules13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer/ChiefFinancial Officer carried out an evaluation of the effectiveness of the designand operation of our disclosure controls and procedures as of September 30,2007. Based upon his evaluation, he concluded that our disclosure controls andprocedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the ExchangeAct) were effective.

Our internal controlover financial reporting is a process designed by, or under the supervision of,our Chief Executive Officer/Chief Financial Officer and effected by our boardof directors, management and other personnel, to provide reasonable assuranceregarding the reliability of our financial reporting and the preparation of ourfinancial statements for external purposes in accordance with U.S. generallyaccepted accounting principles. Internal control over financial reportingincludes policies and procedures that pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of our assets; provide reasonable assurance that transactions arerecorded as necessary to permit preparation of our financial statements inaccordance with U.S. generally accepted accounting principles, and that ourreceipts and expenditures are being made only in accordance with theauthorization of our board of directors and management; and provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition,use or disposition of our assets that could have a material effect on ourfinancial statements.

During the most recentlycompleted fiscal quarter, there has been no change in our internal control overfinancial reporting that has materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting.

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**PART II — OTHER INFORMATION**

**ITEM 1.**   **LEGAL PROCEEDINGS**

None.

**ITEM 1A.**   **RISK FACTORS**

Factors that couldcause our actual results to differ materially from those in this report are anyof the risks described in our prospectus dated September 27, 2007 filed withthe SEC.  Any of these factors could resultin a significant or material adverse effect on our results of operations orfinancial condition.  Additional riskfactors not presently known to us or that we currently deem immaterial may alsoimpair our business or results of operations.

As of November 13,2007, there have been no material changes to the risk factors disclosed in ourprospectus dated September 27, 2007 filed with the SEC, except we may disclosechanges to such factors or disclose additional factors from time to time in ourfuture filings with the SEC.

**ITEM 2.**     **UNREGISTEREDSALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

On March 1,2007, we sold 10,000,000 units (which were subsequently increased to 13,800,000units through a stock split and stock dividend), with each unit consisting ofone share of common stock and one warrant to purchase one share of common stockat an exercise price of $7.50 per share, to HH-HACI, L.P., a Delaware limitedpartnership, without registration under the Securities Act. On August 30,2007, HH-HACI, L.P. transferred an aggregate of 230,000 of these units toWilliam H. Cunningham, William A. Montgomery, Brian Mulroney andWilliam F. Quinn, each of whom is a member of the Company’s board ofdirectors.  A stock dividend on September27, 2007, increased the number of units held by Messrs. Cunningham, Montgomery,Mulroney and Quinn to 276,000.

Such securitieswere issued in connection with our organization pursuant to the exemption fromregistration contained in Section 4(2) of the Securities Act as they weresold to an accredited investor.  Thesecurities were sold for an aggregate offering price of $25,000 at an averagepurchase price of $0.0022 per unit.

Thomas O. Hicks,our officers and various officers of Hicks Holdings LLC and Hicks EquityPartners, LLC are equity holders in HH-HACI, L.P.  HH-HACI, L.P. is an accredited investorfor purposes of Rule 501 of Regulation D.  Each of the equity holders in HH-HACI,L.P. are accredited investors under Rule 501 of Regulation D.  The sole business of HH-HACI, L.P. is toact as the Company’s Sponsor in connection with its initial publicoffering.  The limited partnershipagreement of HH-HACI, L.P. provides that its partnership interests mayonly be transferred to officers or directors of the Company or other personsaffiliated with the Sponsor, or in connection with estate planning transfers.

