##### 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 September 30, 2008
 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
    
    20-8521842(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 100 Crescent Court, Suite 1200, Dallas, Texas 75201
(214) 615-2300
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 þ o




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HICKS ACQUISITION COMPANY I, INC.
TABLE OF CONTENTS
 PagePART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007
    
    3Condensed Statements of Operations for the three months ended September 30, 2008 and
2007, the nine months ended September 30, 2008, the period February 26, 2007
(inception) through September 30, 2007 and the period February 26, 2007 (inception)
through September 30, 2008 (unaudited)
    
    4Condensed Statements of Cash Flows for the  nine months ended September 30, 2008, the period February 26, 2007
(inception) through September 30, 2007 and the period February 26, 2007 (inception)
through September 30, 2008 (unaudited)
    
    5Condensed Statement of Stockholders Equity for the period February 26, 2007
(inception) through September 30, 2008 (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
    
    19Item 4T.
    
    Controls and Procedures
    
    20PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    20Item 1A.
    
    Risk Factors
    
    20Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    24Item 3.
    
    Defaults Upon Senior Securities
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    24Item 5.
    
    Other Information
    
    24Item 6.
    
    Exhibits
    
    24Certification Pursuant to Section 302Certification Pursuant to Section 906EX-31EX-32
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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 CONDENSED BALANCE SHEETS
 September 30,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash
    
    $
    1,293,869
    
    
    $
    52,053Cash held in trust
    
    
    540,273,088
    
    
    
    541,301,789Other assets
    
    
    1,369,504
    
    
    
    267,798Total current assets
    
    
    542,936,461
    
    
    
    541,621,640Noncurrent assets:Deferred tax asset
    
    
    98,828
    
    
    
    154,751Deferred acquisition costs
    
    
    3,279,504
    
    
    
    Other noncurrent assets
    
    
    
    
    
    
    65,833Total assets
    
    $
    546,314,793
    
    
    $
    541,842,224LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    98,204
    
    
    $
    655,871Accrued expenses
    
    
    1,883,554
    
    
    
    489,287Accrued federal and state taxes
    
    
    1,873,051
    
    
    
    1,671,956Accrued expenses-related party
    
    
    14,027
    
    
    
    117,278Deferred underwriters commission
    
    
    17,388,000
    
    
    
    17,388,000Total current liabilities
    
    
    21,256,836
    
    
    
    20,322,392Common 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 $1,196,407 and $525,674 at September 30, 2008 and December 31,
2007, respectively)
    
    
    2,291,096
    
    
    
    1,020,426Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued
or outstanding at September 30, 2008 and December 31, 2007, 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 September 30, 2008 and December 31, 2007, respectively
    
    
    5,244
    
    
    
    5,244Additional paid-in capital
    
    
    357,999,322
    
    
    
    357,999,322Earnings accumulated during the development stage
    
    
    3,964,705
    
    
    
    1,697,250Total stockholders equity
    
    
    361,969,271
    
    
    
    359,701,816Total liabilities and stockholders equity
    
    $
    546,314,793
    
    
    $
    541,842,224
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
 Period from
    
    
    Period fromNine Months
    
    
    February 26, 2007
    
    
    February 26, 2007Three Months Ended
    
    
    Ended
    
    
    (inception) through
    
    
    (inception) throughSeptember 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008Operating expenses:Professional services
    
    $
    117,378
    
    
    $
    567,339
    
    
    $
    284,418
    
    
    $
    620,589
    
    
    $
    1,006,441Formation and operating costs
    
    
    162,739
    
    
    
    103,446
    
    
    
    621,238
    
    
    
    109,967
    
    
    
    818,123Loss from operations before
other income (expense) and
income tax expense
    
    $
    (280,117
    )
    
    $
    (670,785
    )
    
    $
    (905,656
    )
    
    $
    (730,556
    )
    
    $
    (1,824,564
    )Other income (expense):Interest income
    
    
    1,944,274
    
    
    
    
    
    
    
    6,481,399
    
    
    
    
    
    
    
    11,635,188State taxes other than income
    
    
    (85,487
    )
    
    
    
    
    
    
    (132,108
    )
    
    
    
    
    
    
    (248,661
    )Total other income
    
    
    1,858,787
    
    
    
    
    
    
    
    6,349,291
    
    
    
    
    
    
    
    11,386,527Income (loss) before
income tax expense
    
    
    1,578,670
    
    
    
    (670,785
    )
    
    
    5,443,635
    
    
    
    (730,556
    )
    
    
    9,561,963Income tax expense
    
    
    (551,256
    )
    
    
    
    
    
    
    (1,905,510
    )
    
    
    
    
    
    
    (3,306,162
    )Net income (loss)
    
    $
    1,027,414
    
    
    $
    (670,785
    )
    
    $
    3,538,125
    
    
    $
    (730,556
    )
    
    $
    6,255,801Deferred interest, net of
taxes, attributable to common
stock subject to possible
redemption
    
    
    (378,718
    )
    
    
    
    
    
    
    (1,270,670
    )
    
    
    
    
    
