S-4 1 d67518sv4.htm FORM S-4 sv4
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As filed with the Securities and Exchange Commission on August 6, 2009
Registration No. 333-          
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
RESOLUTE ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction of
incorporation or organization)
  1311
(Primary Standard Industrial
Classification Code Number)
  27-0659371
(I.R.S. Employer
Identification No.)
 
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
1675 Broadway, Suite 1950
Denver, Colorado 80202
(303) 534-4600 (Phone)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
 
         
Ronald R. Levine, II
Davis Graham and Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
(303) 892-9400 (Phone)
(303) 892-7400 (Fax)
  Joseph B. Armes
Hicks Acquisition Company I, Inc.
100 Crescent Court, Suite 1200
Dallas, Texas 75201
(214) 615-2300 (Phone)
(214) 615-2236 (Fax)
  Bruce S. Mendelsohn
James A. Deeken
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022-2524
(212) 872-1000 (Phone)
(212) 872-1002 (Fax)
 
 
Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable after this Registration Statement becomes effective and after all conditions under the Purchase and IPO Reorganization Agreement and proposed merger are satisfied or waived.
 
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  o Accelerated filer  o Non-accelerated filer  þ Smaller reporting company  o
(Do not check if a smaller reporting company)
 
                                         
            Proposed Maximum
    Proposed Maximum
     
Title of Each Class of
    Amount to be
    Offering Price per
    Aggregate Offering
    Amount of
Securities to be Registered(1)     Registered     Share     Price     Registration Fee(2)
Common Stock, par value $0.0001 per share
      72,250,000       $ 9.66 (3)     $ 697,935,000       $ 38,945  
Warrants, each exercisable for one share of Common Stock
      48,400,000       $ 0.22 (4)     $ 10,648,000       $ 594  
Total
      120,650,000         N/A       $ 707,860,500       $ 39,539  
                                         
 
(1) In accordance with Rule 416, shares of common stock and warrants offered hereby shall also be deemed to cover additional securities to be offered or issued to prevent dilution pursuant to stock splits, stock dividends or similar transactions.
 
(2) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $55.80 per $1,000,000 of the proposed maximum aggregate offering price.
 
(3) Estimated pursuant to Rule 457(f)(1) solely for the purpose of computing the amount of the registration fee, based on the average of the high and low prices of the common stock, par value $0.0001 per share, of Hicks Acquisition Company I, Inc., or HACI, on the NYSE Amex on August 4, 2009.
 
(4) Estimated pursuant to Rule 457(f)(1) solely for the purpose of computing the amount of the registration fee, based on the average of the high and low prices of the warrants exercisable for common stock of HACI on the NYSE Annex on August 4, 2009.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further Amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 


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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
SUBJECT TO AMENDMENT AND COMPLETION, DATED AUGUST 6, 2009
 
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS AND WARRANTHOLDERS
OF HICKS ACQUISITION COMPANY I, INC.
AND PROSPECTUS FOR SHARES OF COMMON STOCK
AND WARRANTS OF
RESOLUTE ENERGY CORPORATION
 
Dear Stockholders and Warrantholders of Hicks Acquisition Company I, Inc. (“HACI”):
 
You are cordially invited to attend the special meeting in lieu of 2009 annual meeting of HACI stockholders and special meeting of HACI warrantholders. HACI stockholders will be asked to: (i) elect four directors to serve on HACI’s board of directors (the “Director Election Proposal”); (ii) approve amendments to HACI’s amended and restated certificate of incorporation to provide for its perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business (the “Charter Amendment Proposal”); and (iii) adopt the Purchase and IPO Reorganization Agreement, dated as of August 2, 2009, by and among HACI, Resolute Energy Corporation, a Delaware corporation (the “Company”), Resolute Subsidiary Corporation, a Delaware corporation, Resolute Aneth, LLC, a Delaware limited liability company, Resolute Holdings, LLC, a Delaware limited liability company, Resolute Holdings Sub, LLC, a Delaware limited liability company (“Seller”), and HH-HACI, L.P., a Delaware limited partnership, and approve the transactions contemplated thereby (collectively, the “Acquisition”), pursuant to which, through a series of transactions HACI stockholders will acquire a majority of the outstanding common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), and the Company will acquire HACI and the business and operations of Seller (the “Acquisition Proposal”).
 
HACI warrantholders will be asked to approve an amendment to the warrant agreement that governs all of the warrants of HACI (“HACI warrants”), each of which is exercisable for one share of common stock of HACI, par value $0.0001 per share (“HACI Common Stock”), in order to allow each HACI warrantholder to elect to receive in the Acquisition, for each outstanding HACI warrant that was issued in HACI’s initial public offering (the “Public Warrants”), either (i) the right to receive $0.55 in cash or (ii) a new warrant exercisable for one share of Company Common Stock, subject to adjustment and proration as described in this proxy statement/prospectus (the “Warrant Amendment Proposal”). If the Acquisition is consummated, any warrantholder who votes against the approval of the Warrant Amendment Proposal or who makes no election will receive $0.55 in cash in exchange for each of its Public Warrants.
 
Each of these proposals is more fully described in the accompanying proxy statement/prospectus.
 
The Company intends to apply to have its common stock and warrants listed on the New York Stock Exchange under the symbols, ‘‘REN” and “RENW”, respectively.
 
Each HACI stockholder who holds shares of HACI Common Stock issued as part of the units issued in HACI’s initial public offering has the right to vote against approval of the Acquisition Proposal and demand that HACI convert such shares into cash.
 
Your vote is very important. Whether or not you plan to attend the special meetings in person, please submit your proxy card without delay.
 
We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “RISK FACTORS” beginning on page 32.
 
HACI’s board of directors recommends (i) that HACI stockholders vote FOR approval of the Director Election Proposal, FOR approval of the Charter Amendment Proposal and FOR approval of the Acquisition Proposal and (ii) that HACI warrantholders vote FOR the Warrant Amendment Proposal.
 
Thank you for your consideration of these matters.
 
Sincerely,
 
Thomas O. Hicks
Chairman of the Board of Directors of
Hicks Acquisition Company I, Inc.
 
Whether or not you plan to attend the special meeting of HACI stockholders or the special meeting of HACI warrantholders, please complete, sign and date your proxy card in the pre-addressed postage paid envelope. If your shares or warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of HACI stockholders or the special meeting of HACI warrantholders and vote in person, you must obtain a proxy from your broker or bank.
 
Neither the Securities and Exchange Commission or any state securities commission has approved or disapproved of the securities to be issued in the transaction or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is criminal offense.
 
This proxy statement/prospectus is dated     , 2009 and is first being mailed to HACI stockholders and HACI warrantholders on or about     , 2009.


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HICKS ACQUISITION COMPANY I, INC.
100 Crescent Court, Suite 1200
Dallas, Texas 75201
 
NOTICE OF SPECIAL MEETING OF WARRANTHOLDERS
OF HICKS ACQUISITION COMPANY I, INC.
 
To Be Held On          , 2009
 
To the Warrantholders of Hicks Acquisition Company I, Inc. (“HACI”):
 
NOTICE IS HEREBY GIVEN that the special meeting of HACI warrantholders will be held at          , Central Standard time, on           , 2009, at the offices of Akin Gump Strauss Hauer & Feld, LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201 for the following purposes:
 
1. to approve an amendment (the “Warrant Amendment”) to the warrant agreement (the “Warrant Agreement”) that governs all of the warrants of HACI (the “HACI warrants”), each of which is exercisable for one share of common stock of HACI, par value $0.0001 per share (“HACI Common Stock”), in connection with the consummation of the transactions contemplated by the Purchase and IPO Reorganization Agreement, dated as of August 2, 2009 (the “Acquisition Agreement”), by and among HACI, Resolute Energy Corporation, a Delaware corporation (the “Company”), Resolute Subsidiary Corporation, a Delaware corporation, Resolute Aneth LLC, a Delaware limited liability company, Resolute Holdings, LLC, a Delaware limited liability company, Resolute Holdings Sub, LLC, a Delaware limited liability company (“Seller”), and HH-HACI, L.P., a Delaware limited partnership, pursuant to which, through a series of transactions, HACI stockholders will acquire a majority of the outstanding common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), and the Company will acquire HACI and the business and operations of Seller. The Warrant Amendment would allow each HACI warrantholder, to elect to receive in the Acquisition, for each outstanding HACI warrant that was issued in HACI’s initial public offering (the “Public Warrants”) either (i) the right to receive $0.55 in cash or (ii) a new warrant exercisable for one share of Company Common Stock, subject to adjustment and proration as described in this proxy statement/prospectus (the “Warrant Amendment Proposal”). If the Acquisition is consummated, any warrantholder who votes against the approval of the Warrant Amendment Proposal or who makes no election will receive $0.55 in cash in exchange for each of its Public Warrants.
 
2. to approve the adjournment of the special meeting of HACI warrantholders, if necessary, to permit further solicitation and vote of proxies in favor of the Warrant Amendment Proposal (the “Warrantholder Adjournment Proposal”); and
 
3. such other matters as may properly come before the special meeting of HACI warrantholders or any adjournment or postponement thereof.
 
HACI’s board of directors recommends that HACI warrantholders vote FOR the Warrant Amendment Proposal and FOR the Warrantholder Adjournment Proposal.
 
These items of business are described in the enclosed proxy statement/prospectus, which you are encouraged to read in its entirety before voting. Only holders of record of HACI warrants at the close of business on          , 2009 are entitled to notice of the special meeting of HACI warrantholders and to vote at the special meeting of HACI warrantholders and any adjournments or postponements thereof.
 
A complete list of HACI warrantholders of record entitled to vote at the special meeting of HACI Warrantholders will be available for ten days before the special meeting at the principal executive offices of HACI for inspection by warrantholders during ordinary business hours for any purpose germane to the special meeting.
 
All HACI warrantholders are cordially invited to attend the special meeting of HACI warrantholders in person. Your vote is very important. Whether or not you plan to attend the special meeting of HACI warrantholders, please read the enclosed proxy statement/prospectus carefully, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your warrants are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the warrants you beneficially own are properly counted.
 
Thank you for your participation. We look forward to your continued support.
 
          , 2009
 
By Order of the Board of Directors
Thomas O. Hicks
Chairman of the Board of Directors
 
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR WARRANTS WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.


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HICKS ACQUISITION COMPANY I, INC.
100 Crescent Court, Suite 1200
Dallas, Texas 75201
 
NOTICE OF SPECIAL MEETING IN LIEU OF 2009 ANNUAL MEETING OF STOCKHOLDERS
OF HICKS ACQUISITION COMPANY I, INC.
 
To Be Held On          , 2009
 
To the Stockholders of Hicks Acquisition Company I, Inc. (“HACI”):
 
NOTICE IS HEREBY GIVEN that the special meeting in lieu of 2009 annual meeting of HACI stockholders will be held at           Central Standard time, on          , 2009, at the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201 for the following purposes:
 
1. to elect four directors to serve on HACI’s board of directors (the “Director Election Proposal”);
 
2. to approve an amendment to HACI’s amended and restated certificate of incorporation to provide for its perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business (the “Charter Amendment Proposal”);
 
3. to adopt the Purchase and IPO Reorganization Agreement, dated as of August 2, 2009, by and among HACI, Resolute Energy Corporation, a Delaware corporation (the “Company”), Resolute Subsidiary Corporation, a Delaware corporation, Resolute Aneth, LLC, a Delaware limited liability company, Resolute Holdings, LLC, a Delaware limited liability company, Resolute Holdings Sub, LLC, a Delaware limited liability company (“Seller”), and HH-HACI, L.P., a Delaware limited partnership, and to approve the transactions contemplated thereby, pursuant to which, through a series of transactions, HACI stockholders will acquire a majority of the outstanding common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), and the Company will acquire the business and operations of Seller (the “Acquisition Proposal”);
 
4. to approve the adjournment of the special meeting of HACI stockholders, if necessary (the “Stockholder Adjournment Proposal”), in order to permit further solicitation and vote of proxies in favor of the foregoing proposals; and
 
5. such other matters as may properly come before the special meeting of HACI stockholders or any adjournment or postponement thereof.
 
HACI’s board of directors recommends that HACI stockholders vote FOR the Director Election Proposal, FOR the Charter Amendment Proposal, FOR the Acquisition Proposal and FOR the Stockholder Adjournment Proposal.
 
These items of business are described in the enclosed proxy statement/prospectus, which you are encouraged to read in its entirety before voting. Only holders of record of HACI’s common stock at the close of business on          , 2009 are entitled to notice of the special meeting of HACI stockholders and to vote at the special meeting of stockholders and any adjournments or postponements thereof.
 
A complete list of HACI stockholders of record entitled to vote at the special meeting in lieu of 2009 annual meeting of HACI stockholders will be available for ten days before the special meeting at the principal executive offices of HACI for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.
 
All HACI stockholders are cordially invited to attend the special meeting of HACI stockholders in person. Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting of HACI stockholders, please read the enclosed proxy statement/prospectus carefully, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted.
 
Thank you for your participation. We look forward to your continued support.
 
          , 2009
 
By Order of the Board of Directors
Thomas O. Hicks
Chairman of the Board of Directors
 
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.


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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
FOR HACI WARRANTHOLDERS AND HACI STOCKHOLDERS
 
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of HACI warrantholders and the special meeting of HACI stockholders including the proposed transaction. The following questions and answers may not include all the information that is important to warrantholders and stockholders of HACI. We urge HACI’s warrantholders and stockholders to read carefully this entire proxy statement/prospectus, including “Risk Factors,” the annexes and the other documents included or referred to herein.
 
Q: What is the purpose of this document?
 
A: Hicks Acquisition Company I, Inc., a Delaware corporation, or HACI, and Resolute Holdings, LLC, a Delaware limited liability company, or Parent, have agreed to a business combination under the terms of a Purchase and IPO Reorganization Agreement, dated as of August 2, 2009, which we refer to as the Acquisition Agreement, by and among HACI, Parent, Resolute Energy Corporation, a Delaware corporation, or the Company, Resolute Subsidiary Corporation, a Delaware corporation, or Merger Sub, Resolute Aneth, LLC, a Delaware limited liability company, or Aneth, Resolute Holdings Sub, LLC, a Delaware limited liability company, or Seller, and HH-HACI, L.P., a Delaware limited partnership, or the Sponsor. The consummation of the transactions contemplated by the Acquisition Agreement is referred to as the Acquisition and the proposal to approve the Acquisition and adopt the Acquisition Agreement is referred to as the Acquisition Proposal. A copy of the Acquisition Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.
 
HACI warrantholders are being asked to consider and vote upon a proposal to approve an amendment, which we refer to as the Warrant Amendment, to the warrant agreement, which we refer to as the Warrant Agreement, that governs the warrants of HACI, which we refer to as the HACI warrants, each of which is exercisable for one share of common stock of HACI, par value $0.0001 per share, which we refer to as the HACI Common Stock, to allow each HACI warrantholder to elect to receive in the Acquisition, for each outstanding HACI warrant that was issued in HACI’s initial public offering, which we refer to as the Public Warrants, either (i) the right to receive $0.55 in cash, or the Cash Amount, or (ii) a new warrant, which we refer to as a Company warrant, that is exercisable for one share of common stock of the Company, par value $0.0001 per share, or Company Common Stock, at an exercise price of $13.00 per share, which we refer to as a Company warrant, subject to adjustment and proration as described in this proxy statement/prospectus. If the Acquisition is consummated, any warrantholder who votes against the approval of the Warrant Amendment or who makes no election will receive the Cash Amount in exchange for each of its Public Warrants. The exchange of the Public Warrants for cash is referred to herein as the Cash Exchange and the exchange of Public Warrants for Company warrants is referred to herein as the Warrant Exchange. This proposal to amend the Warrant Agreement in order to effect the Cash Exchange and the Warrant Exchange is referred to herein as the Warrant Amendment Proposal. The form of the Warrant Amendment is attached to this proxy statement/prospectus as Annex C and is incorporated into this proxy statement/prospectus by reference.
 
HACI stockholders are being asked to elect two Class I and two Class II directors to serve on HACI’s board of directors, which we refer to as the Director Election Proposal. The four director nominees, if elected, will serve on HACI’s board of directors until the consummation of the Acquisition, or if the Acquisition Proposal is not approved, until HACI’s dissolution.
 
HACI stockholders are also being asked to consider and vote upon a proposal to approve an amendment to HACI’s amended and restated certificate of incorporation, or HACI’s charter, to provide for its perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business. The form of the amendment to HACI’s charter is attached to this proxy statement/prospectus as Annex B and is incorporated into this proxy statement/prospectus by reference. We refer to the amendment of HACI’s charter as the Charter Amendment and to the proposal to amend HACI’s charter as the Charter Amendment Proposal.


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HACI stockholders are also being asked to consider and vote upon a proposal to adopt the Acquisition Agreement, which, among other things, provides for a series of transactions pursuant to which HACI stockholders will acquire a majority of the outstanding Company Common Stock, and the Company will own 100% of HACI and all of the business and operations of Seller. In connection with the Acquisition, all of the outstanding shares of HACI Common Stock will be exchanged for an equal number of shares of Company Common Stock upon the consummation of the Acquisition. If the Warrant Amendment Proposal is approved, HACI intends to consummate the Cash Exchange and the Warrant Exchange in connection with the closing of the Acquisition.
 
HACI’s units, each consisting of one share of HACI Common Stock and one HACI warrant, which we refer to as the HACI units, will not be exchanged in the Acquisition. The HACI units will be separated into the component common stock and warrants, each of which will be exchanged for either Company Common Stock, the Company warrants or cash, as described herein, and will cease to trade following the consummation of the Acquisition.
 
The approval of the Warrant Amendment Proposal by HACI warrantholders and the approval of the Charter Amendment Proposal and the Acquisition Proposal by HACI stockholders are preconditions to the consummation of the Acquisition. If the Warrant Amendment Proposal and the Charter Amendment Proposal are not approved, the Acquisition Proposal will not be presented to the HACI stockholders for a vote.
 