*Useof Proceeds from the Initial Public Offering*

On October 3,2007, we consummated our initial public offering of 55,200,000 units, including7,200,000 units subject to the underwriters’ over-allotment option, with eachunit consisting of one share of our common stock and one warrant to purchaseone share of our common stock at an exercise of $7.50 per share.  The warrants will become exercisable on thelater of (i) the completion of the initial business combination, or(ii) 12 months from the effective date of the offering.  The warrants expire four years from theeffective date of the offering, unless earlier redeemed.  The warrants will be redeemable in whole andnot in part at a price of $0.01 per warrant upon a minimum of 30 days’notice after the warrants become exercisable, only in the event that the lastsale price of the common stock equals or exceeds $13.75 per share for any 20trading days within a 30 trading day period. The units from the public offering (including the over-allotment option)were sold at an offering price of $10.00 per unit, generating total grossproceeds of $552,000,000.  CitigroupGlobal Markets Inc., acted as sole bookrunning manager and representatives ofLazard Capital Markets LLC and Ladenburg Thalmann & Co. Inc. (together, the“Underwriters”).  The securities sold inthe offering were registered under the Securities Act of 1933 on a registrationstatement on Form S-1 (No. 333-143747). The Securities and Exchange Commission declared the registrationstatement effective on September 27, 2007.

We paid a total of$21,252,000 in underwriting discounts and commissions and approximately $1.6million for other costs and expenses related to the offering and theover-allotment option.  In addition, theunderwriters agreed to

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defer $17,388,000 inunderwriting discounts and commissions, which amount will be payable uponconsummation of our initial business combination if consummated.  We also repaid our chairman of the board$225,000 in satisfaction of an outstanding promissory note after the closing ofour initial public offering.

We also consummated thesimultaneous private sale of 7,000,000 warrants (the “Sponsor Warrants”) toHH-HACI, L.P. at a price of $1.00 per warrant (for an aggregate purchase priceof $7,000,000).  These warrants areidentical to the warrants underlying the units sold in our initial publicoffering except that the Sponsor Warrants will not be redeemable by the Companyso long as they are still held by the original purchasers or their affiliates.HH-HACI, L.P. has agreed that the Sponsor Warrants will not be sold ortransferred by it until after the Company has completed a business combination.  The sale of the Sponsor Warrants was madepursuant to the exemption from registration contained in Section 4(2) of theSecurities Act.

After deducting theunderwriting discounts and commissions and the offering expenses, the total netproceeds from the offering were $536,398,000 and an amount of $536,148,000 (orapproximately $9.71 per unit sold in the initial public offering) was placed intrust.

**ITEM 3.**    **DEFAULTSUPON SENIOR SECURITIES**

None.

**ITEM 4.**    **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

On September 27,2007, we submitted a proposal to our stockholders to (i) amend and restate ourcertificate of incorporation and (ii) amend and restate our bylaws. Theproposal was approved by unanimous written consent of our five stockholders onsuch date.

**ITEM 5.**    **OTHERINFORMATION**

None.

**ITEM6.**     **EXHIBITS**

The followingexhibits are filed as part of, or incorporated by reference into, thisQuarterly Report on Form 10-Q.
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1                 |       | Amended and Restated Certificate of Incorporation  (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K,  File No. 001-33704, filed by the Company with the Securities and Exchange  Commission on October 5, 2007)                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.2                 |       | Amended and Restated Bylaws (incorporated by reference  to Exhibit 3.2 to the Current Report on Form 8-K, File No. 001-33704, filed  by the Company with the Securities and Exchange Commission on October 5,  2007)                                                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.1                 |       | Specimen Unit Certificate (incorporated by reference  to Exhibit 4.1 to Amendment No. 4 to the Form S-1, File No. 333-143747, filed  by the Company with the Securities and Exchange Commission on September 29,  2007)                                                                                                                                                                                        |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.2                 |       | Specimen Common Stock Certificate (incorporated by  reference to Exhibit 4.2 to Amendment No. 4 to the Form S-1, File No.  333-143747, filed by the Company with the Securities and Exchange Commission  on September 29, 2007)                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.3                 |       | Specimen Warrant Certificate (incorporated by  reference to Exhibit 4.3 to Amendment No. 4 to the Form S-1, File No.  333-143747, filed by the Company with the Securities and Exchange Commission  on September 29, 2007)                                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4                 |       | Warrant Agreement, dated as of September 27, 2007,  by and between the Company and Continental Stock Transfer & Trust Company  (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K,  File No. 001-33704, filed by the Company with the Securities and Exchange  Commission on October 5, 2007)                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.5                 |       | Registration Rights Agreement, dated as of  September 26, 2007, among the Company, HH-HACI, L.P., Thomas O.  Hicks, William H. Cunningham, William A. Montgomery, Brian Mulroney and  William F. Quinn (incorporated by reference to Exhibit 10.6 to Amendment No.  4 to the Form S-1, File No. 333-143747, filed by the Company with the  Securities and Exchange Commission on September 29, 2007) |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1                |       | Letter Agreement, dated as of September 26,  2007, among the Company, Citigroup Global Markets Inc., HH-HACI, L.P. and  Thomas O. Hicks (incorporated by reference to Exhibit 10.2 to Amendment No. 4  to the Registration Statement on Form S-1, File No. 333-143747, filed by the  Company with the Securities and Exchange Commission on September 29, 2007)                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2                |       | Form of Letter Agreement among the Company,  Citigroup Global Markets Inc. and each executive officer and director  (incorporated by reference to Exhibit 10.3 to Amendment No. 4 to the  Registration Statement on Form S-1, File No. 333-143747, filed by the Company  with the Securities and Exchange Commission on September 29, 2007)                                                                    |