    
    (2,291,096
    )Net income (loss) attributable
to common stock
    
    $
    648,696
    
    
    $
    (670,785
    )
    
    $
    2,267,455
    
    
    $
    (730,556
    )
    
    $
    3,964,705Earnings (loss) per share:Basic and diluted
    
    $
    0.01
    
    
    $
    (0.06
    )
    
    $
    0.04
    
    
    $
    (0.06
    )
    
    $
    0.11Weighted average shares
outstanding:Basic and diluted
    
    
    52,440,001
    
    
    
    11,500,000
    
    
    
    52,440,001
    
    
    
    11,500,000
    
    
    
    37,390,413
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
 Period from
    
    
    Period fromFebruary 26, 2007
    
    
    February 26, 2007Nine Months Ended
    
    
    (inception) through
    
    
    (inception) throughSeptember 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008Cash flows from operating activities:Net income (loss) attributable to common stock
    
    $
    2,267,455
    
    
    $
    (730,556
    )
    
    $
    3,964,705Adjustments to reconcile net income (loss) attributable to
common stock to net cash provided by operating activities:Deferred tax asset
    
    
    55,923
    
    
    
    
    
    
    
    (98,828
    )Deferred interest attributable to common stock
subject to possible redemption
    
    
    1,270,670
    
    
    
    
    
    
    
    2,291,096Changes in operating assets and liabilities:Prepaid expenses
    
    
    
    
    
    
    (12,461
    )
    
    
    Other assets
    
    
    (1,035,873
    )
    
    
    
    
    
    
    (1,369,504
    )Accrued federal and state taxes
    
    
    201,095
    
    
    
    
    
    
    
    1,873,051Accounts payable
    
    
    (582,988
    )
    
    
    
    
    
    
    72,884Accrued expenses
    
    
    53,975
    
    
    
    632,615
    
    
    
    543,262Accrued expenses-related party
    
    
    (103,250
    )
    
    
    25,414
    
    
    
    14,027Net cash provided by (used in) operating activities
    
    $
    2,127,007
    
    
    $
    (84,988
    )
    
    $
    7,290,693Cash flow from investing activities:Decrease (increase) in cash held in trust
    
    $
    1,028,701
    
    
    $
    
    
    
    $
    (540,273,088
    )Payment of proposed acquisition costs
    
    
    (1,913,892
    )
    
    
    
    
    
    
    (1,913,892
    )Net cash used in investing activities
    
    $
    (885,191
    )
    
    $
    
    
    
    $
    (542,186,980
    )Cash flow from financing activities:Proceeds from note payable-related party
    
    $
    
    
    
    $
    225,000
    
    
    $
    225,000Payment on note payable-related party
    
    
    
    
    
    
    
    
    
    
    (225,000
    )Proceeds from sale of units to sponsor
    
    
    
    
    
    
    25,000
    
    
    
    25,000Proceeds from sale of warrants to initial founder
    
    
    
    
    
    
    
    
    
    
    7,000,000Payments of offering costs
    
    
    
    
    
    
    (131,353
    )
    
    
    Proceeds from initial public offering, net of underwriters
discount and offering costs
    
    
    
    
    
    
    
    
    
    
    529,165,156Net cash provided by financing activities
    
    $
    
    
    
    $
    118,647
    
    
    $
    536,190,156Increase in cash
    
    $
    1,241,816
    
    
    $
    33,659
    
    
    $
    1,293,869Cash at beginning of period
    
    
    52,053
    
    
    
    
    
    
    
    Cash at end of period
    
    $
    1,293,869
    
    
    $
    33,659
    
    
    $
    1,293,869Supplemental disclosure of cash flow information:Cash paid for income taxes
    
    $
    2,750,000
    
    
    $
    
    
    
    $
    2,750,000Supplemental disclosure of noncash financing activities:Deferred acquisition costs included in accounts payable and
accrued expenses
    
    $
    1,365,611
    
    
    $
    
    
    
    $
    1,365,611Deferred offering costs included in accrued expenses
    
    $
    
    
    
    $
    1,330,817
    
    
    $
    Accrual of deferred underwriters commission
    
    $
    
    
    
    $
    
    
    
    $
    17,388,000
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
 
 STATEMENT OF STOCKHOLDERS EQUITY
 EarningsAccumulatedDuring theCommon Stock
    
    
    Additional
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Stage
    
    
    EquityInitial capital from founding stockholder for cash
    
    
    11,500,000
    
    
    $
    1,150
    
    
    $
    23,850
    
    
    $
    
    
    
    $
    25,000Stock dividend, September 27, 2007
    
    
    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 at December 31, 2007
    
    
    69,000,000
    
    
    
    5,244
    
    
    
    357,999,322
    
    
    
    1,697,250
    
    
    
    359,701,816Net income attributable to common stock
(unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,267,455
    
    
    
    2,267,455Balance at September 30, 2008 (unaudited)
    
    
    69,000,000
    
    
    $
    5,244
    
    
    $
    357,999,322
    
    
    $
    3,964,705
    
    
    $
    361,969,271
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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, Basis of Presentation
     7