This proxy statement/prospectus contains important information about the proposed Acquisition and the other matters to be acted upon at the special meeting of HACI warrantholders and the special meeting of HACI stockholders. You should read it carefully.
 
Q: What is being voted on by HACI warrantholders and stockholders?
 
A: Below are proposals on which HACI warrantholders are being asked to vote and proposals on which HACI stockholders are being asked to vote.
 
Warrantholder Proposals
 
• the Warrant Amendment Proposal; and
 
• a proposal to approve the adjournment of the special meeting of HACI warrantholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Warrant Amendment Proposal. This is referred to herein as the Warrantholder Adjournment Proposal. This proposal will only be presented to the special meeting of HACI warrantholders if there are not sufficient votes to approve the Warrant Amendment Proposal.
 
Stockholder Proposals
 
• the Director Election Proposal;
 
• the Charter Amendment Proposal;
 
• the Acquisition Proposal, provided that the Charter Amendment Proposal is approved at the special meeting of HACI stockholders; and
 
• a proposal to approve the adjournment of the special meeting of HACI stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Charter Amendment or to approve the Acquisition Proposal. This is referred to herein as the Stockholder Adjournment Proposal. This proposal will only be presented at the special meeting of HACI stockholders if there are not sufficient votes to approve one of the other proposals presented to the stockholders.
 
It is important for you to note that in the event that the Charter Amendment Proposal, the Warrant Amendment Proposal or the Acquisition Proposal does not receive the requisite vote for approval, then HACI will not consummate the Acquisition, the Cash Exchange or the Warrant Exchange. If HACI does not


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consummate the Acquisition and fails to consummate any other business combination by September 28, 2009, HACI will be required to dissolve and liquidate and all HACI warrants will expire worthless.
 
Q: Are the proposals conditioned on one another?
 
A: Yes. Unless the Charter Amendment Proposal is approved at the special meeting of HACI stockholders and the Warrant Amendment Proposal is approved at the special meeting of HACI warrantholders, the Acquisition Proposal will not be presented to the HACI stockholders for a vote.
 
Q: What will happen in the Acquisition?
 
A: At the closing of the Acquisition, through a series of transactions, the holders of HACI Common Stock, including the Sponsor and certain of HACI’s directors who previously received HACI Common Stock and warrants, which we refer to as the Founder Shares and the Founder Warrants, respectively, as part of the HACI units issued prior to the IPO, or the Founder Units, and who, together with the Sponsor, we refer to as the Initial Stockholders, will own approximately 82% of the outstanding Company Common Stock (excluding Company Earnout Shares). To accomplish this result, HACI will transfer an estimated $346 million to Aneth in exchange for a membership interest in Aneth. Through Seller’s subsequent contribution of its operating subsidiaries and the simultaneous merger of HACI with Merger Sub, the Company will acquire HACI and all of Seller’s business and operations. The $346 million paid by HACI to Aneth will be used to pay certain amounts outstanding under its credit facilities. As a result of the Acquisition:
 
• Seller will receive (i) 9,200,000 shares of Company Common Stock, (ii) 4,600,000 warrants to purchase Company Common Stock at a price of $13.00 per share subject to a trigger price of $13.75 per share to be exceeded within five years, or Company Founders Warrants, (iii) 2,333,333 warrants to purchase Company Common Stock at a price of $13.00 per share, or Company Sponsors Warrants, and (iv) 1,385,000 shares of Company Common Stock subject to forfeiture in the event a trigger price of $15.00 is not exceeded within five years following the closing of the Acquisition, or Company Earnout Shares;
 
• the Sponsor will receive (i) 4,324,000 shares of Company Common Stock, (ii) 8,924,000 Company Founders Warrants, (iii) 4,666,667 Company Sponsors Warrants, and (iv) 1,865,000 Company Earnout Shares;
 
• the holders of HACI Common Stock who do not vote against the Acquisition Proposal and exercise their conversion rights will receive one share of Company Common Stock for each share of HACI Common Stock they own immediately prior to the closing of the Acquisition (subject to adjustment and proration); and
 
• the holders of HACI Public Warrants will receive either (i) $0.55 in cash or (ii) a Company warrant, for each Public Warrant they own immediately prior to the Acquisition.
 
Each of the Company warrants, Company Founders Warrants and Company Sponsors Warrants will have an exercise price of $13.00 share, expire within five years after the closing of the Acquisition, and will be redeemable by the Company at $0.01 subject to an $18.00 redemption trigger price per share. However, the Company Founders Warrants and Company Sponsors Warrants will not be redeemable so long as they are held by the Initial Stockholders or Seller or their permitted transferees.
 
For more information, see the sections entitled “The Acquisition,” “The Acquisition Agreement” and “Description of Securities.”
 
Q: Why is HACI proposing the Acquisition?
 
HACI is a blank check company that was organized under the laws of the State of Delaware on February 26, 2007. HACI was formed to acquire through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets, which we refer to as an initial business combination or a business combination.


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HACI consummated its initial public offering, or the IPO, on October 3, 2007. Approximately $536.1 million of the proceeds of the IPO (including deferred underwriting commissions) and the sale to the Sponsor of warrants to purchase 7,000,000 shares of HACI Common Stock simultaneously with the consummation of the IPO, which we refer to as the Sponsor Warrants, was placed in a trust account immediately following the IPO. Upon the consummation of an initial business combination, the amounts held in the trust account will be released to HACI. As of March 31, 2009, $540.1 million was held in the trust account. If the Acquisition Proposal is approved, HACI intends to use a portion of the funds held in the trust account (i) to pay the HACI’s aggregate costs, fees and expenses in connection with the consummation of an initial business combination, (ii) to pay tax obligations and deferred underwriting commissions, (iii) to pay HACI stockholders who vote against the Acquisition Proposal and properly exercise their conversion rights, (iv) to pay warrantholders in connection with the Cash Exchange, and (iv) to pay for any repurchases by HACI of Public Shares, if any, prior to the closing of the Acquisition. The remaining balance in the trust account will be contributed to Aneth in exchange for a membership interest in Aneth in connection with the Acquisition. See the sections entitled “The Acquisition — HACI’s Board of Directors’ Reasons for the Approval of the Acquisition” and “The Acquisition Agreement” for additional information.
 
Q: Why is HACI proposing the Charter Amendment?
 
A: HACI’s charter currently provides that HACI’s corporate existence will terminate on September 28, 2009 and that in order to consummate a business combination, an amendment to HACI’s charter providing for HACI’s perpetual existence must be approved by a majority of the outstanding shares of HACI Common Stock at a duly held stockholder meeting. In addition, pursuant to HACI’s charter, HACI is prohibited from completing a business combination with an entity engaged in the energy industry as its principal business. Resolute is an independent oil and gas company engaged in the exploitation and development of petroleum properties and as such, may be deemed to be engaged in the energy industry as its principal business. Accordingly, HACI is seeking approval of its stockholders of an amendment to HACI’s charter to provide for its perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business. If the requisite stockholder approval is received, the Charter Amendment will be filed with the Delaware Secretary of State immediately upon its approval and prior to the HACI stockholders’ consideration of the Acquisition Proposal at the special meeting of HACI stockholders.
 
Q: Why is HACI proposing the Warrant Amendment Proposal?
 
A: HACI warrantholders are being asked to approve the Warrant Amendment Proposal because the approval of the Warrant Amendment Proposal is a condition to consummation of the Acquisition. In addition, HACI’s board of directors believes that the reduction of the warrants in the Company’s capital structure will increase the Company’s strategic opportunities and attractiveness to future investors.
 
Q: What vote is required to approve the proposals presented at the special meeting of HACI Warrantholders?
 
A: Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the Public Warrants as of the record date.
 
Approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the outstanding HACI warrants represented in person or by proxy at the special meeting of HACI warrantholders and entitled to vote thereon as of the record date.
 
Abstentions will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal. A broker non-vote will have the effect of a vote “AGAINST” the Warrant Amendment Proposal. Broker non-votes will have no effect on the Warrantholder Adjournment Proposal.


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Q: What vote is required to approve the proposals presented at the special meeting of HACI stockholders?
 
A: Directors are elected by a plurality of all of the votes cast, in person or by proxy. This means that the four nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Abstentions and broker non-votes will have no effect on the election of directors. Stockholders may not cumulate their votes with respect to the election of directors.
 
Approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of HACI Common Stock, entitled to vote thereon as of the record date.
 
Approval of the Acquisition Proposal requires the affirmative vote of a majority of the issued and outstanding shares of HACI Common Stock entitled to vote thereon as of the record date. In addition, if holders of 30% or more of the shares of HACI Common Stock issued as part of the HACI units issued in the IPO, or the Public Shares, vote against the Acquisition Proposal and properly exercise their conversion rights, HACI will not be permitted to consummate the Acquisition. See the section entitled “Special Meeting of HACI Warrantholders and Special Meeting in Lieu of 2009 Annual Meeting of HACI Stockholders — Conversion Rights” for additional information.
 
Approval of the Stockholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of HACI Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting.
 
Abstentions will have the same effect as a vote “AGAINST” the Charter Amendment Proposal, the Acquisition Proposal and the Stockholder Adjournment Proposal. A broker non-vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and the Acquisition Proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the Stockholder Adjournment Proposal.
 
Q: How will HACI’s directors and officers vote?
 
A: Prior to the consummation of the IPO, the Sponsor transferred an aggregate of 276,000 Founder Units, each of which is comprised of one Founder Share and one Founder Warrant, to the Initial Stockholders.
 
In connection with the IPO, HACI and the representative of the underwriters in the IPO entered into agreements with the Initial Stockholders pursuant to which the Initial Stockholders agreed to vote:
 
• all of their Founder Shares in accordance with the majority of the votes cast with respect to the Acquisition Proposal by the holders of Public Shares, or the HACI Public Stockholders;
 
• any Public Shares acquired in or after the IPO in favor of the Acquisition Proposal; and
 
• all shares of HACI Common Stock held by them in favor of the Charter Amendment Proposal.
 
This voting arrangement does not apply to any proposal other than the Acquisition Proposal and the Charter Amendment Proposal. Approval of each of the Acquisition Proposal and the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding HACI Common Stock entitled to vote thereon as of the record date. As of the record date of the special meeting of HACI stockholders, 13,800,000 Founder Shares, or 20% of the issued and outstanding HACI Common Stock, would be voted in accordance with the majority of the votes cast by HACI Public Stockholders with respect to the Acquisition Proposal and 20% of the issued outstanding HACI Common Stock would be voted in favor of the Charter Amendment Proposal. If the Initial Stockholders or HACI’s officers and directors purchase Public Shares from existing HACI Public Stockholders that are likely to vote against the Acquisition Proposal or that are likely to elect to exercise their conversion rights, the probability that the vote to approve the Acquisition Proposal will succeed would increase.
 
Q: What happens if I vote against the Acquisition Proposal?
 
A: In accordance with the terms of HACI’s charter, if you are a HACI Public Stockholder, you have the right to vote against the Acquisition Proposal and demand that HACI convert your Public Shares into a pro rata


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share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to approximately $6.6 million on the trust account, which interest income was previously released to HACI to fund its working capital requirements). These rights to demand conversion of Public Shares into cash are sometimes referred to herein as conversion rights.
 
If holders of 30% or more of the Public Shares vote against the Acquisition Proposal and properly exercise their conversion rights, then HACI will not consummate the Acquisition and your Public Shares will not be converted into cash. If the Acquisition is not consummated and HACI does not consummate a business combination by September 28, 2009, HACI will be required to dissolve and liquidate.
 
Q: How do I exercise my conversion rights?
 
A: In order to exercise conversion rights, you must vote against the Acquisition Proposal, demand that HACI convert the Public Shares held by you into cash by marking the appropriate space on the enclosed proxy card and providing physical or electronic delivery of your stock certificates or shares, as appropriate, prior to the special meeting of HACI stockholders. If you vote against the Acquisition Proposal but fail to properly exercise your conversion rights, you will not be entitled to have your Public Shares converted to cash. Any request for conversion, once made, may be withdrawn at any time up to the date of the special meeting of HACI stockholders. The actual per share conversion price will be equal to the aggregate amount then on deposit in HACI’s trust account (before payment of deferred underwriting discounts and including interest earned on your pro rata portion of the trust account, net of income taxes payable on such interest, and net of interest income of up to $6.6 million previously released to HACI to fund working capital requirements) divided by the number of shares sold in the IPO. For illustrative purposes, based on funds in the trust account of $      on          , 2009, the estimated per share conversion price would have been $     . Please see the section entitled “Special Meeting of HACI Warrantholders and Special Meeting in Lieu of 2009 Annual Meeting of HACI Stockholders — Conversion Rights” for the procedures to be followed if you wish to convert your Public Shares into cash.
 
Q: Do I have appraisal rights if I object to the proposed Acquisition?
 
A: Holders of HACI Common Stock will not be entitled to any appraisal rights under the Delaware General Corporation Law in connection with the Acquisition. For additional information, see the section entitled “Special Meeting of HACI Warrantholders and Special Meeting in Lieu of 2009 Annual Meeting of HACI Stockholders — Appraisal Rights.”
 
Q: What happens to the funds deposited in the trust account after consummation of the Acquisition?
 
A: If the Acquisition Proposal is approved, HACI intends to use the funds held in the trust account (i) to pay HACI’s aggregate costs, fees and expenses in connection with the consummation of an initial business combination, (ii) to pay tax obligations and the deferred underwriting commissions, (iii) to pay HACI Public Stockholders who vote against the Acquisition Proposal and properly exercise their conversion rights, (iv) to pay HACI warrantholders in connection with the Cash Exchange, and (iv) to pay for any repurchases by HACI of Public Shares, if any, prior to the Acquisition. The remaining balance in the trust account will be contributed to Aneth in exchange for an estimated 74.0% membership in Aneth (subject to adjustment for changes in the trust account balance contributed to Aneth) in connection with the Acquisition. See the sections entitled “The Acquisition” and “The Acquisition Agreement” for additional information.
 
Q: What happens if the Acquisition is not consummated or is terminated?
 
A: There are certain circumstances under which HACI or Seller may terminate the Acquisition Agreement. See the section entitled “The Acquisition Agreement — Termination” for additional information regarding the parties’ specific termination rights. In accordance with HACI’s charter, if the Acquisition is not consummated and HACI is unable to consummate another business combination by September 28, 2009, its corporate existence will automatically terminate and HACI will thereafter dissolve and liquidate. In any


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liquidation of HACI, the funds deposited in the trust account, plus any interest earned thereon, less reserves for and claims requiring payment from the trust account by creditors who have not waived their rights against the trust account, if any, will be distributed pro rata to the HACI Public Stockholders.
 
HACI warrantholders have no right to receive funds held in the trust account with respect to the warrants they hold. If the Acquisition is not consummated and HACI does not consummate another business combination by September 28, 2009, HACI will be required to dissolve and liquidate and the HACI warrants will expire worthless.
 
The Initial Stockholders have waived any right to participate in any liquidation distribution with respect to their Founder Shares if HACI fails to consummate a business combination. Thomas O. Hicks, HACI’s founder and chairman of the board, has agreed that he will be liable to HACI if and to the extent any claims by a third party for services rendered or products sold to HACI, or by a prospective target business, reduce the amounts in the trust account available for distribution to HACI stockholders in the event of a liquidation, except as to (i) any claims by a third party who executed a waiver (even if such waiver is subsequently found to be invalid and unenforceable) of any and all rights to seek access to the funds in the trust account, or (ii) any claims under HACI’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. HACI cannot assure you that Mr. Hicks will be able to satisfy those obligations. See the section entitled “HACI’s Business — Liquidation If No Business Combination” for additional information.
 
Q: When is the Acquisition expected to be consummated?
 
A: It is currently anticipated that the Acquisition will be consummated promptly following the special meeting of HACI warrantholders and the special meeting of HACI stockholders to be held on          , 2009, provided that all other conditions to the consummation of the Acquisition have been satisfied or waived. For a description of the conditions for the completion of the Acquisition, see the section entitled “The Acquisition Agreement — Conditions to Closing of the Acquisition.”
 
Q: Because the prospectus from the IPO did not disclose that HACI may seek to amend its charter prior to the consummation of a business combination, that funds in the trust account might be used, directly or indirectly, to purchase the Public Shares, that HACI may consummate a business combination with an entity engaged in the energy industry as its principal business or that HACI may seek to amend the Warrant Agreement and exchange a portion of the HACI warrants for cash, what are my legal rights?
 
A: You should be aware that because the registration statement from the IPO, or the IPO prospectus, did not disclose that HACI may seek to amend HACI’s charter prior to the consummation of a business combination, that funds in the trust account might be used, directly or indirectly, to purchase Public Shares from holders who have indicated that they will vote against the Acquisition Proposal and properly demanded that their Public Shares be converted into cash (as HACI may contemplate doing and which is discussed in further detail below) or that HACI may consummate a business combination with an entity engaged in the energy industry or that HACI may seek to amend the terms of the Warrant Agreement and exchange a portion of outstanding Public Warrants for cash financed out of the trust account, each holder of public shares at the time of the Acquisition who purchased such shares in the IPO may have securities law claims against HACI for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security). Such claims may entitle such stockholders asserting them to up to $10.00 per share, based on the initial offering price of the HACI units issued in the IPO, each comprised of one share of HACI Common Stock and a HACI warrant exercisable for an additional share of HACI Common Stock, less any amount received from sale of the original Public Warrants purchased with such HACI units, plus interest from the date of the IPO (which, in the case of holders of Public Shares, may be more than the pro rata share of the trust account to which they are entitled if they exercise their conversion rights or if HACI liquidates). See the sections entitled “The Charter Amendment Proposal,” “The Acquisition — Actions That May Be Taken to


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Secure Approval of HACI Stockholders,” and “The Acquisition — Rescission Rights” for additional information.
 
Q: What do I need to do now?
 