 

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.3   |   | Investment Management Trust Agreement, dated as of  September 27, 2007, between the Company and Continental Stock Transfer &  Trust Company (incorporated by reference to Exhibit 10.1 to the Current  Report on Form 8-K, File No. 001-33704, filed by the Company with the  Securities and Exchange Commission on October 5, 2007)                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.4   |   | Letter Agreement,  dated August 30, 2007, between Hicks Holdings Operating LLC and the Company  regarding administrative support (incorporated by reference to Exhibit 10.5  to Amendment No. 2 to the Registration Statement on Form S-1, File No.  333-143747, filed by the Company with the Securities and Exchange Commission  on August 31, 2007)                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.5   |   | Sponsor Warrants Purchase Agreement, dated as of  September 26, 2007, between the Company and HH-HACI, L.P. (incorporated  by reference to Exhibit 10.8 to Amendment No. 4 to the Registration Statement  on Form S-1, File No. 333-143747, filed by the Company with the Securities  and Exchange Commission on September 29, 2007)                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.6   |   | Co-Investment Securities Purchase Agreement, dated  as of September 26, 2007, between the Registrant and Thomas O.  Hicks (incorporated by reference to Exhibit 10.9 to Amendment No. 4 to the  Registration Statement on Form S-1, File No. 333-143747, filed by the Company  with the Securities and Exchange Commission on September 29, 2007)                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.7   |   | Form of Indemnity Agreement (incorporated by  reference to Exhibit 10.10 to Amendment No. 2 to the Registration Statement  on Form S-1, File No. 333-143747, filed by the Company with the Securities  and Exchange Commission on August 31, 2007)                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.8   |   | Securities Assignment Agreement, dated as of  August 30, 2007 between the Registrant, HH-HACI, L.P.,  William H. Cunningham, William A. Montgomery, Brian Mulroney and  William F. Quinn. (incorporated by reference to Exhibit 10.11 to  Amendment No. 3 to the Form S-1, File No. 333-143747, filed by the Company  with the Securities and Exchange Commission on September 13, 2007) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 31.1*  |   | Certification of Chief  Executive Officer and Chief Financial Officer pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 32.1*  |   | Certification of Chief  Executive Officer and Chief Financial Officer pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                             |

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*                    Filed herewith.

**16**

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**SIGNATURES**

Pursuant to therequirements of Securities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.
| ** ** | ** ** | **HICKS ACQUISITION COMPANY I, INC.** |
|------------|------------|---------------------------------------|
|       |       | Date: November 13, 2007          |
|       |       |                                  |
|       |       | /S/ JOSEPH B. ARMES                   |
|       |       | Name:                                 | Joseph B. Armes |
|       |       | Title:                                | President, Chief Executive Officer and |
|       |       |                                  | Chief Financial Officer |

** **

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