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Note 3-Summary of Significant Accounting Policies
 Cash
  8




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Cash Held in Trust
   Earnings per common share
   Use of estimates
  Income taxes
   9




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Deferred acquisition costs
  Recent Accounting Pronouncements
  10




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Note 4-Initial Public Offering
   Note 5-Note Payable to Affiliate and Related Party Transactions
      11




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Note 6-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 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 7-Stockholders Equity
 Preferred Stock
  12




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Common Stock
  Note 8-Stock Dividend and Split
   Note 9-Proposed Business Combination
 GCC GEC
    13




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14




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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
    
    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.
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Business Combination with Graham Packaging
       16




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Results of Operations
   Liquidity and Capital Resources
   Net proceeds from our initial public offering, the underwriters over-allotment and private
placement of warrants that were place in trust
    
    $
    518,760,000Deferred underwriting commissions
    
    
    17,388,000Total interest earned through September 30, 2008
    
    
    11,625,088Less total interest disbursed for working capital and payment of taxes through September 30, 2008
    
    
    (7,500,000
    )Total funds held in trust account through September 30, 2008
    
    $
    540,273,088
  
    
    payment of estimated taxes incurred as a result of interest income earned on funds
currently held in the trust account;
    
    legal and accounting fees related to our SEC reporting obligations and general corporate
matters;
    
    expenses for due diligence and investigation of potential acquisition targets; and
    
    miscellaneous expenses.
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Off-Balance Sheet Financing Arrangements
   Contractual Obligations
  Critical Accounting Policies
  Cash and cash equivalents
  Cash Held in Trust
   Earnings per common share
  18




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Use of estimates
  Income taxes
   Deferred acquisition costs
  Recent Accounting Pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  19




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ITEM 4T. CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures
    (b) Changes in Internal Controls
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
   20




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The price of IPO Corp.s shares after the Transaction may be volatile.
  
    
    actual or anticipated fluctuations in IPO Corp.s quarterly and annual results and
those of its publicly held competitors;
    
    mergers and strategic alliances in the packaging industry;
    
    market conditions in the industry;
    
    changes in government regulation;
    
    fluctuations in IPO Corp.s quarterly revenues and earnings and those of its publicly
held competitors;
    
    shortfalls in IPO Corp.s operating results from levels forecasted by securities
analysts;
    
    investor sentiment toward the stocks of packaging companies in general and plastic
packaging companies in particular;
    
    announcements concerning IPO Corp. or its competitors; and
    
    the general state of the securities markets.
 We and Graham Packaging have incurred and expect to incur significant costs associated with the
Transaction, whether or not the Transaction is completed and the incurrence of these costs will
reduce the amount of cash available to be used for other corporate purposes.
   We may waive one or more of the conditions to the Transaction without resoliciting stockholder
approval for the Transaction.
  Following the consummation of the Transaction, IPO Corp. will have anti-takeover provisions in its
organizational documents that may discourage a change of control.
   
    
    a classified board of directors 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 shares of IPO Corp.Common Stock entitled to vote in the
election of directors;
    
    advance notice for nominations of directors by stockholders and for stockholders to
include matters to be considered at annual meetings; and
    
    no ability for stockholders to call special stockholder meetings.
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The cash available for IPO Corp. to pay down debt will be reduced if our stockholders exercise
their right to convert their shares into cash.
  The New York Stock Exchange may fail to list IPO Corp.s securities on its exchange, or delist IPO
Corp.s securities from quotation on its exchange in the future, which could limit investors
ability to make transactions in its securities and subject IPO Corp. 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 our 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 Transaction.
  There may be tax consequences to the Transaction that may adversely affect the parties to the
Purchase Agreement.
  The Blackstone Group, L.P. and affiliates of Thomas O. Hicks will hold a significant ownership
interest in IPO Corp. following closing of the Transaction and may have conflicts of interest with
IPO Corp. in the future.
  22




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IPO Corp. may redeem its stockholders unexpired warrants prior to their exercise at a time that is
disadvantageous to them, thereby making their warrants worthless.
  IPO Corp. expects to record a significant amount of goodwill and other identifiable intangible
assets, and may never realize the full value of its intangible assets.
  The sale or availability for sale of substantial amounts of IPO Corp. Common Stock, warrants and
units could cause the price of IPO Corp. Common Stock, warrants and units to decline.
  Additional Information About the Transaction and Where to Find It
  23




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Participants in Solicitation
  
 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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ExhibitNumber
    
    Description2.1
    
    Equity Purchase Agreement, dated as of July 1, 2008, among the Company, GPC
Holdings, L.P., Graham Packaging Corporation, Graham Capital Company, Graham
Engineering Corporation, BMP/Graham Holdings Corporation, GPC Capital Corp. II,
Graham Packaging Holdings Company and the other parties signatory thereto.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).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. 25




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##### Table of Contents



Signatures
  HICKS ACQUISITION COMPANY I, INC.Date: November 14, 2008/s/ JOSEPH B. ARMESName: Joseph B. ArmesTitle: President, Chief Executive Officer and Chief Financial Officer
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