A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including “Risk Factors” and the annexes, and to consider how the Acquisition will affect you as a stockholder or how the Warrant Amendment will affect you as a warrantholder of HACI, as the case may be. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares or warrants through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
 
Q: How do I vote?
 
A: If you were a holder of record of HACI Common Stock or HACI warrants on          , 2009, the record date for the special meeting of HACI warrantholders and the special meeting of HACI stockholders, you may vote with respect to the applicable proposals in person at the special meeting of HACI warrantholders or the special meeting of HACI stockholders, as the case may be, or by submitting a proxy. You may submit your proxy by completing, signing, dating and returning the enclosed stockholder and/or warrantholder proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares or warrants in “street name,” which means your shares or warrants are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares or warrants, as the case may be, you beneficially own are properly counted. In this regard, you must provide the record holder of your shares or warrants with instructions on how to vote your shares or warrants or, if you wish to attend the special meeting of HACI warrantholders or the special meeting of HACI stockholders and vote in person, obtain a proxy from your broker, bank or nominee.
 
Q: What will happen if I abstain from voting or fail to vote at the special meeting of HACI warrantholders or special meeting of HACI stockholders?
 
A: HACI will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present at the special meeting of HACI stockholders. For purposes of approval, an abstention or failure to vote on the Acquisition Proposal will have the same effect as a vote “AGAINST” the proposal but will preclude you from having your shares converted into cash. In order to exercise your conversion rights, you must cast a vote against the Acquisition, make an election on the proxy card to convert such shares of common stock or submit a request in writing to HACI’s transfer agent at the address listed on page   , and deliver your shares to HACI’s transfer agent physically or electronically through DTC prior to the special meeting of HACI stockholders.
 
An abstention from the Warrant Amendment Proposal presented to HACI warrantholders will have the same effect as a vote “AGAINST” this proposal. An abstention from voting on the Charter Amendment Proposal and the Acquisition Proposal presented to the HACI stockholders, will have the same effect as a vote “AGAINST” these proposals. Abstentions will have no effect on the Director Election Proposal.
 
Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?
 
A: Signed and dated proxies received by HACI without an indication of how the warrantholder or stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the warrantholders or the stockholders, as the case may be.
 
Stockholders will not be entitled to exercise their conversion rights if such stockholders return proxy cards to HACI without an indication of how they desire to vote with respect to the Acquisition Proposal or, for stockholders holding their shares in “street name,” if such stockholders fail to provide voting instructions to their banks, brokers or other nominees.


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Q: If I am not going to attend the special meeting of HACI warrantholders or the special meeting of HACI stockholders in person, should I return my proxy card instead?
 
A: Yes. Whether or not you plan to attend the special meeting of HACI warrantholders or the special meeting of HACI stockholders, after carefully reading and considering the information contained in this proxy statement/prospectus, please complete and sign your proxy card. Then return the enclosed stockholder and/or warrantholder proxy card in the pre-addressed postage-paid envelope provided herewith as soon as possible, so your shares or warrants, as the case may be, may be represented at the special meeting of HACI warrantholders or the special meeting of HACI stockholders.
 
Q: If my shares or warrants are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
 
A: No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares or warrants with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. The election of directors is a routine item so brokers who do not receive instructions as to how to vote on the Director Election Proposal may generally vote on this matter. HACI believes the other proposals presented to the stockholders and to the warrantholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares or warrants without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is which we refer to as a “broker non-vote.” Broker non-votes will be counted for the purpose of determining the existence of a quorum at the special meeting of HACI stockholders, but will not count for purposes of determining the number of votes cast at the special meeting of HACI stockholders or the special meeting of HACI warrantholders. Your bank, broker or other nominee can vote your shares or warrants only if you provide instructions on how to vote. You should instruct your broker to vote your HACI shares or warrants in accordance with directions you provide.
 
Q: May I change my vote after I have mailed my signed proxy card?
 
A: Yes. You may change your vote by sending a later-dated, signed proxy card to HACI’s secretary at the address set forth on page 10 so that it is received by HACI’s secretary prior to the special meeting of HACI stockholders or the special meeting of HACI warrantholders or attend the special meeting of HACI stockholders or the special meeting of HACI warrantholders in person and vote. You also may revoke your proxy by sending a notice of revocation to HACI’s secretary, which must be received by HACI’s Secretary prior to the special meeting of HACI stockholders or the special meeting of HACI warrantholders.
 
Q: What should I do if I receive more than one set of voting materials?
 
A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares or warrants in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares or warrants. If you are a holder of record and your shares or warrants are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your HACI shares and warrants.


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Q: Who can I obtain additional copies of the proxy statement/prospectus or the enclosed proxy card?
 
A: If you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
 
Thomas O. Hicks, Jr., corporate secretary
100 Crescent Court, Suite 1200
Dallas, Texas 75201
 
To obtain timely delivery, HACI stockholders and warrantholders must request the materials no later than          , 2009.
 
You may also obtain additional information about HACI from documents filed with the Securities and Exchange Commission, by following the instructions in the section entitled “Where You Can Find Additional Information.”
 
If you intend to vote against the Acquisition Proposal and seek conversion of your Public Shares, you will need to deliver your stock (either physically or electronically) to HACI’s transfer agent prior to the meeting, as further described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your stock, please contact:
 
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Tel: (212) 845-3287
Fax: (212) 616-7616


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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
 
This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Acquisition, you should read this entire proxy statement/prospectus carefully, including “Risk Factors” and the annexes. See also the section entitled “Where You Can Find Additional Information.”
 
Unless the context otherwise requires, a reference in this proxy statement/prospectus to “HACI” means Hicks Acquisition Company I, Inc., a reference to “the Company” means Resolute Energy Corporation, a reference to “Parent” means Resolute Holdings, LLC, a reference to “Seller” means Resolute Holdings Sub, LLC, a reference to “Merger Sub” means Resolute Subsidiary Corporation, a reference to “Aneth” means Resolute Aneth, LLC, a reference to the “Acquired Entities” means the operating subsidiaries of Seller, and a reference to “Resolute,” to the extent the context refers to matters prior to the consummation of the Acquisition, means Parent, Seller, the Company and the Acquired Entities and, to the extent the context refers to matters following the consummation of the Acquisition, means the Company, HACI and the Acquired Entities.
 
This proxy statement/prospectus is:
 
  •  a proxy statement of HACI for use in the solicitation of proxies for the special meeting of HACI warrantholders and the special meeting of HACI stockholders; and
 
  •  a prospectus of the Company relating to (i) the issuance of shares of the common stock of the Company, par value $0.0001 per share, or Company Common Stock, and warrants of the Company, or the Company warrants, each of which is exercisable for one share of Company Common Stock, to holders of HACI Common Stock and HACI warrants and (ii) the issuance of shares of Company Common Stock and the Company warrants in connection with the Acquisition.
 
The Warrant Amendment Proposal
 
HACI proposes an amendment, or the Warrant Amendment, to the warrant agreement governing all of the HACI warrants, or the Warrant Agreement, to provide that HACI warrantholders may elect to receive in the Acquisition for each outstanding HACI warrant that was issued in HACI’s initial public offering, or the Public Warrants, either (i) the right to receive $0.55 in cash, or the Cash Amount, or (ii) the right to receive one Company warrant with an exercise price of $13.00 per share, expiring five years from the closing of the Acquisition, subject to adjustment and proration as described in this proxy statement/prospectus. If the Acquisition is consummated, any warrantholder who votes against the approval of the Warrant Amendment Proposal or who makes no election will receive $0.55 in cash in exchange for its Public Warrants. We refer to the elections by HACI warrantholders to receive the Company warrants as the Warrant Election. We also refer to the exchange of Public Warrants for the Cash Amount as the Cash Exchange and the exchange of Public Warrants for the Company warrants as the Warrant Exchange.
 
The form of Warrant Amendment is attached as Annex C to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read the Warrant Amendment in its entirety. See the section entitled “The Warrant Amendment Proposal” for additional information.
 
If the Warrant Amendment Proposal is not approved at the special meeting of HACI warrantholders, the Acquisition Proposal will not be presented to HACI stockholders for a vote. If the Acquisition is not consummated and HACI does not consummate any other initial business combination by September 28, 2009, HACI will be required to liquidate and all HACI warrants will expire worthless.
 
The Warrantholder Adjournment Proposal
 
If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting of HACI warrantholders to approve the Warrant Amendment Proposal, the Warrantholder Adjournment Proposal allows HACI’s board of directors to adjourn the special meeting of HACI warrantholders to a later date or dates, if


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necessary, to permit further solicitation and vote of proxies to approve the Warrant Amendment Proposal. See the section entitled “The Warrantholder Adjournment Proposal” for additional information.
 
Director Election Proposal
 
HACI’s board of directors is divided into three classes, being divided as equally as possible with each class having a term of three years. Because HACI did not have a 2008 annual stockholder meeting, the term of Class I and Class II directors, currently consisting of four directors total, expires. HACI’s independent directors have nominated Joseph B. Armes and William A. Montgomery, for re-election as Class I directors, and Brian Mulroney and William H. Cunningham, for re-election as Class II directors. The four director nominees, if elected, will serve on HACI’s board of directors until the consummation of the Acquisition or, if the Acquisition Proposal is not approved, until HACI’s dissolution. See the section entitled “The Director Election Proposal” for additional information about the election of directors.
 
The Charter Amendment Proposal
 
Pursuant to HACI’s amended and restated certificate of incorporation, which we refer to as HACI’s charter, HACI is prohibited from consummating a business combination with an entity engaged in the energy industry as its principal business. Resolute is an independent oil and gas company engaged in the exploitation and development of petroleum properties. Accordingly, HACI is seeking approval of its stockholders of an amendment to its charter, which we refer to as the Charter Amendment, to provide for its perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business. If the requisite HACI stockholder approval is received, the Charter Amendment will be filed with the Delaware Secretary of State immediately and prior to the presentation of the Acquisition Proposal to the special meeting of HACI stockholders. See the section entitled “The Charter Amendment Proposal” for additional information about the Charter Amendment.
 
The Charter Amendment is attached as Annex B to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read the Charter Amendment in its entirety. If the Charter Amendment Proposal is not approved at the special meeting of HACI stockholders, the Acquisition Proposal will not be presented to the HACI stockholders for a vote.
 
The Acquisition Proposal
 
The Companies
 
HACI
 
Hicks Acquisition Company I, Inc., or HACI, is a blank check company that was organized under the laws of the State of Delaware on February 26, 2007. HACI was formed to acquire through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. In accordance with HACI’s charter, if HACI is unable to consummate a business combination by September 28, 2009, its corporate existence will automatically terminate and it will dissolve and liquidate and promptly distribute to its stockholders holding Public Shares the amount in its trust account plus any remaining non-trust account funds after payment of its liabilities. In the event of its liquidation, the HACI warrants will expire worthless.
 
The HACI units, common stock and warrants are currently listed on the NYSE Amex under the symbols TOH.U, TOH and TOH.WS, respectively. Following the consummation of the Acquisition, the HACI units, common stock and warrants will cease trading on the NYSE Amex and HACI will file a Form 15 with the SEC to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
 
The mailing address of HACI’s principal executive office is 100 Crescent Court, Suite 1200, Dallas, Texas 75201 and its telephone number is (214) 615-2300.


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The Company
 
Resolute Energy Corporation, or the Company, a corporation organized under the laws of the State of Delaware on July 28, 2009, is a wholly-owned subsidiary of Seller. The Company was formed by Seller to consummate the Acquisition. Following the Acquisition, the holders of HACI Common Stock, together with the Sponsor and the Initial Stockholders, will own approximately 82% of the outstanding Company Common Stock (excluding Company Earnout Shares) and Seller will own approximately 18% of the outstanding Company Common Stock (excluding Company Earnout Shares), assuming 30% of the Public Shares vote against the proposal and properly exercise their conversion rights.
 
The Company expects to apply to have its common stock and warrants listed on the New York Stock Exchange, or the NYSE, under the symbols “REN” and “RENW,” respectively.
 
The mailing address of the Company’s principal executive office is 1675 Broadway Street, Suite 1950, Denver, Colorado 80202 and its telephone number is (303) 534-4600.
 
Merger Sub
 
Resolute Subsidiary Corporation, or Merger Sub, a corporation organized under the laws of the State of Delaware corporation on July 28, 2009, is a wholly-owned subsidiary of the Company. Merger Sub was formed by Seller to consummate the Acquisition. In the Merger, Merger Sub will merge with and into HACI and Merger Sub will cease to exist.
 
The mailing address of Merger Sub’s principal executive office is 1675 Broadway Street, Suite 1950, Denver, Colorado 80202 and its telephone number is (303) 534-4600.
 
Seller
 
Resolute Holdings Sub, LLC, or Seller, is a limited liability company organized under the laws of the State of Delaware on February 7, 2006.
 
The mailing address of Seller’s principal executive office is 1675 Broadway Street, Denver, Suite 1950, Colorado 80202 and its telephone number is (303) 534-4600.
 
The Acquisition
 
HACI and Seller have agreed to combine their businesses pursuant to the Acquisition Agreement, subject to the requisite stockholder and warrantholder approvals and other conditions. As a result of the Acquisition, through a series of transactions, the holders of HACI Common Stock, including the Sponsor and certain of HACI’s directors who previously received HACI Common Stock and HACI warrants, which we refer to as the Founder Shares and the Founder Warrants, respectively, as part of the HACI units issued prior to the IPO, or the Founder units, and who, together with the Sponsor, we refer to as the Initial Stockholders, will own approximately 82% of the outstanding Company Common Stock (excluding Company Earnout Shares) and Seller will own approximately 18% of the outstanding Company Common Stock (excluding Company Earnout Shares). It is anticipated that HACI will transfer approximately $346 million to Aneth and will receive in exchange an estimated 74.0% membership interest in Aneth (subject to adjustment). Seller will then contribute its direct and indirect ownership interests in the Acquired Entities to the Company and Merger Sub will merge with and into HACI, with HACI surviving the merger and continuing as a wholly-owned subsidiary of Seller. As required by the Acquisition Agreement, the $346 million paid by HACI to Aneth will be used to repay certain amounts outstanding under its credit facilities. The Acquisition Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. HACI and the Company encourage you to read the Acquisition Agreement in its entirety.
 
Acquisition Consideration
 
In exchange for the contribution of the Acquired Entities and as a result of the other transactions contemplated by the Acquisition Agreement, Seller will own (i) 9,200,000 shares of Company Common Stock, (ii) 4,600,000 warrants to purchase Company Common Stock at a price of $13.00 per share subject to a trigger


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price of $13.75 per share to be exceeded within five years, or Company Founders Warrants, (iii) 2,333,333 warrants to purchase Company Common Stock at a price of $13.00 per share, or Company Sponsors Warrants, and (iv) 1,385,000 shares of Company Common Stock subject to forfeiture in the event a trigger price of $15.00 is not exceeded within five years following the closing of the Acquisition, or Company Earnout Shares.
 
In connection with the Acquisition, 7,335,000 Founder Shares and 4,600,000 Founder Warrants held by the Sponsor will be cancelled and forfeited and an additional 1,865,000 Founder Shares will be converted into 1,865,000 Company Earnout Shares. As a result of the consummation of the Acquisition, the Sponsor, together with the other Initial Stockholders, will own (i) 4,600,000 shares of Company Common Stock, (ii) 9,200,000 Company Founders Warrants, (iii) 4,666,667 Company Sponsors Warrants, and (iv) 1,865,000 Company Earnout Shares.
 
At the effective time of the Merger, each outstanding share of HACI Common Stock (other than shares held by HACI stockholders who do not vote in favor of the adoption of the Acquisition Agreement and properly exercise their conversion rights) will be converted into the right to receive one share of Company Common Stock.
 
At the effective time of the Merger, each outstanding Public Warrant will be converted into either (i) the right to receive $0.55 in cash, or the Cash Amount, or (ii) the right to receive one Company warrant, subject to adjustment and proration as described in this proxy statement/prospectus.
 
Conditions to Completion of the Acquisition
 
A number of conditions must be satisfied or waived, where legally permissible, before the proposed Acquisition can be consummated. These include, among others:
 
  •  the approval by HACI stockholders of the Charter Amendment Proposal and the Acquisition Proposal and the approval by HACI warrantholders of the Warrant Amendment Proposal;
 
  •  the absence of any law, injunction, restraining order or decree of any nature that restrains or prohibits the consummation of the Acquisition;
 
  •  the expiration or termination of any applicable waiting periods specified under the Hart-Scott Rodino Act with respect to the Acquisition;
 
  •  the performance and compliance by each party, in all material respects, of all applicable obligations, covenants and conditions in the Acquisition Agreement;
 
  •  subject to certain materiality exceptions, the accuracy of HACI’s, Parent’s and Seller’s respective representations and warranties in the Acquisition Agreement;
 
  •  subject to certain exceptions, the absence of defaults with respect to any payment obligation or financial covenant under any material indebtedness of the Company or the Acquired Entities;
 
  •  the amount to be paid by HACI to Aneth in connection with HACI’s acquisition of Aneth membership interests is at least $275,000,000;
 
  •  Seller’s implementation of certain hedging arrangements resulting in an average fixed price on its crude oil swaps in year 2010 on 3,650 barrels of crude oil per day of at least $67.00 per barrel;
 
  •  none of Seller’s new or amended crude oil marketing arrangements is expected to have a material adverse effect on the Company and the Acquired Entities at the time of the Acquisition;
 
  •  HACI’s receipt of a legal opinion from counsel to the Company regarding the existence of (i) no conflicts, defaults, or violations under applicable laws of the Navajo Nation and (ii) no conflicts, defaults or violations under any of the Company’s material contracts pursuant to which the Navajo Nation or a subdivision or affiliate thereof is a party or third beneficiary, in each case, as a result of the transactions contemplated by the Acquisition Agreement; and


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  •  Seller’s receipt of a legal opinion from counsel to HACI regarding the effectiveness of the Charter Amendment and no conflicts with the equity purchase agreement between HACI and GPC Capital Corp. II.
 
Termination of the Acquisition Agreement
 
The Acquisition Agreement may be terminated and the Acquisition may be abandoned at any time prior to the closing of the Acquisition by mutual written consent of HACI and Seller. Either HACI or Seller (except as otherwise indicated) will also have the right to terminate the Acquisition Agreement upon the occurrence of any of the following:
 
  •  a law, injunction, restraining order or decree is issued that prohibits the consummation of the Acquisition or is not resolved in HACI’s favor prior to September 29, 2009, provided that the party seeking to terminate the Acquisition Agreement must have used its reasonable best efforts to have such law, injunction, order or decree vacated or denied;
 
  •  failure to obtain the requisite approval of the Acquisition by HACI stockholders or the requisite approval of the Warrant Amendment by HACI warrantholders;
 
  •  failure to consummate the Acquisition by September 29, 2009; provided that the right to terminate the Acquisition Agreement is not available to any party whose failure or inability to fulfill any obligation under the Acquisition Agreement has been the cause of, or resulted in, the failure of the closing of the Acquisition to occur on or before such date;
 
  •  by Seller, upon written notice to HACI, upon a material breach of any representation, warranty, covenant or agreement on the part of HACI such that, if occurring or continuing on the closing date, certain closing conditions would not be satisfied (subject to cure provisions); or
 
  •  by HACI, upon written notice to Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Parent, Aneth or Seller such that, if occurring or continuing on the closing date, certain closing conditions would not be satisfied (subject to cure provisions).
 
If the Acquisition Agreement is terminated, HACI or Seller will be entitled to reimbursement of expenses up to $1,000,000 in certain circumstances.
 
No-Solicitation of Alternative Transaction
 
Under the Acquisition Agreement, Parent, Seller, the Company, Merger Sub, Aneth and the Acquired Entities are prohibited from soliciting any other transaction concerning any sale of a significant portion of the assets of the Acquired Entities or merger or sale of their respective equity interests in the Acquired Entities, any recapitalization of Seller or the Acquired Entities or similar transaction with respect to Seller or the Acquired Entities or their respective businesses. Similarly, HACI is prohibited from soliciting any initial business combination.
 
Reasons for the Acquisition
 
In recommending the approval of the Acquisition Proposal by HACI stockholders, HACI’s board of directors (i) concluded that the Acquisition and that the consideration to be paid in the Acquisition is fair to HACI and its stockholders, (ii) evaluated Resolute’s business and financial condition and prospects based on management’s due diligence review, (iii) considered various industry and financial data, including certain financial analyses and metrics compiled by HACI’s management and financial advisors in evaluating the consideration to be paid by HACI in the Acquisition and (iv) considered a wide variety of factors in connection with its evaluation of the Acquisition. See the sections entitled “The Acquisition — HACI’s Board of Director’s Reasons for the Approval of Acquisition” and “Risk Factors” for additional information.


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Interests of HACI’s Directors and Officers in the Acquisition
 
When you consider the recommendation of HACI’s board of directors in favor of approval of the Acquisition Proposal, you should keep in mind that certain of HACI’s directors and officers have interests in the Acquisition that are different from, or in addition to, your interests as a stockholder.
 
  •  If HACI does not complete the Acquisition or another business combination by September 28, 2009, HACI will be required to commence proceedings to dissolve and liquidate. In such event, the 13,800,000 Founder Units (each consisting of a Founder Share and Founder Warrant) held by the Initial Stockholders, including HACI’s independent directors, and 7,000,000 HACI warrants that were acquired by the Sponsor simultaneously with the consummation of the IPO, or the Sponsor Warrants, will be worthless because such holders have waived any rights to receive any liquidation proceeds with respect to these securities. Each of directors William H. Cunningham, William A. Montgomery, Brian Mulroney and William F. Quinn held Founder Shares and Founder Warrants with an aggregate market value (without taking into account any discount due to the restricted nature of such securities) of $           based on the closing sale prices of $           and $          , respectively, on the NYSE Amex on          , 2009, the record date.
 
  •  The 13,800,000 Founder Units and the 7,000,000 Sponsor Warrants were purchased for consideration of $25,000 and $7.0 million, respectively. HACI’s independent directors hold an aggregate of 276,000 Founder Units and the Sponsor, an entity in which the officers and non-independent directors of HACI hold a financial interest, holds 13,524,000 Founder Units, as well as the 7,000,000 Sponsor Warrants. In light of the amount of consideration paid, HACI’s directors and officers will likely benefit from the completion of the Acquisition even if the Acquisition causes the market price of HACI’s securities to significantly decrease. Even though 7,335,000 Founder Units and 4,600,000 Founder Warrants will be cancelled and 2,333,333 Sponsor Warrants will be sold to Seller in connection with the Acquisition, the likely benefit to HACI’s directors and officers may influence their motivation for promoting the Acquisition and/or soliciting proxies for the approval of the Acquisition Proposal.
 
  •  In connection with the IPO, HACI and the representative of the underwriters in the IPO entered into agreements with the Initial Stockholders pursuant to which the Initial Stockholders have agreed to vote:
 
  •  all of their Founder Shares in accordance with the majority of the votes cast with respect to the Acquisition Proposal by the Public Stockholders;
 
  •  any Public Shares acquired in or after the IPO in favor of the Acquisition Proposal; and
 
  •  all shares of HACI Common Stock held by them in favor of the Charter Amendment Proposal.
 
This voting arrangement does not apply to any proposal other than the Acquisition Proposal and the Charter Amendment Proposal. Approval of each of the Acquisition Proposal and the Charter Amendment Proposal requires the affirmative vote of a majority of the outstanding HACI Common Stock as of the record date. As of the record date of the special meeting of HACI stockholders, 13,800,000 Founder Shares, or 20% of the outstanding HACI Common Stock, would be voted in accordance with the majority of the votes cast by HACI Public Stockholders with respect to the Acquisition Proposal and 20% of the outstanding HACI Common Stock would be voted in favor of the Charter Amendment Proposal. If the Initial Stockholders or HACI’s officers and directors purchase Public Shares from existing HACI stockholders that are likely to vote against the Acquisition Proposal, or that are likely to elect to convert their Public Shares, the probability that the Acquisition Proposal will be approved would increase.
 
  •  After the completion of the Acquisition, HACI expects that Thomas O. Hicks, HACI’s founder and chairman of the board, or his designee, will become a member of the board of directors of the Company. As such, in the future he may receive cash compensation, board fees, stock options or stock awards if the Company’s board of directors so determines.
 
  •  If HACI dissolves and liquidates prior to the consummation of a business combination, Mr. Hicks has agreed that he will be liable to HACI if and to the extent any claims by a third party for services


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  rendered or products sold to HACI, or by a prospective target business, reduce the amounts in the trust account available for distribution to HACI stockholders in the event of a liquidation, except as to (x) any claims by a third party who executed a waiver (even if such waiver is subsequently found to be invalid and unenforceable) of any and all rights to seek access to the funds in the trust account, or (y) any claims under HACI’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. This agreement was entered into to reduce the risk that, in the event of HACI’s dissolution and liquidation, the trust account is reduced by claims of creditors. However, HACI cannot assure its stockholders that Mr. Hicks will be able to satisfy these indemnification obligations. If the Acquisition is completed, such obligations will terminate.
 
In addition, the exercise of HACI’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Acquisition may result in a conflict of interest when determining whether such changes or waivers are appropriate and in HACI Public Stockholders’ best interest.
 
Certain Other Interests in the Acquisition
 
In addition to the interests of HACI’s directors and officers in the Acquisition, certain individuals promoting the Acquisition and/or soliciting proxies on behalf of HACI have interests in the Acquisition that are different from, or in addition to, the interests of HACI stockholders and HACI warrantholders.
 
Citigroup Global Markets Inc., or Citi, the lead managing underwriter in the IPO, is assisting HACI’s directors and officers in connection with these efforts. In connection with the IPO, the underwriters agreed to defer fees equal to 1.0% of the gross proceeds from the sale of HACI units to the HACI Public Stockholders, or approximately $17.4 million (subsequently amended on August 2, 2009 to $5.5 million), until the consummation of HACI’s initial business combination. HACI will not pay the underwriters additional fees in connection with their efforts with respect to the IPO.
 
Actions That May Be Taken to Secure Approval of HACI Stockholders
 
At any time prior to the special meeting of HACI stockholders, during a period when they are not then aware of any material nonpublic information regarding HACI or its securities, the Company or its securities, the Initial Stockholders or HACI’s directors and officers, and/or their respective affiliates may negotiate arrangements to provide for the purchase of Public Shares from institutional and other investors, or execute agreements to purchase such shares from them in the future, or they or HACI may enter into transactions with such persons and others to provide them with incentives to acquire Public Shares or vote their shares in favor of the Acquisition Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the issued and outstanding HACI Common Stock vote to approve the Acquisition Proposal and that fewer than 30% of the Public Shares vote against the Acquisition Proposal and properly exercise their conversion rights where it appears that such requirements would otherwise not be met.
 
Purchases of shares by HACI or the persons described above would allow them to exert more influence over the approval of the Acquisition Proposal and other proposals and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it less likely that the holders of 30% or more of the Public Shares will vote against the Acquisition Proposal and properly exercise their conversion rights.
 
Conversion Rights
 
As a result of the proposed Acquisition, each Public Stockholder will have the right to convert its Public Shares into a pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to approximately $6.6 million on the trust account previously released to HACI to fund its working capital requirements) if the Acquisition Proposal is approved and completed. HACI expects that the conversion price will be less than the per unit


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initial public offering price of $10.00 per unit. The Initial Stockholders will not have conversion rights with respect to their Founder Shares.
 
HACI will not complete the Acquisition if HACI Public Stockholders owning 30% or more of the Public Shares vote against the Acquisition Proposal and properly exercise their conversion rights. Because the conversion price will likely be lower than the $10.00 per unit initial public offering price of the HACI units, and may be less than the market price of HACI Common Stock on the date of conversion, there may be a disincentive on the part of the HACI Public Stockholders to exercise their conversion rights.
 
A HACI Public Stockholder may request conversion at any time after the mailing of this proxy statement/prospectus and prior to the vote taken with respect to the Acquisition Proposal at the special meeting of HACI stockholders. Any request for conversion, once made, may be withdrawn at any time prior to the date of the special meeting of HACI stockholders. If a HACI Public Stockholder wishes to exercise its conversion rights, the stockholder must vote against the Acquisition Proposal, demand that HACI convert the Public Shares held by such stockholder into cash by marking the appropriate space on the proxy card and provide physical or electronic delivery of such stockholder’s stock certificates or shares, as appropriate, as described below, prior to the special meeting of HACI stockholders. If, notwithstanding the stockholder’s vote, the Acquisition is consummated and the stockholder follows the procedures required for conversion, then the stockholder will be entitled to receive a pro rata share of the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to approximately $6.6 million on the trust account, which interest income was previously released to HACI to fund its working capital requirements). A HACI Public Stockholder will not be able to transfer its shares following the approval of the Acquisition Proposal by HACI stockholders unless the Acquisition Agreement is terminated. A HACI Public Stockholder who exercises its conversion rights will exchange the Public Shares held by such stockholder for cash and will no longer own those shares of HACI Common Stock, although the stockholder will continue to have the right to exercise any warrants it still holds. If the Acquisition is not consummated, such stockholder’s shares will not be converted into cash and will be returned to the stockholder, even if such stockholder elected to convert.
 
HACI Public Stockholders who wish to request conversion must tender their shares to Continental Stock Transfer & Trust Company, the transfer agent for HACI, prior to the special meeting of HACI stockholders or deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System.
 
In order to physically deliver stock certificates, the HACI Public Stockholders must comply with the following steps. If the shares are held in street name, a HACI Public Stockholder must instruct its account executive, its bank or broker to withdraw the shares from the HACI Public Stockholder’s account and request that a physical certificate be issued in the HACI Public Stockholder’s name. No later than the day prior to the special Meeting of HACI stockholders, a HACI Public Stockholder must present a written instruction to the transfer agent that it wishes to convert its shares into a cash and confirm that the HACI Public Stockholder has held the shares since the record date and will not sell or transfer the shares prior to the closing of the Acquisition. Certificates that have not been tendered in accordance with these procedures by the day prior to the special meeting of HACI stockholders will not be converted into cash. In the event that a HACI Public Stockholder tenders its shares and decides prior to the special meeting of HACI stockholders that it does not want to convert its shares, the HACI Public Stockholder may withdraw its tender. In the event that a HACI Public Stockholder tenders shares and the Acquisition is not completed, these shares will not be converted into cash and the physical certificates representing the shares will be returned to the HACI Public Stockholder. See the section entitled “Special Meeting of HACI Warrantholders and Special Meeting in Lieu of 2009 Annual Meeting of HACI Stockholders — Conversion Rights” for additional information.
 
Appraisal Rights
 
Holders of HACI Common Stock will not be entitled to appraisal rights under the Delaware General Corporation Act in connection with the Acquisition.


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Opinion of Stephens Inc. to HACI Board of Directors
 
At a meeting of HACI’s board of directors on August 2, 2009, Stephens rendered its oral opinion, subsequently confirmed in writing, to the board of directors that, as of the date of the opinion, and based upon and subject to the various assumptions, methodologies, limitations and considerations described in such opinion, (i) the Acquisition Consideration (as defined in such opinion) to be paid by HACI and its stockholders in the Acquisition is fair to HACI and its stockholders from a financial point of view and (ii) the fair market value of Resolute is at least 80% of the Initial Amount (as defined in such opinion) held in the trust account, or the “Trust,” established by HACI for the benefit of its public stockholders in connection with its initial public offering. See “The Acquisition — Opinion of Stephens Inc. to HACI’s Board of Directors” for a summary of such opinion and a summary of the material financial analyses performed by Stephens in connection with rendering its opinion. The full text of the written opinion of Stephens which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex E to this proxy statement/prospectus. HACI’s stockholders are urged to read the opinion in its entirety.
 
See the section entitled “The Acquisition — Opinion of Stephens Inc. to HACI Board of Directors.”
 
Tax Considerations
 
The Company anticipates that the Merger will qualify as part of an exchange of property for stock constituting control of a corporation pursuant to Section 351(a) of the Code. Assuming that Section 351(a) of the Code applies to the Merger, except as described in “Material Federal Income Tax Consequences — Tax Consequences of the Merger,” (1) no gain or loss will be recognized on the exchange of the HACI Common Stock by any holder of HACI Common Stock for shares of Company Common Stock, (2) gain or loss should be recognized as a result of the exchange of Public Warrants in return for warrants exercisable for shares of Company Common Stock, (3) the tax basis of the Company Common Stock received by the holders of HACI Common Stock in the Merger should be the same as the adjusted tax basis of the HACI Common Stock surrendered in exchange therefor, (4) the holding period of the Company Common Stock received in the Merger by holders of HACI Common Stock will include the period during which such HACI Common Stock was held, (5) holders of warrants exercisable for shares of Company Common Stock will have an adjusted tax basis in such warrants equal to their fair market value as of the date of the Merger, and (6) the holding period of the warrants exercisable for shares of Company Common Stock received by Public Warrant holders will start on the day after the Merger.
 
U.S. holders and non-U.S. holders who elect conversion generally will recognize gain or loss upon conversion.
 
See the section entitled “Material U.S. Federal Income Tax Consequences” for a discussion of the tax aspects of the Merger and Conversion.
 
The tax consequences to holders of HACI Common Stock or Public Warrants will depend on their own particular situation. Accordingly, holders of HACI Common Stock or Public Warrants are urged to consult their tax advisors for a full understanding of the particular tax consequences to them.
 
Anticipated Accounting Treatment
 
The acquisition of Resolute by HACI will be accounted for as a purchase. The consideration for Resolute will include the fair value of 9,200,000 shares of Company Common Stock, 4,600,000 Company Founders Warrants, 2,333,333 Company Sponsors Warrants, and 1,385,000 Company Earnout Shares Stock plus the assumption of all outstanding debt and liabilities of Resolute in excess of the current assets acquired. The actual fair value of the total purchase consideration will vary with fluctuations in the price of HACI Common Stock and with the level of debt outstanding under Aneth’s credit facilities. Additionally, the actual purchase price allocation will not be known until after closing of the Acquisition and will be further impacted by fluctuations in the market price of crude oil and natural gas.


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Regulatory Matters
 
The Acquisition and the transactions contemplated by the Acquisition Agreement, are not subject to any additional federal or state regulatory requirements or approvals, except for the SEC declaring effective the Company’s registration statement of which this proxy statement/prospectus is a part, approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which we refer to as the HSR Act, and filings with the State of Delaware necessary to effectuate the Charter Amendment and the Merger.
 
Rescission Rights
 
A HACI Public Stockholder at the time of the closing of the Acquisition that purchased HACI units in the IPO and has not properly exercised its conversion rights with respect to such stockholder’s Public Shares may have securities law claims against HACI for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security) on the basis, for example, that the registration statement from the IPO, or the IPO prospectus, did not disclose that HACI may seek to amend its charter prior to the consummation of a business combination, that funds in the trust account might be used, directly or indirectly, to purchase Public Shares from holders who have indicated their intention to vote against the Acquisition Proposal and properly demanded that their Public Shares be converted into cash, that HACI may consummate a business combination with an entity engaged in the energy industry or that HACI may seek to amend the terms of the Warrant Agreement and exchange a portion of its outstanding Public Warrants for cash financed out of the trust account.
 
Such claims may entitle HACI Public Stockholders asserting them to up to $10.00 per share, based on the initial offering price of the HACI units sold in the IPO, less any amount received from the sale or fair market value of the original HACI warrants purchased as part of the HACI units, plus interest from the date of the IPO. In the case of HACI Public Stockholders, this amount may be more than the cash to which they are entitled upon exercise of their conversion rights or liquidation of HACI. See the section entitled “The Acquisition — Rescission Rights” for additional information about rescission rights.
 
Board of Directors of the Company
 
The Acquisition Agreement provides that effective immediately after the closing of the Acquisition, the board of directors of the Company will consist of nine members and divided into three separate classes. Three directors will be appointed as Class I directors and serve until the first annual meeting of the Company’s stockholders. Three directors will be appointed as Class II directors and will serve until the second annual meeting of the Company’s stockholders. Three directors will be appointed as Class III directors and will serve until the third annual meeting of the Company’s stockholders. See the section entitled “The Company Executive Officers, Directors, Executive Compensation and Corporate Governance” for additional information.
 
Comparison of Rights of Stockholders of HACI and the Company
 
HACI and the Company are incorporated under the laws of the State of Delaware. Upon consummation of the Acquisition, HACI stockholders will become stockholders of the Company. The Company’s amended and restated certificate of incorporation that will be in effect at the closing of the Acquisition, or the Company’s charter, differs from HACI’s charter. For a more complete description of the difference between the rights of the stockholders of HACI and the rights of stockholders of the Company, please refer to the section entitled “Comparison of Rights of Stockholders of HACI and the Company
 
The Stockholder Adjournment Proposal
 
If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting of HACI stockholders to permit HACI to elect the directors, effect the Charter Amendment, or consummate the Acquisition (because either the Acquisition Proposal is not approved by the affirmative vote of the holders of


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a majority of the issued and outstanding HACI Common Stock as of the record date or if holders of 30% or more of the Public Shares have indicated that they will vote against the Acquisition Proposal and properly exercise their conversion rights), the Stockholder Adjournment Proposal allows HACI’s board of directors to adjourn the special meeting of HACI stockholders to a later date or dates, if necessary, to permit further solicitation of proxies. See the section entitled “The Stockholder Adjournment Proposal” for additional information.
 
Recommendation to HACI Warrantholders
 
HACI’s board of directors believes that each of the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal, if necessary, to be presented at the special meeting of HACI warrantholders is fair to and in the best interest of HACI and its warrantholders and recommends that its warrantholders vote “FOR” each of the proposals.
 
Recommendation to HACI Stockholders
 
HACI’s board of directors believes that each of the Director Election Proposal, the Charter Amendment Proposal, the Acquisition Proposal and the Stockholder Adjournment Proposal, if necessary, to be presented at the special meeting of HACI stockholders is fair to, and in the best interests of, HACI and its stockholders and recommends that its stockholders vote “FOR” each of the proposals.
 
Date, Time and Place of Special Meeting of HACI Warrantholders and Special Meeting of HACI Stockholders
 
The special meeting of HACI warrantholders and the special meeting of HACI stockholders will be held at           am, Central Standard time, respectively, on          , 2009, at the offices of Akin Gump Strauss Hauer & Feld LLP at 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
 
Voting Power; Record Date
 
You will be entitled to vote or direct votes to be cast at the special meeting of HACI warrantholders or the special meeting of HACI stockholders, as the case may be, if you owned shares of HACI Common Stock or HACI warrants at the close of business on          , 2009, which is the record date for the special meeting of HACI warrantholders and the special meeting of HACI stockholders. You are entitled to one vote for each share of HACI Common Stock you owned and one vote for each share of HACI Common Stock underlying the HACI warrants you owned at the close of business on the record date. If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares or warrants you beneficially own are properly counted. The Public Warrants do not have voting rights other than with respect to the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal. As of the record date, there were 69,000,000 shares of HACI Common Stock outstanding, of which 55,200,000 are Public Shares and 13,800,000 are Founder Shares held by the Initial Stockholders. On the record date, there were 76,000,000 HACI warrants outstanding, of which 55,200,000 are Public Warrants, 13,800,000 are Founder Warrants held by the Initial Stockholders and 7,000,000 are Sponsor Warrants held by the Sponsor.
 
Required Vote for Warrantholder Proposals
 
Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the Public Warrants as of the record date.
 
Approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the outstanding HACI warrants represented in person or by proxy at the special meeting of HACI warrantholders and entitled to vote thereon as of the record date.


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Abstentions will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal and the Adjournment Proposal. Broker non-votes will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal and will have no effect on the Warrantholder Adjournment Proposal.
 
Quorum and Required Vote for Stockholder Proposals
 
A quorum of HACI stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of HACI stockholders if a majority of the HACI Common Stock outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.
 
Election of the director nominees requires a plurality of all votes cast, in person or by proxy. Abstentions and broker non-votes will have no effect on the election of directors.
 
Approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of HACI Common Stock entitled to vote thereon as of the record date.
 
Approval of the Acquisition Proposal requires the affirmative vote of a majority of the issued and outstanding HACI Common Stock entitled to vote thereon as of the record date. In addition, the Acquisition will not be consummated if holders of 30% or more of the Public Shares (16,560,000 shares or more) vote against the Acquisition Proposal and properly exercise their conversion rights. Please note that you cannot seek conversion of your Public Shares unless you vote against the Acquisition Proposal.
 
Approval of the Stockholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of HACI Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting.
 
Abstentions are considered present for purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Charter Amendment Proposal, the Acquisition Proposal and the Stockholder Adjournment Proposal. Broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and the Acquisition Proposal and will have no effect on the remaining proposals presented to the stockholders.
 
Proxies
 
Proxies may be solicited by mail, telephone or in person.
 
If you grant a proxy, you may still vote your shares or warrants, as the case may be, in person if you revoke your proxy before the special meeting of HACI stockholders or special meeting of HACI warrantholders. You may also change your vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of HACI Warrantholders and Special Meeting in Lieu of 2009 Annual Meeting of HACI Stockholders — Revoking Your Proxy.
 
Vote of the Initial Stockholders
 
As of the record date for the special meeting of HACI stockholders, the Initial Stockholders owned an aggregate of approximately 20% of the outstanding shares of HACI Common Stock, consisting of 13,800,000 Founder Shares that were acquired prior to the IPO.
 
In connection with the IPO, HACI and the representative of the underwriters in the IPO entered into agreements with the Initial Stockholders pursuant to which the Initial Stockholders agreed to vote:
 
  •  all of their Founder Shares in accordance with the majority of the votes cast with respect to the Acquisition Proposal by the Public Stockholders;
 
  •  any Public Shares acquired in or after the IPO in favor of the Acquisition Proposal; and
 
  •  all shares of HACI Common Stock held by them in favor of the Charter Amendment Proposal.


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This voting arrangement does not apply to any proposal other than the Acquisition Proposal and the Charter Amendment Proposal. Approval of each of the Acquisition Proposal and the Charter Amendment Proposal requires the affirmative vote of a majority of the outstanding HACI Common Stock. If the Initial Stockholders or HACI’s officers and directors purchase Public Shares from existing HACI Public Stockholders that are likely to vote against the Acquisition Proposal or that are likely to elect to exercise their conversion rights, the probability that the Acquisition Proposal will be approved would increase.
 
Description of Securities of the Company
 
Company Common Stock
 
Holders of Company Common Stock will have voting rights and dividend participation rights, except in the case of the Company Earnout Shares, which are subject to forfeiture and will not have dividend rights unless certain post-closing Company Common Stock trading price targets are met.
 
Warrants
 
Company Warrants
 
Each Company warrant will entitle the holder to purchase one share of Company Common Stock at a price of $13.00 per share, subject to adjustment, at any time commencing on the closing of the Acquisition and continuing for a period that ends five years from the closing of the Acquisition. However, the warrants will be exercisable only if a registration statement relating to the Company Common Stock issuable upon exercise of the warrants is effective and current. At any time while the warrants are exercisable and an effective registration statement covering the shares of Company Common Stock issuable upon exercise of the warrants is available and current throughout the 30-day redemption period, the Company may call the outstanding warrants (except as described below with respect to the Company Founders Warrants and the Company Sponsors Warrants) for redemption:
 
  •  in whole and not in part;
 
  •  at a price of $.01 per warrant;
 
  •  upon a minimum of 30 days’ prior written notice of redemption to each warrantholder; and
 
  •  if, and only if, the reported last sale price of Company Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third business day prior to the notice of redemption to warrantholders.
 
Company Founders Warrants
 
The terms of the Company Founders Warrants will be identical to the terms of the Company warrants except that the Company Founders Warrants:
 
  •  other than Company Founders Warrants held by Seller, may not be sold or transferred except to permitted transferees until 180 days after the closing of the Acquisition;
 
  •  will not be redeemable by the Company so long as they are held by the Initial Stockholders, Seller or their permitted transferees;
 
  •  may not be exercised unless and until the last sale price of Company Common Stock exceeds $13.75 for any 20 days within any 30 trading-day-period beginning 90 days after the closing of the Acquisition; and
 
  •  may be exercised at the option of the holder on a cashless basis.


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Company Sponsors Warrants
 
The terms of the Company Sponsors Warrants will be identical to the terms of the Company warrants except that the Company Sponsors Warrants:
 
  •  other than Company Sponsors Warrants held by Seller, may not be sold or transferred except to permitted transferees until 180 days after the closing of the Acquisition;
 
  •  will not be redeemable by the Company so long as they are held by the Sponsor, Seller or their permitted transferees; and
 
  •  may be exercised at the option of the holder on a cashless basis.
 
Price Range of HACI Securities
 
The following table sets forth the high and low sale prices for the HACI units, HACI common stock and HACI warrants, respectively, on the NYSE Amex LLC, or the NYSE Amex, on July 31, 2009, the trading day prior to HACI’s announcement of the Acquisition.
 
                 
    High     Low  
 
Units
  $ 9.62     $ 9.62  
Common Stock
  $ 9.67     $ 9.65  
Warrants
  $ 0.03     $ 0.03  
 
Risk Factors
 
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”


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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL
INFORMATION OF RESOLUTE AND THE COMPANY.
 
The following table presents summary historical financial data of Resolute Natural Resources Company, LLC, WYNR, LLC, BWNR, LLC, RNRC Holdings, Inc., Resolute Aneth, LLC and Resolute Wyoming, Inc., each of which are subsidiaries of Seller and are collectively referred to in this prospectus as “Resolute” or the “Companies,” and unaudited summary pro forma financial data of Resolute Energy Corporation. Also, included in the following table is Adjusted EBITDA, which is a financial measure not calculated in accordance with generally accepted accounting principles, or GAAP. Please read “— Non-GAAP Financial Measures.”
 
The summary historical and unaudited pro forma financial data have been prepared on the following basis:
 
  •  the historical combined financial information of Resolute for the years ended December 31, 2006, 2007 and 2008 have been derived from the audited financial statements of Resolute; and
 
  •  the historical combined financial information of Resolute as of and for the three months ended March 31, 2008 and 2009, have been derived from the unaudited historical combined financial statements of Resolute.
 
  •  The summary unaudited pro forma financial data for the year ended December 31, 2008, and as of and for the three months ended March 31, 2009, are derived from the unaudited pro forma financial statements of the Company. The unaudited pro forma financial information has been derived by the application of pro forma adjustments to the historical consolidated and combined financial statements of HACI and Resolute to reflect the Acquisition, including the IPO reorganization. The unaudited pro forma consolidated balance sheet as of March 31, 2009, or the pro forma balance sheet, gives effect to the Acquisition as if it had occurred on March 31, 2009. The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2009 and the year ended December 31, 2008, or the pro forma statements of operations, give effect to the Acquisition as if it had occurred on January 1, 2008 and has been prepared assuming the level of approval of the Acquisition by HACI Public Stockholders will occur at the maximum conversion, which assumes HACI Public Stockholders owning 30% less one share of the HACI Common Stock issued in HACI’s initial public offering seek conversion.
 
The summary pro forma financial data should not be considered as indicative of the historical results the Company would have had or the results the Company will have after the Acquisition. You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the historical combined financial statements of Resolute and notes thereto, and the unaudited pro forma consolidated financial statements of the Company and notes thereto. Among other things, the historical and pro forma consolidated financial statements include more detailed information regarding the basis of presentation for the following information. In addition, the pro forma financial information does not include the estimated $3.0 million of annual incremental general and administrative expenses that Resolute expects to incur as a result of being a publicly traded company.
 
The following is presented in thousands, except per share data:
 
                                                         
    Resolute     Pro Forma  
                                        Three
 
                                        Months
 
                      Three Months
    Year Ended
    Ended
 
    Year Ended December 31,     Ended March 31,     December 31,     March 31,  
    2006(1)     2007     2008     2008     2009     2008     2009  
 
Statements of Operations Data:
                                                       
Revenue:
                                                       
Oil
  $ 108,441     $ 148,431     $ 193,535     $ 49,371     $ 18,305     $ 193,535     $ 18,305  
Gas
    18,203       19,592       29,376       6,618       3,324       29,376       3,324  
Other
    3,834       5,320       6,261       1,425       859       6,261       859  
                                                         
Total revenue
    130,478       173,343       229,172       57,414       22,488       229,172       22,488  
                                                         


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    Resolute     Pro Forma  
                                        Three
 
                                        Months
 
                      Three Months
    Year Ended
    Ended
 
    Year Ended December 31,     Ended March 31,     December 31,     March 31,  
    2006(1)     2007     2008     2008     2009     2008     2009  
 
Operating expenses:
                                                       
Lease operating
    54,640       66,731       85,990       19,288       16,295       87,382       16,556  
Depletion, depreciation, amortization, and asset retirement obligation accretion
    16,657       27,790       50,335       10,061       8,210       64,309       11,288  
Impairment of proved properties(3)
                245,027             13,295       245,027       13,295  
Write off of deferred acquisition costs
                                        3,500  
General and administrative(2)
    6,130       40,273       20,211       2,283       2,130       20,211       2,130  
                                                         
Total operating expenses
    77,427       134,794       401,563       31,632       39,930       416,929       46,769  
                                                         
Income (loss) from operations
    53,051       38,549       (172,391 )     25,782       (17,442 )     (187,757 )     (24,281 )
                                                         
Other income (expense):
                                                       
Interest expense
    (22,293 )     (35,898 )     (33,139 )     (8,606 )     (6,248 )     (4,180 )     (425 )
Gain (loss) on derivative instruments
    14,557       (106,228 )     96,032       (30,822 )     9,860       96,032       9,860  
Other income
    727       905       832       526       40       664       (4 )
                                                         
Total other income (expense)
    (7,009 )     (141,221 )     63,725       (38,902 )     3,652       92,516       9,431  
                                                         
Income (loss) before income taxes
    46,042       (102,672 )     (108,666 )     (13,120 )     (13,790 )     (95,241 )     (14,850 )
Income tax benefit (expense)
    (3,312 )     (1,740 )     18,247       65       (9,807 )     33,334       5,198  
                                                         
Net income (loss)
    42,730       (104,412 )     (90,419 )     (13,055 )     (23,597 )     (61,907 )     (9,652 )
                                                         
Less: (Income) loss attributable to the noncontrolling interest
    (715 )     (409 )     177       24             177        
                                                         
Net income (loss) attributable to Resolute
  $ 42,015     $ (104,821 )   $ (90,242 )   $ (13,031 )   $ (23,597 )   $ (61,730 )   $ (9,652 )
                                                         
Net income (loss) per share
                                          $ (1.18 )   $ (0.18 )
Other Financial Data (unaudited):
                                                       
Adjusted EBITDA
  $ 69,721     $ 96,671     $ 109,604     $ 28,113     $ 15,293     $ 108,044     $ 11,488  
Balance Sheet Data (at period end):
                                                       
Working capital
  $ 543     $ (35,578 )   $ (12,652 )   $ (40,021 )   $ (429,152 )           $ (11,827 )
Total assets
    488,493       601,123       360,847       609,811       324,902               589,103  
Current portion of long term debt
    250       250             250       418,120                
Long term debt
    332,063       458,863       421,150       458,300                     73,612  
Shareholder’s/Member’s equity (deficit)(4)
    94,232       (74,147 )     145,669       (89,322 )     (168,306 )             439,351  
Cash Flow Data:
                                                       
Net cash provided by (used in):
                                                       
Operating activities
  $ 42,822     $ 73,789     $ 97,379     $ 25,031     $ 5,408                  
Investing activities
    (269,336 )     (97,596 )     (61,021 )     (13,281 )     (4,076 )                
Financing activities
    231,635       22,089       (41,512 )     (1,056 )     (3,032 )                
 
 
(1) Includes the results of operations of the ExxonMobil Properties for the period beginning on the date of acquisition, April 14, 2006.
 
(2) During the year ended December 31, 2007, general and administrative expense included a non-cash charge to compensation expense of $34.5 million associated with equity-based compensation recognized during the period. This non-cash charge relates to incentive compensation provisions in the operating agreement between Natural Gas Partners and management. In June 2007, Resolute Holdings made a $100.0 million cash distribution to its members that met a financial requirement for a portion of management’s incentive compensation units to vest, triggering this compensation expense. Please read “Note 6 — Shareholder’s/Member’s Equity and Equity Based Awards” to the audited combined financial statements of Resolute. An additional $0.3 million non-cash charge was allocated to lease operating expense related to the same equity-based compensation.
 
(3) As a result of Resolute’s analysis of the full cost ceiling test related to the limitation on capitalized costs, Resolute included a provision for an impairment of oil and gas property costs of $245.0 and $13.3 million for the year ended December 31, 2008 and the three month period ended March 31, 2009, respectively.
 
(4) In June 2007, Resolute Holdings made a $100.0 million cash distribution to its members. This distribution represented a return on equity and consequently is reflected in Resolute’s combined financial statements by a similar reduction to its Shareholder’s/Member’s equity (deficit) as of December 31, 2007.

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Non-GAAP Financial Measures
 
Included in this proxy statement/prospectus is the non-GAAP financial measure Adjusted EBITDA. This non-GAAP financial measure provides a reconciliation of it to its most directly comparable financial measures as calculated and presented in accordance with GAAP.
 
Adjusted EBITDA.  Adjusted EBITDA (a non-GAAP measure) is defined as net income plus net interest expense, income taxes, depletion, depreciation and amortization, impairment expense, accretion of asset retirement obligation, change in fair value of derivative instruments, expiration of puts, non-cash equity-based compensation expense and noncontrolling interest. This definition is consistent with the definition of EBITDA in Resolute’s existing credit agreements. Adjusted EBITDA is also a financial measure that Resolute expects will be reported to its lenders and used as a gauge for compliance with some of the anticipated financial covenants under its amended revolving credit facility.
 
Adjusted EBITDA is used as a supplemental liquidity or performance measure by Resolute’s management and by external users of its financial statements such as investors, commercial banks, research analysts and others, to assess:
 
  •  the ability of Resolute’s assets to generate cash sufficient to pay interest costs;
 
  •  the financial metrics that support Resolute’s indebtedness;
 
  •  Resolute’s ability to finance capital expenditures;
 
  •  financial performance of the assets without regard to financing methods, capital structure or historical cost basis;
 
  •  Resolute’s operating performance and return on capital as compared to those of other companies in the exploration and production industry, without regard to financing methods or capital structure; and
 
  •  the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.
 
Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. Because Resolute has borrowed money to finance its operations, interest expense is a necessary element of its costs and its ability to generate gross margins. Because Resolute uses capital assets, depletion, depreciation and amortization are also necessary elements of its costs. Therefore, any measures that exclude these elements have material limitations. To compensate for these limitations, Resolute believes that it is important to consider both net income and net cash provided by operating activities determined under GAAP, as well as Adjusted EBITDA, to evaluate its financial performance and liquidity. Adjusted EBITDA excludes some, but not all, items that affect net income, operating income and net cash provided by operating activities and these measures may vary among companies. Resolute’s Adjusted EBITDA may not be comparable to Adjusted EBITDA or EBITDA of any other company because other entities may not calculate these measures in the same manner.


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The following table provides a reconciliation of Adjusted EBITDA to net income (loss) and net cash provided by (used in) operating activities (in thousands).
 
                                                         
    Resolute     Pro Forma Resolute  
                      Three
 
                Year
    Months
 
          Three Months
    Ended
    Ended
 
    Year Ended December 31,     Ended March 31,     December 31,     March 31,  
    2006     2007     2008     2008     2009     2008     2009  
 
                                                         
Net income (loss)
  $ 42,730     $ (104,412 )   $ (90,419 )   $ (13,055 )   $ (23,597 )   $ (61,907 )   $ (9,652 )
                                                         
Non-cash change in fair value of derivatives
    (15,085 )     101,495       (120,573 )     21,765       461       (120,573 )     461  
                                                         
Depletion, depreciation, amortization and accretion
    16,657       27,790       50,335       10,061       8,210       64,309       11,288  
                                                         
Interest expense
    22,293       35,898       33,139       8,606       6,248       4,180       425  
                                                         
Impairment of proved properties
                245,027             13,295       245,027       13,295  
                                                         
Income taxes
    3,312       1,740       (18,247 )     (65 )     9,807       (33,334 )     (5,198 )
                                                         
Non-cash equity-based compensation expense
          34,533       7,878       907       960       7,878       960  
                                                         
Other
    (185 )     (373 )     2,464       (106 )     (91 )     2,464       (91 )
                                                         
                                                         
EBITDA
  $ 69,721     $ 96,671     $ 109,604     $ 28,113     $ 15,293     $ 108,044     $ 11,488  
                                                         
                                                         
Less:
                                                       
                                                         
Cash interest expense
    21,628       34,942       30,658       8,368       5,726                  
                                                         
Income taxes
                      18                        
                                                         
Change in operating assets and liabilities
    5,271       (12,246 )     (14,726 )     (5,368 )     4,144                  
                                                         
Other(1)
          186       (3,707 )     64       15                  
                                                         
                                                         
Net cash provided by (used in) operating activities
  $ 42,822     $ 73,789     $ 97,379     $ 25,031     $ 5,408                  
                                                         
                                                         
Net cash provided by (used in) investing activities
    (269,336 )     (97,596 )     (61,021 )     (13,281 )     (4,076 )                
                                                         
                                                         
Net cash provided by (used in) financing activities
    231,635       22,089       (41,512 )     (1,056 )     (3,032 )                
                                                         
 
 
(1) As more fully described in Note 3 — Acquisitions, in Resolute’s combined financial statements for the year ended December 31, 2008, Resolute acquired Primary Natural Resources Inc. The 2008 amount reflected in “Other” is the non-cash portion of the purchase price allocation related to the associated deferred tax liability.
 
Summary Historical Operating and Reserve Data
 
The following table shows operating data for the periods indicated. You should refer to “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Resolute,” “Resolute’s Business — Estimated Net Proved Reserves” and “Resolute’s Business — Production and Price History” in evaluating the data presented below and the data presented in the table on the following page.
 
                                         
    Resolute  
          Three Months
 
    Year Ended December 31,     Ended March 31,  
    2006     2007     2008     2008     2009  
 
                                         
Production Sales Data:
                                       
                                         
Oil (MBbl)
    1,705       2,127       2,049       522       497  
                                         
Gas and natural gas liquids (MMcfe)(4)
    3,587       3,800       4,645       900       1,172  
                                         
Equivalent volumes (MBoe)
    2,303       2,760       2,823       672       692  
                                         
Daily equivalent volumes (Boe/d)
    6,310       7,561       7,712       7,385       7,693  
                                         
Average Realized Prices (including hedges):
                                       
                                         
Oil ($/Bbl)
  $ 63.58     $ 69.80     $ 94.47     $ 94.56     $ 36.83  
                                         
Gas and natural gas liquids ($/Mcfe)
    6.12       6.45       7.59       8.83       3.34  
                                         
Other Operating Data:
                                       
                                         
Lease operating expense ($/Boe)
  $ 19.75     $ 19.92     $ 24.75     $ 22.80     $ 21.39  
                                         
Production tax expense ($/Boe)
    3.98       4.26       5.71       5.90       2.15  


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The following table presents Resolute’s estimated net proved oil and gas reserves and the standardized measure and has been prepared on the following basis:
 
  •  for the years ended December 31, 2006 and 2007 the estimated net proved oil and gas reserves and standardized measure reflects the Aneth Field Properties
 
  •  for the year ended December 31, 2008 the estimated net proved oil and gas reserves and standardized measure reflects the Aneth Field Properties and the Wyoming Properties
 
The data as of December 31, 2006, 2007 and 2008 are based on reports prepared by Resolute and audited by Netherland, Sewell & Associates, Inc., independent petroleum engineers. The standardized measure values shown in the table are not intended to represent the current market value of Resolute’s estimated net proved oil and gas reserves. The estimates of net proved reserves have not been filed with or included in reports to any federal authority or agency other than the SEC.
 
In accordance with SEC and FASB requirements, Resolute’s estimated net proved reserves and standardized measure were determined using end of the period prices for oil and gas that were realized as of the date set forth below. The reserves estimates utilized year-end NYMEX posted prices for oil for the dates presented, NYMEX Henry Hub posted prices for gas as of December 31, 2006, 2007 and 2008, as shown below, but in each case as adjusted for location differentials as of the effective date of the report, as well as plant fees and Btu content.
 
                         
    As of December 31,  
    2006     2007     2008  
 
Estimated net proved reserves:
                       
Oil (MBbl)
    78,357       74,453       44,734  
Gas (MMcf)
    1,891       1,766       17,782  
NGL (MBbl)
                1,636  
Total (MBoe)
    78,672       74,747       49,334  
Proved developed reserves as a percentage of total proved reserves
    42 %     51 %     64 %
Standardized measure ($ in millions)
    993       1,518       247  
 
                         
    As of December 31,  
    2006     2007     2008  
 
Oil and gas prices:
                       
Oil ($/Bbl)
  $ 61.05     $ 95.98     $ 44.60  
Gas ($/MMBtu)
    5.63       6.59       5.24  


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PRICE RANGE OF SECURITIES AND DIVIDENDS
 
HACI
 
Price Range of HACI Securities
 
HACI units, which consist of one share of HACI Common Stock and one HACI warrant, have traded on the NYSE Amex under the symbol “TOH.U” since October 3, 2007, the date of HACI’s initial public offering, or the IPO. HACI Common Stock has traded separately on the NYSE Amex under the symbol “TOH” since October 8, 2007. HACI warrants have traded separately on the NYSE Amex under the symbol “TOH.WS” since October 8, 2007. Each HACI warrant entitles the holder to purchase from HACI one share of HACI Common Stock at an exercise price of $7.50 upon the later of the completion of an initial business combination and September 28, 2008. The HACI warrants will expire on September 28, 2011, or earlier upon redemption.
 
On July 31, 2009, the last trading day before the public announcement of the Acquisition, the last sales price per security of the HACI units, HACI Common Stock and HACI warrants were $9.62, $9.67 and $0.03, respectively, in each case on the NYSE Amex. On          , 2009, the latest practicable date before the date of this proxy statement/prospectus, the last sales price per share of the HACI units, HACI Common Stock and HACI warrants were $          , $          , and $          , respectively, in each case on the NYSE Amex.
 
The following tables set forth, for the calendar quarter indicated, the quarterly high and low sale prices for the HACI units, HACI Common Stock and HACI warrants, respectively, as reported on the NYSE Amex. None of the Company’s equity securities are publicly traded, and as a result, no market information related to such equity securities is available.
 
Units
 
                 
Quarter Ended
  High     Low  
 
September 30, 2009(1)
  $ 9.62     $ 9.57  
June 30, 2009
  $ 9.62     $ 9.44  
March 31, 2009
  $ 9.51     $ 9.06  
December 31, 2008
  $ 9.40     $ 8.75  
September 30, 2008
  $ 9.87     $ 9.24  
June 30, 2008
  $ 10.10     $ 9.47  
March 31, 2008
  $ 10.02     $ 9.57  
December 31, 2007(2)
  $ 10.07     $ 9.76  
 
 
(1) Represents the high and low sales prices for HACI units for the quarter as of July 31, 2009.
 
(2) Represents the high and low sales prices for HACI units from October 3, 2007, the date of the IPO, through December 31, 2007
 
Common Stock
 
                 
Quarter Ended
  High     Low  
 
September 30, 2009(1)
  $ 9.67     $ 9.57  
June 30, 2009
  $ 9.60     $ 9.40  
March 31, 2009
  $ 9.44     $ 9.14  
December 31, 2008
  $ 9.15     $ 8.64  
September 30, 2008
  $ 9.40     $ 8.89  
June 30, 2008
  $ 9.33     $ 9.07  
March 31, 2008
  $ 9.22     $ 9.00  
December 31, 2007(2)
  $ 9.87     $ 8.94  


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(1) Represents the high and low sales prices for HACI Common Stock for the quarter as of July 31, 2009.
 
(2) Represents the high and low sale prices for HACI Common Stock from October 8, 2007, the date that HACI Common Stock first became separately tradable, through December 31, 2007.
 
Warrants
 
                 
Quarter Ended
  High     Low  
 
September 30, 2009(1)
  $ 0.06     $ 0.02  
June 30, 2009
  $ 0.11     $ 0.04  
March 31, 2009
  $ 0.13     $ 0.01  
December 31, 2008
  $ 0.30     $ 0.03  
September 30, 2008
  $ 0.57     $ 0.20  
June 30, 2008
  $ 0.80     $ 0.50  
March 31, 2008
  $ 0.90     $ 0.52  
December 31, 2007(2)
  $ 1.06     $ 0.85  
 
 
(1) Represents the high and low sales prices for HACI warrants for the quarter as of July 31, 2009.
 
(2) Represents the high and low sale prices for HACI warrants from October 8, 2007, the date that HACI warrants first became separately tradable, through December 31, 2007.
 
Security Holders
 
On the record date, there were approximately           record holders of HACI Common Stock. HACI believes that the number of beneficial owners may be greater than the number of record holders because a portion of HACI Common Stock is held of record through brokerage firms in “street name.” Seller currently, before consummation of the Acquisition, holds all of the equity interests of the Company.
 
As of the record date, there was only one holder of Company Common Stock.
 
Dividends and Other Distributions
 
To date, HACI has not paid any dividends on HACI Common Stock. The Company has not paid any dividends on Company Common Stock and does not anticipate paying any dividends in the near future. Any decision to pay dividends in the future will be at the discretion of the Company’s board of directors and will depend upon operations, cash requirements, legal restrictions and other factors, deemed relevant by the board of directors.
 
Resolute Holdings, LLC made distributions (including tax distributions) to its members aggregating $100,000,000 and $6,036 for the years ended December 31, 2007 and December 31, 2008, respectively, and $44,627 for the six months ended June 30, 2009.


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RISK FACTORS
 
You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making a decision on the Acquisition or the other proposals presented. As a stockholder of the Company following the consummation of the Acquisition, you will be subject to all risks inherent in the business of Resolute. The market value of your shares will reflect the performance of the business relative to, among other things, that of the competitors of Resolute and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in this proxy statement/prospectus.
 
Risks Related to Resolute’s Business, Operations and Industry
 
The risk factors set forth below are not the only risks that may affect Resolute’s business. Resolute’s business could also be affected by additional risks not currently known to it or that it currently deems to be immaterial. If any of the following risks were actually to occur, Resolute’s business, financial condition or results of operations could be materially adversely affected.
 
The current financial crisis may have impacts on Resolute’s business and financial condition that Resolute cannot predict.
 
The continued credit crisis and turmoil in the global financial system may continue to have an impact on Resolute’s business and financial condition, and Resolute may continue to face challenges if conditions in the financial markets do not improve. Although Resolute believes it has developed an operating and capital budget for 2009 and 2010 that, assuming Resolute is successful in meeting its obligations under its amended credit facility, will allow Resolute to fund its business with anticipated internally generated cash flow, cash resources and other sources of liquidity. Resolute’s ability to access the capital markets has been restricted as a result of this crisis and may be restricted in the future when Resolute would like, or need, to raise capital. The financial crisis may also limit the number of prospects for Resolute’s development and acquisition, or make such transactions uneconomic or difficult to consummate, and make it more difficult for Resolute to develop its reserves. The economic situation could also adversely affect the collectability of Resolute’s trade receivables and cause Resolute’s commodity hedging arrangements, if any, to be ineffective if Resolute’s counterparties are unable to perform their obligations or seek bankruptcy protection. It may also adversely impact any of Resolute’s partners’ ability to fulfill their obligations under operating agreements and Resolute may be required to fund these expenditures from other sources or reduce Resolute’s planned activities. Additionally, the current economic situation could lead to further reduced demand for, or lower and continued volatility in prices of, oil and gas, or both, which would have a negative impact on Resolute’s revenues.
 
Inadequate liquidity could materially and adversely affect Resolute’s business operations in the future.
 
Resolute’s efforts to maintain its liquidity position after the consummation of the Acquisition will be very challenging given the current economic conditions and its ability to generate cash flow, which depends upon numerous factors related to its business that may be beyond its control, including:
 
  •  the amount of oil and gas it produces;
 
  •  the price at which it sells its oil and gas production and the costs it incurs to market its production;
 
  •  the effectiveness of its commodity price hedging strategy;
 
  •  the development of proved undeveloped properties and the success of its enhanced oil recovery activities;
 
  •  the level of its operating and general and administrative costs;
 
  •  its ability to replace produced reserves;
 
  •  prevailing economic conditions;


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  •  government regulation and taxation;
 
  •  the level of its capital expenditures to implement its development projects and make acquisitions of additional reserves;
 
  •  its ability to borrow under its amended revolving credit facility;
 
  •  its debt service requirements that will be contained in its revolving credit facility or future debt agreements;
 
  •  fluctuations in its working capital needs; and
 
  •  timing and collectability of receivables.
 
Resolute’s planned operations, as well as replacement of its production and reserves, will require additional capital that may not be available, especially if current market conditions persist.
 
Resolute’s business is capital intensive, and requires substantial expenditures to maintain currently producing wells, to make the acquisitions of additional reserves and/or conduct its exploitation and development program necessary to replace its reserves, to pay expenses and to satisfy its other obligations, which will require cash flow from operations, additional borrowings or the proceeds from the issuance of additional equity, or some combination thereof, which may not be available to Resolute. Following the Acquisition, Resolute intends to accelerate certain capital projects so that, based on current commodities prices, Resolute does not expect to be able to finance its planned capital expenditures in 2009 and 2010 solely with cash flow from operations. That fact makes Resolute dependent on external financing, including borrowings under its revolving credit facility, to a greater degree than many of its competitors.
 
For example, Resolute expects to spend an additional $227.8 million of capital expenditures over the next 20 years (including CO2 purchases) to implement and complete its proved developed non-producing and proved undeveloped CO2 flood projects. Resolute expects to incur approximately $99.3 million of these future capital expenditures from 2009 through 2011 based on its year-end 2008 SEC case reserve report. To the extent Resolute’s production and reserves decline faster than it anticipates, Resolute will require a greater amount of capital to maintain its production. Resolute’s ability to obtain bank financing or to access the capital markets for future equity or debt offerings may be limited by its financial condition at the time of any such financing or offering, the covenants in its revolving credit facility or future debt agreements, adverse market conditions or other contingencies and uncertainties that are beyond its control. Resolute’s failure to obtain the funds necessary for future exploitation, development and acquisition activities could materially affect its business, results of operations and financial condition. Even if Resolute is successful in obtaining the necessary funds, the terms of such financings could limit certain activities and its ability to pay dividends. In addition, incurring additional debt may significantly increase Resolute’s interest expense and financial leverage, and issuing additional equity may result in significant equity holder dilution.
 
A significant part of Resolute’s development plan involves the implementation of its CO2 projects. The supply of CO2 and efficacy of the planned projects is uncertain, and other resources may not be available or may be more expensive than expected, which could adversely impact production, revenue and earnings, and may require a write-down of reserves.
 
Producing oil and gas reservoirs are depleting assets generally characterized by declining production rates that vary depending upon factors such as reservoir characteristics. A significant part of Resolute’s business strategy depends on its ability to successfully implement CO2 floods and other development projects it has planned for its Aneth Field Properties in order to counter the natural decline in production from the field. As of December 31, 2008, approximately 65% of Resolute’s estimated net proved reserves were classified as proved developed non-producing and proved undeveloped, meaning Resolute must undertake additional development activities before it can produce those reserves. These development activities involve numerous risks, including insufficient quantities of CO2, project execution risks and cost overruns, insufficient capital to allocate to these projects, and inability to obtain equipment and materials that are necessary to successfully implement these projects.


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A critical part of Resolute’s development strategy depends upon its ability to purchase CO2. Resolute currently has entered into contracts to purchase CO2 from two suppliers, ExxonMobil Gas & Power Marketing Company and Kinder Morgan CO2 Company, L.P. The contract with ExxonMobil Gas & Power Marketing expires in 2010; the contract with Kinder Morgan CO2 Company, L.P. expires in 2016. All of the CO2 Resolute has under contract comes from the McElmo Dome CO2 field. If Resolute is unable to purchase sufficient CO2 under either of its existing contracts, either because Resolute’s suppliers are unable or are unwilling to supply the contracted volumes, Resolute would have to purchase CO2 from other owners of CO2 in the McElmo Dome field or elsewhere. In such an event, Resolute may not be able to locate substitute supplies of CO2 at acceptable prices or at all. In addition, certain suppliers of CO2, such as Kinder Morgan, use CO2 in their own tertiary recovery projects. As a result, if Resolute needs to purchase additional volumes of CO2, these suppliers may not be willing to sell a portion of their supply of CO2 to Resolute if their own demand for CO2 exceeds their supply. Additionally, even if adequate supplies are available for delivery from the McElmo Dome field, Resolute could experience temporary or permanent shut-ins of Resolute’s pipeline that delivers CO2 from that field to its Aneth Field Properties. If Resolute is unable to obtain the CO2 it requires and is unable to undertake its development projects or if Resolute’s development projects are significantly delayed, Resolute’s recoverable reserves may not be as much as it currently anticipates, it will not realize its expected incremental production, and its expected decline in the rate of production from its Aneth Field Properties will be accelerated. For more information about Resolute’s CO2 development program, please read “Resolute’s Business — Planned Operating and Development Activities.”
 
In addition, Resolute’s estimate of future development costs, including with respect to its planned CO2 development projects, is based on Resolute’s current expectation of prices and other costs of CO2, equipment and personnel Resolute will need in the future to implement such projects. Resolute’s actual future development costs may be significantly higher than Resolute estimates, and delays in executing its development projects could result in higher labor and other costs associated with these projects. If costs become too high, Resolute’s future development projects may not be economical and Resolute may be forced to abandon its development projects.
 
Furthermore, the results Resolute obtains from its CO2 flood projects may not be the same as it expected when preparing its estimate of net proved reserves. Lower than expected production results or delays in when Resolute first realizes additional production as a result of its CO2 flood projects will reduce the value of its reserves, which could reduce its ability to incur indebtedness, require Resolute to use cash to repay indebtedness, and require Resolute to write-down the value of its reserves. Therefore, Resolute’s future reserves, production and future cash flow are highly dependent on Resolute’s success in efficiently developing and exploiting its current estimated net proved undeveloped reserves.
 
Resolute’s oil production from its Aneth Field Properties is presently connected by pipeline to only one customer, and such sales are dependent on gathering systems and transportation facilities that Resolute does not control. With only one pipeline connected customer, or when these facilities or systems are unavailable, Resolute’s operations can be interrupted and its revenues reduced.
 
The marketability of Resolute’s oil and gas production depends in part upon the availability, proximity and capacity of pipelines, gas gathering systems, and processing facilities owned by third parties. In general, Resolute does not control these facilities and its access to them may be limited or denied due to circumstances beyond its control. A significant disruption in the availability of these facilities could adversely impact Resolute’s ability to deliver to market the oil and gas Resolute produces and thereby cause a significant interruption in its operations. In some cases, Resolute’s ability to deliver to market its oil and gas is dependent upon coordination among third parties who own pipelines, transportation and processing facilities that Resolute uses, and any inability or unwillingness of those parties to coordinate efficiently could also interrupt Resolute’s operations. These are risks for which Resolute generally does not maintain insurance.
 
With respect to oil produced at its Aneth Field Properties, Resolute operates in a remote part of southeastern Utah, and currently Resolute sells all of its crude oil production to a single customer, Western Refining Southwest, Inc., a subsidiary of Western Refining, Inc. under a contract that terminates August 31, 2009. Resolute’s crude oil production is currently transported to a terminal that serves Western’s two refineries


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in the region via a crude oil pipeline owned by NNOG. There are presently no pipelines in service from Resolute’s Aneth Field Properties to any alternative markets. If Western did not purchase Resolute’s crude oil, Resolute would have to transport its crude oil to other markets by truck and rail, which would result, in the short run, in a lower price relative to the NYMEX price than it currently receives. Resolute is proceeding to implement a new marketing strategy in cooperation with NNOG, which Resolute believes will result in a net price differential to NYMEX at least as favorable as Resolute’s current price differential, whether through sales to Western or to other customers. This strategy may involve the expenditure of capital and will take time to implement. There can be no assurance that Resolute will be successful in implementing this strategy. If Resolute is not able to execute on this strategy it may in the future receive prices with a greater differential to NYMEX than it currently receives, which if not offset by increases in the NYMEX price for crude oil could result in a material adverse effect on Resolute’s financial results.
 
Resolute would also have to find alternative markets if Western’s refining capacity in the region is temporarily or permanently shut-down for any reason or if NNOG’s pipeline to Western’s refineries is temporarily or permanently shut-in for any reason. Resolute does not have any control over Western’s decisions with respect to its refineries. Resolute would also not have control over similar decisions by any replacement customers.
 
Resolute customarily ships crude oil to Western daily and receives payment on the twentieth day of the month following the month of production. As a result, at any given time, Resolute has significant amounts of accounts receivable outstanding from Western. As of March 31, 2009, Resolute had recorded a $6.7 million receivable from Western. If Western defaults on its obligation to pay Resolute for the crude oil it has delivered, Resolute’s income would be materially and negatively affected. Both Moody’s Investor Services and Standard & Poor’s have assigned credit ratings to Western’s long-term debt that are below investment grade.
 
In respect of its Wyoming operations, Resolute does not have any long-term supply or similar agreements with entities for which it acts as a producer. Resolute is therefore dependent upon its ability to sell oil and gas at the prevailing wellhead market price. While Resolute currently sells most of its Wyoming oil production under purchase agreements with a single purchaser, there can be no assurance that purchasers will be available or that the prices they are willing to pay will remain stable and not decline.
 
Oil and gas prices are volatile and change for reasons that are beyond Resolute’s control. Decreases in the price Resolute receives for its oil and gas production can adversely affects its business, financial condition, results of operations and liquidity and impede its growth.
 
The oil and gas markets are highly volatile, and Resolute cannot predict future prices. Resolute’s revenue, profitability and cash flow depend upon the prices and demand for oil and natural gas. The markets for these commodities are very volatile and even relatively modest drops in prices can significantly affect Resolute’s financial results and impede its growth. Prices for oil and gas may fluctuate widely in response to relatively minor changes in the supply of and demand for the commodities, market uncertainty and a variety of additional factors that are beyond Resolute’s control, such as:
 
  •  domestic and foreign supply of and demand for oil and gas, including as a result of technological advances affecting energy consumption and supply;
 
  •  weather conditions;
 
  •  overall domestic and global political and economic conditions;
 
  •  actions of the Organization of Petroleum Exporting Countries and other state-controlled oil companies relating to oil price and production controls;
 
  •  the price of foreign imports;
 
  •  political and economic conditions in oil producing countries, including the Middle East and South America;
 
  •  technological advances affecting energy consumption;


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  •  variations between product prices at sales points and applicable index prices;
 
  •  domestic, tribal and foreign governmental regulations and taxation;
 
  •  the impact of energy conservation efforts;
 
  •  the capacity, cost and availability of oil and gas pipelines and other transportation and gathering facilities, and the proximity of these facilities to its wells;
 
  •  the availability of refining and processing capability;
 
  •  factors specific to the local and regional markets where Resolute’s production occurs; and
 
  •  the price and availability of alternative fuels.
 
In the past, the price of crude oil has been extremely volatile, and Resolute expects this volatility to continue. For example, during the three months ended March 31, 2009, the NYMEX price for light sweet crude oil ranged from a high of $53.82 per Bbl to a low of $34.00 per Bbl. For calendar year 2008, the range was from a high of $145.28 per Bbl to a low of $33.03 per Bbl, and for the five years ended December 31, 2009, price ranged from a high of $145.28 per Bbl to a low of $25.21 per Bbl. Given the inherent volatility of crude oil prices, Resolute plans its activities and budget based on sales price assumptions that it believes to be reasonable.
 
A decline in commodity prices, such as the severe drop experienced in the second half of 2008 and the first quarter of 2009 can significantly affect many aspects of Resolute’s business, including financial condition, revenues, results of operations, liquidity, rate of growth and the carrying value of Resolute’s oil and gas properties, all of which depend primarily or in part upon those prices. For example, declines in the prices Resolute receives for its oil and gas adversely affect its ability to finance capital expenditures, make acquisitions, raise capital and satisfy its financial obligations. In addition, declines in prices reduce the amount of oil and gas that Resolute can produce economically and, as a result, adversely affect its quantities of proved reserves. Among other things, a reduction in its reserves can limit the capital available to Resolute, as the maximum amount of available borrowing under its amended credit facility is, and the availability of other sources of capital likely will be, based to a significant degree on the estimated quantities of those reserves.
 
Resolute’s estimated proved reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities of Resolute’s proved reserves.
 
Resolute’s estimate of proved reserves as of and for the periods ended December 21, 2006, 2007 and 2008 are based on the quantities of oil and gas that engineering and geological analyses demonstrate, with reasonable certainty to be recoverable from established reservoirs in the future under current operating and economic parameters. Netherland, Sewell & Associates, Inc., independent petroleum engineers, audited reserve and economic evaluations of all properties that were prepared by Resolute on a well-by-well basis. Oil and gas reserve engineering is not exact and requires subjective estimates of underground accumulations of oil and gas and assumptions concerning future oil and gas prices, production levels and operating and development costs. Estimates of economically recoverable oil and gas reserves and of future net cash flows depend upon a number of variable factors and assumptions, including:
 
  •  historical production from the area compared with production from other comparable producing areas;
 
  •  the assumed effects of regulations by governmental agencies;
 
  •  assumptions concerning future oil and gas prices; and
 
  •  assumptions concerning future operating costs, severance and excise taxes, development costs and workover and remedial costs.


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Because all reserve estimates are to some degree subjective, each of the following items may differ materially from those assumed in estimating reserves:
 
  •  the quantities of oil and gas that are ultimately recovered;
 
  •  the timing of the recovery of oil and gas reserves;
 
  •  the production and operating costs incurred; and
 
  •  the amount and timing of future development expenditures.
 
Furthermore, different reserve engineers may make different estimates of reserves and cash flows based on the same available data. Therefore over time, Resolute may make material changes to reserves estimates to take into account changes in its assumptions and the results of its development activities and actual drilling and production.
 
If these assumptions prove to be incorrect, Resolute’s estimates of reserves, the economically recoverable quantities of oil and gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery and Resolute’s estimates of the future net cash flows from its reserves could change significantly. In addition, if declines in oil and gas prices result in its having to make substantial downward adjustments to its estimated proved reserves, or if its estimates of development costs increase, production data factors change or drilling results deteriorate, accounting rules may require Resolute to make downward adjustments, as a non-cash impairment charge to earnings, to the carrying value of Resolute’s oil and gas properties. If Resolute incurs impairment charges in the future, Resolute could have a material adverse effect on its results of operations in the period incurred and on its ability to borrow funds under its amended credit facility.
 
The standardized measure of future net cash flows from Resolute’s net proved reserves is based on many assumptions that may prove to be inaccurate. Any material inaccuracies in Resolute’s reserve estimates or underlying assumptions will materially affect the quantities and present value of its proved reserves.
 
Actual future net cash flows from Resolute’s oil and gas properties also will be affected by factors such as the actual prices Resolute receives for oil and gas, its actual operating costs in producing oil and gas, the amount and timing of actual production, the amount and timing of Resolute’s capital expenditures, supply of and demand for oil and gas and changes in governmental regulations or taxation.
 
The timing of both Resolute’s production and its incurrence of expenses in connection with the development and production of oil and gas properties will affect the timing of actual future net cash flows from proved reserves, and thus their actual present value. In addition, the 10% discount factor Resolute uses when calculating discounted future net cash flows in compliance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 69 may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with Resolute or the oil and gas industry in general.
 
Currently, substantially all of Resolute’s oil producing properties are located on the Navajo Reservation, making Resolute vulnerable to risks associated with laws and regulations pertaining to the operation of oil and gas properties on Native American tribal lands.
 
Substantially all of Resolute’s Aneth Field Properties, which represent approximately 89% of Resolute’s total proved reserves and approximately 71% of Resolute’s production (on an equivalent barrel basis), are located on the Navajo Reservation in Southeastern Utah. Operation of oil and gas interests on Indian lands presents certain unique considerations and complexities. These arise from the fact that Indian tribes are “dependent” sovereign nations located within states, but are subject only to tribal laws and treaties with, and the laws and Constitution of, the United States. This creates a potential overlay of three jurisdictional regimes — Indian, federal and state. These considerations and complexities could arise around various aspects of Resolute’s operations, including real property considerations, employment practices, environmental matters and taxes.


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For example, Resolute is subject to the Navajo Preference in Employment Act. This law requires that it give preference in hiring to members of the Navajo Nation, or in some cases other Native American Tribes, if such a person is qualified for the position, rather than hiring the most qualified person. A further regulatory requirement is imposed by the Navajo Nation Business Opportunity Act which requires Resolute to give preference to businesses owned by Navajo persons when it is hiring contractors. These regulatory restrictions can negatively affect Resolute’s ability to recruit and retain the most highly qualified personnel or to utilize the most experienced and economical contractors for its projects.
 
Furthermore, because tribal property is considered to be held in trust by the federal government, before Resolute can take certain actions, it is required to obtain certain approvals from various federal agencies that are in addition to customary regulatory approvals required of oil and gas producers operating on non-Indian property. These approvals could result in delays in its implementation of, or otherwise prevent it from implementing, its development program. Resolute also is required to obtain approvals from the Resources Committee, which is a standing committee of the Navajo Nation Tribal Council, before Resolute can take certain actions with respect to its Aneth Field Properties. These approvals, even if ultimately obtained, could result in delays in Resolute’s ability to implement its development program.
 
In addition, under the Native American laws and regulations, Resolute could be held liable for personal injuries, property damage (including site clean-up and restoration costs) and other damages. Failure to comply with these laws and regulations may also result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties, including the assessment of natural resource damages.
 
For additional information about the legal complexities and considerations associated with operating on the Navajo Reservation, please read “Resolute’s Business — Laws and Regulations Pertaining to Oil and Gas Operations on Navajo Nation Lands.”
 
The statutory preferential purchase right held by the Navajo Nation to acquire transferred Navajo Nation oil and gas leases and NNOG’s right of first negotiation could diminish the value Resolute may be able to receive in a sale of its properties.
 
Nearly all of Resolute’s Aneth Field Properties are located on the Navajo Reservation. The Navajo Nation has a statutory preferential right to purchase at the offered price any Navajo Nation oil and gas lease or working interest in such a lease at the time the lease or interest is proposed to be transferred. The existence of this right can make it more difficult to sell a Navajo Nation oil and gas lease because this right may discourage third parties from purchasing such a lease and, therefore, could reduce the value of Resolute’s leases if it were to attempt to sell them. In addition, under the terms of Resolute’s Cooperative Agreement with NNOG, Resolute is obligated to first negotiate with NNOG to sell its Aneth Field Properties before it may offer to sell such properties to any other third party. This contractual right could make it more difficult for Resolute to sell its Aneth Field Properties. For additional information about the right of first negotiation for the benefit of NNOG, please read “Resolute’s Business — Relationship with the Navajo Nation.”
 
All of Resolute’s producing properties are located in two geographic areas, making it vulnerable to risks associated with operating in only two geographic areas.
 
A substantial amount of Resolute’s sales of oil and gas and 89% of its total proved reserves are currently located in its Aneth Field Properties in the southeast Utah portion of the Paradox Basin in the Four Corners area of the southwestern United States. A smaller portion of Resolute’s sales of oil and gas and 11% of its total proved reserves are predominantly located in the Hilight Field in the Powder River Basin in northeastern Wyoming and southeastern Montana. As a result of Resolute’s lack of diversification in asset type and location, any delays or interruptions of production from these wells caused by such factors as governmental regulation, transportation capacity constraints, curtailment of production or interruption of transportation of oil produced from the wells in these fields, price fluctuations, natural disasters or shut-downs of the pipelines connecting its Aneth Field production to refineries would have a significantly greater impact on Resolute’s results of operations than if Resolute maintained more diverse assets and locations.


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The prices to be received for Resolute’s oil and gas production from its properties are determined to a significant extent by factors affecting the regional supply of, and demand for, oil and gas, including the adequacy of the pipeline and processing infrastructure in the region to transport or process Resolute’s production and that of other producers. Those factors result in basis differentials between the published indices generally used to establish the price received for regional oil and gas production and the actual (frequently lower) price Resolute may receive for its production.
 
Resolute may not be able to redeploy into producing oil and gas properties or other operating assets any cash it may receive upon NNOG’s exercise of its options to purchase a portion of Resolute’s Aneth Field Properties.
 
NNOG has a total of six options to purchase for cash, in the aggregate, up to 30.0% of Resolute’s interest in the Chevron Properties and 30.0% of its interest in the ExxonMobil Properties. These options become exercisable over a period of time if certain financial hurdles are met. If NNOG exercises its purchase options in full, it could acquire from Resolute undivided working interests representing an 18.15% working interest in the Aneth Unit, a 22.5% working interest in the McElmo Creek Unit and a 17.7% working interest in the Ratherford Unit. If NNOG were to exercise any of these options, Resolute might not be able to effectively redeploy the cash received from NNOG. For additional information about NNOG’s purchase right, please read “Resolute’s Business — Relationship with the Navajo Nation.”
 
Developing and producing oil and gas are costly and high-risk activities with many uncertainties that could adversely affect Resolute’s financial condition or results of operations, and insurance may not be available or may not fully cover losses.
 
There are numerous risks associated with developing, completing and operating a well, and cost factors can adversely affect the economics of a well. Resolute’s development and producing operations may be curtailed, delayed or canceled as a result of other factors, including:
 
  •  high costs, shortages or delivery delays of rigs, equipment, labor or other services;
 
  •  unexpected operational events and/or conditions;
 
  •  reductions in oil or gas prices or increases in oil or gas price differentials;
 
  •  increases in severance taxes;
 
  •  limitations on Resolute’s ability to sell its crude oil or gas production;
 
  •  adverse weather conditions and natural disasters;
 
  •  facility or equipment malfunctions, and equipment failures or accidents;
 
  •  pipe or cement failures and casing collapses;
 
  •  compliance with environmental and other governmental requirements;
 
  •  environmental hazards, such as leaks, oil spills, pipeline ruptures and discharges of toxic gases;
 
  •  lost or damaged oilfield development and service tools;
 
  •  unusual or unexpected geological formations, and pressure or irregularities in formations;
 
  •  fires, blowouts, surface craterings and explosions;
 
  •  shortages or delivery delays of equipment and services;
 
  •  title problems;
 
  •  objections from surface owners and nearby surface owners in the areas where Resolute operates; and
 
  •  uncontrollable flows of oil, gas or well fluids.


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Any of these or other similar occurrences could reduce Resolute’s cash from operations or result in the disruption of Resolute’s operations, substantial repair costs, significant damage to property, environmental pollution and impairment of its operations. The occurrence of these events could also affect third parties, including persons living near Resolute’s operations, Resolute’s employees and employees of Resolute’s contractors, leading to injuries or death.
 
Resolute currently possesses property, general liability, well control, pollution and other insurance at levels Resolute believes are appropriate; however, insurance against all operational risk is not available to Resolute. In addition, pollution and environmental risks generally are not fully insurable. Additionally, Resolute may elect not to obtain insurance if Resolute believes that the cost of available insurance is excessive relative to the perceived risks presented. Losses could, therefore, occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. Moreover, insurance may not be available in the future at commercially reasonable costs and on commercially reasonable terms. Changes in the insurance markets subsequent to the terrorist attacks on September 11, 2001, have made it more difficult for Resolute to obtain certain types of coverage. Resolute may not be able to obtain the levels or types of insurance it would otherwise have obtained prior to these market changes, and any insurance coverage Resolute does obtain may contain large deductibles or it may not cover certain hazards or potential losses. Losses and liabilities from uninsured and underinsured events and a delay in the payment of insurance proceeds could adversely affect Resolute’s business, financial condition and results of operations.
 
If Resolute does not make acquisitions of reserves on economically acceptable terms, Resolute’s future growth and ability to maintain production will be limited to only the growth it intends to achieve through the development of its proved developed non-producing and proved undeveloped reserves.
 
Producing oil and natural gas reservoirs are generally characterized by declining production rates that vary depending upon reservoir characteristics and other factors. The rate of decline will change if production from Resolute’s existing wells declines in a different manner than Resolute has estimated and can change under other circumstances. Resolute’s future oil and natural gas reserves and production and, therefore, Resolute’s cash flow and income are highly dependent upon its success in efficiently developing and exploiting its current reserves and economically finding or acquiring additional recoverable reserves.
 
Resolute intends to grow by bringing its proved developed non-producing reserves into production and developing its proved undeveloped reserves. Resolute’s ability to further grow depends in part on its ability to make acquisitions, particularly in the event NNOG exercises its options to increase its working interest in the Aneth Field Properties. Resolute may be unable to make such acquisitions because it is:
 
  •  unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts with the seller;
 
  •  unable to obtain financing for these acquisitions on economically acceptable terms; or
 
  •  outbid by competitors.
 
If Resolute is unable to acquire properties containing proved reserves at acceptable costs, Resolute’s total level of proved reserves and associated future production will decline as a result of its ongoing production of its reserves.
 
Any acquisitions Resolute completes are subject to substantial risks that could negatively impact its financial condition and results of operations.
 
Even if Resolute does make acquisitions that it believes will enhance its growth, financial condition or results of operations, any acquisition involves potential risks, including, among other things:
 
  •  the validity of Resolute’s assumptions about reserves, future production, the future prices of oil and gas, infrastructure requirements, environmental and other liabilities, revenues and costs;
 
  •  an inability to integrate successfully the properties and businesses Resolute acquires;


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  •  a decrease in Resolute’s liquidity to the extent it uses a significant portion of its available cash or borrowing capacity to finance acquisitions;
 
  •  a significant increase in its interest expense or financial leverage if Resolute incurs debt to finance acquisitions;
 
  •  the assumption of unknown liabilities, losses or costs for which Resolute is not indemnified or for which Resolute’s indemnity is inadequate;
 
  •  the diversion of management’s attention from other business concerns;
 
  •  an inability to hire, train or retain qualified personnel to manage and operate Resolute’s growing business and assets;
 
  •  unforeseen difficulties encountered in operating in new geographic areas; and
 
  •  customer or key employee losses at the acquired businesses.
 
Resolute’s decision to acquire a property or business will depend in part on the evaluation of data obtained from production reports and engineering studies, geophysical and geological analyses and seismic and other information, the results of which are often inconclusive and subject to various interpretations.
 
Also, Resolute’s reviews of acquired properties are inherently incomplete because it generally is not feasible to perform an in-depth review of the individual properties involved in each acquisition. Even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and potential problems. Inspections may not always be performed on every well, and environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken. The potential risks in making acquisitions could adversely affect Resolute’s ability to achieve anticipated levels of cash flows from the acquired businesses or realize other anticipated benefits of those acquisitions.
 
Resolute has been and may in the future be in default under its current credit agreements. The inability to cure such defaults could materially adversely impact Resolute.
 
Seller amended its first lien credit facility on May 12, 2009, to redetermine its borrowing base and to amend its trailing four quarter period Debt to EBITDA ratio (or Maximum Leverage Ratio) covenant. The terms of the amendment allowed Seller to remain in compliance with its financial covenants at March 31, 2009. On July 28, 2009, Seller further amended its first lien credit facility so that the current ratio covenant was not applicable for the quarters ended March 31, 2009 and June 30, 2009. There is evidence that Seller may not remain in compliance with its financial covenants under its first lien credit facility for the next twelve months, and if such defaults occur and are not waived or cured, there is no assurance that Seller could cure such defaults, and such uncured defaults may also be defaults under other debt agreements. Among other results of such uncured defaults, Seller’s outstanding debt could be accelerated, and in such event, there can be no assurance that Seller could successfully satisfy its obligations and continue as a going concern.
 
Seller currently is pursuing credit agreement amendments or forbearance arrangements, equity financings, joint ventures or other industry partnerships, asset monetizations, debt refinancings and other strategic initiatives to mitigate the effects of its financial covenant situation, although there is no assurance that any such efforts will be successful.
 
If the Acquisition is consummated, Seller expects to fully satisfy its obligations under its second lien credit agreement, partially pay obligations under its first lien revolving credit facility and amend its first lien revolving credit facility, resulting in reducing certain of the risks referenced below in respect of its debt levels and credit agreements.
 
Resolute’s future debt levels may limit its flexibility to obtain additional financing and pursue other business opportunities.
 
After giving effect to the Acquisition and the related transactions, Resolute estimates that its total debt as of the closing of the Acquisition will be approximately $73.6 million assuming maximum conversion.


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Following the Acquisition, Resolute expects to have the ability to incur additional debt under an amended revolving credit facility, subject to borrowing base limitations. Resolute’s significant level of indebtedness could have important consequences to Resolute, including:
 
  •  Resolute’s ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
 
  •  covenants contained in Resolute’s existing and future credit and debt arrangements will require it to meet financial tests that may affect its flexibility in planning for and reacting to changes in its business, including possible acquisition opportunities;
 
  •  Resolute will need a substantial portion of its cash flow to make principal and interest payments on its indebtedness, reducing the funds that would otherwise be available for operations and future business opportunities; and
 
  •  Resolute’s debt level will make it more vulnerable than its competitors with less debt to competitive pressures or a downturn in its business or the economy generally.
 
Resolute’s ability to service its indebtedness will depend upon, among other things, its future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond Resolute’s control. If Resolute’s operating results are not sufficient to service its current or future indebtedness, it will be forced to take actions such as reducing or delaying business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing Resolute’s indebtedness, or seeking additional equity capital or bankruptcy protection. Resolute may not be able to effect any of these remedies on satisfactory terms or at all.
 
Resolute’s amended revolving credit facility will have substantial restrictions and financial covenants that may restrict Resolute’s business and financing activities and will prohibit Resolute from paying dividends.
 
The operating and financial restrictions and covenants in Resolute’s amended revolving credit facility and any future financing agreements could restrict Resolute’s ability to finance future operations or capital needs or to engage, expand or pursue its business activities. For example, Resolute anticipates that an amended revolving credit facility would restrict its ability to:
 
  •  incur indebtedness;
 
  •  grant liens;
 
  •  make certain acquisitions and investments;
 
  •  lease equipment;
 
  •  make capital expenditures above specified amounts;
 
  •  redeem or prepay other debt;
 
  •  pay dividends to shareholders or repurchase shares;
 
  •  enter into transactions with affiliates; and
 
  •  enter into a merger, consolidation or sale of assets.
 
Resolute plans to amend its $300 million senior secured revolving credit facility in connection with the closing of the Acquisition. Resolute expects that its amended revolving credit facility will be substantially similar to its existing revolving credit facility. The borrowing base will be determined by the lenders based on their evaluation of the value of the collateral, and mature four years from the effective date, unless extended. Resolute anticipates that the terms will allow Resolute to prepay all loans under the credit facility, in whole or in part, from time to time without premium or penalty, subject to certain restrictions. Resolute anticipates that obligations under the amended revolving credit facility will be secured by existing mortgages on oil and gas properties as well as a pledge of all ownership interests in operating subsidiaries. Resolute anticipates that the


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obligations under the amended revolving credit facility will continue to be guaranteed by all of its operating subsidiaries and may be guaranteed by any future subsidiaries.
 
Resolute expects that the amended revolving credit facility will not permit it to pay dividends to shareholders. It expects the revolving credit facility will be available for general corporate purposes, including working capital, capital expenditures and other normally incurred costs and expenses. Resolute expects that its indebtedness under the amended revolving credit facility will bear interest at the prime rate or LIBOR plus an applicable margin, will contain various representations, warranties, covenants and indemnities customary for its type, including limitations on its ability to incur indebtedness, and grant liens, and requirements that Resolute maintain specified financial ratios. Specifically, Resolute expects the new revolving credit facility will require it to: maintain a consolidated current ratio of at least 1.0 to 1.0 at the end of any fiscal quarter; and not permit its ratio of consolidated indebtedness to consolidated Adjusted EBITDA to exceed specified levels at the end of each fiscal quarter.
 
Shortages of qualified personnel or field equipment and services could affect Resolute’s ability to execute its plans on a timely basis, reduce its cash flow and adversely affect its results of operations.
 
The demand for qualified and experienced geologists, geophysicists, engineers, field operations specialists, landmen, financial experts and other personnel in the oil and gas industry can fluctuate significantly, often in correlation with oil and gas prices, causing periodic shortages. From time to time, there also have been shortages of drilling rigs and other field equipment, as demand for rigs and equipment has increased along with the number of wells being drilled. These factors can also result in significant increases in costs for equipment, services and personnel. Higher oil and gas prices generally stimulate increased demand and result in increased prices for drilling rigs, crews and associated supplies, equipment and services. Increased demand resulting from high commodity prices over the past several years resulted in some difficulty for Resolute, and significantly increased costs, in obtaining drilling rigs, experienced crews and related services. Resolute may continue to experience such difficulties in the future. If shortages persist or prices continue to increase, Resolute’s profit margin, cash flow and operating results could be adversely affected and Resolute’s ability to conduct its operations in accordance with current plans and budgets could be restricted.
 
Resolute’s hedging activities could reduce its net income, which could reduce the price at which the Company’s stock may trade.
 
To achieve more predictable cash flow and to reduce Resolute’s exposure to adverse changes in the price of oil, Resolute has entered into, and in the future plans to enter into, derivative arrangements covering a significant portion of its oil production. These derivative arrangements could result in both realized and unrealized hedging losses. Resolute’s derivative instruments are subject to mark-to-market accounting treatment, and the change in fair market value of the instrument is reported in Resolute’s statement of operations each quarter, which has resulted in, and will in the future likely result in, significant unrealized net gains or losses.
 
As of July 1, 2009, and for the remaining calendar year 2009, Resolute had in place oil and gas swaps, oil and gas collars and a gas basis hedge. These included oil swaps covering approximately 81% of its anticipated 2009 oil production from proved developed producing reserves at a weighted average price of $62.75 per Bbl, oil collars covering approximately 5% of its anticipated 2009 oil production from proved developed producing reserves with a floor of $105.00 per Bbl and ceiling of $151.00 per Bbl, gas swaps covering approximately 30% of its anticipated 2009 gas production from proved developed producing reserves at a weighted average price of $9.93 per MMBtu, gas collars covering approximately 54% of its anticipated 2009 gas production from proved developed producing reserves with a floor of $5.00 MMBtu and ceiling of $9.35 MMBtu and a CIG gas basis hedge priced at $2.10 per MMBtu covering approximately 30% of its anticipated 2009 gas production from proved developed producing reserves. Additional instruments are also in place for future years and are summarized in the table below. Resolute expects to continue to use hedging arrangements to reduce commodity price risk with respect to its estimated production from producing properties. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Resolute — How Resolute Evaluates Its Operations — Production Levels, Trends and Prices


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and “Managements’s Discussion and Analysis of Financial Condition and Results of Resolute — Quantitative and Qualitative Disclosures About Market Risk.”
 
                                                 
          Oil
                         
          (NYMEX
                      Percent of
 
          WTI)
                      PDP
 
    Oil
    Weighted
    Collar
                Hedged
 
    Swap
    Average
    Volumes
                (based on
 
    Volumes
    Hedge Price
    Bbl per
    Floor
    Ceiling
    12/31/08
 
Year
  Bbl per Day     per Bbl     Day     Price     Price     engineering)  
 
2009
    3,900     $ 62.75       250     $ 105.00     $ 151.00       86 %
2010
    3,650     $ 57.83       200     $ 105.00     $ 151.00       87 %
2011
    3,250     $ 68.26                         80 %
2012
    3,250     $ 68.26                         87 %
2013
    2,000     $ 60.47                         59 %
 
                                                                 
                                  Percent of
             
                                  PDP
    Basic Hedges  
    Gas Swap
          Collar
    Gas
    Gas
    Hedged
    Swap
       
    Volumes
    Gas (Henry
    Volumes
    (CIG)
    (CIG)
    (based on
    Volumes
       
    MMBtu per
    Hub) Swap
    MMBtu
    Floor
    Ceiling
    12/31/08
    Mcf per
    Swap
 
Year
  day     Price     per day     Price     Price     engineering)     day     Price  
 
2009
    1,800     $ 9.93       3,288     $ 5.00     $ 9.35       84 %     1,800     $ 2.10  
2010
    3,800     $ 9.69                         80 %     1,800     $ 2.10  
2011
    2,750     $ 9.32                         69 %     1,800     $ 2.10  
2012
    2,100     $ 7.42                         63 %     1,800     $ 2.10  
2013
    1,900     $ 7.40                         66 %     1,800     $ 2.10  
 
Resolute’s actual future production during a period may be significantly higher or lower than it estimates at the time it enters into derivative transactions for such period. If the actual amount is higher than it estimates, it will have more unhedged production and therefore greater commodity price exposure than it intended. If the actual amount is lower than the nominal amount that is subject to Resolute’s derivative financial instruments, it might be forced to satisfy all or a portion of its derivative transactions without the benefit of the cash flow from its sale of the underlying physical commodity, resulting in a substantial diminution of its liquidity and a reduction in its cash available for distribution. As a result of these factors, Resolute’s derivative activities may not be as effective as it intends in reducing the volatility of its cash flows, and in certain circumstances may actually increase the volatility of its cash flows.
 
In addition, Resolute’s derivative activities are subject to the risk that a counterparty may not perform its obligation under the applicable derivative instrument. Resolute previously maintained hedge positions with Lehman Brothers Commodity Services, Inc., which were terminated in connection with the bankruptcy of Lehman Brothers Holdings Inc. If other hedge counterparties, some of which have received governmental support in connection with the ongoing credit crisis, are unable to make payments to Resolute under its hedging arrangements, Resolute’s results of operation, financial condition and liquidity would be adversely affected.
 
The effectiveness of hedging transactions to protect Resolute from future oil price declines will be dependent upon oil prices at the time it enters into future hedging transactions as well as its future levels of hedging, and as a result its future net cash flow may be more sensitive to commodity price changes.
 
As Resolute’s hedges expire, more of its future production will be sold at market prices unless it enters into additional hedging transactions. Resolute anticipates that its amended revolving credit facility will prohibit it from entering into hedging arrangements for more than 80% of its production from projected proved developed producing reserves using economic parameters specified in its credit agreements, including escalated prices and costs. The prices at which Resolute hedges its production in the future will be dependent upon commodity prices at the time it enters into these transactions, which may be substantially lower than current prices. Accordingly, Resolute’s commodity price hedging strategy will not protect it from significant and sustained declines in oil and gas prices received for its future production. Conversely, Resolute’s commodity


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price hedging strategy may limit its ability to realize cash flow from commodity price increases. It is also possible that a larger percentage of Resolute’s future production will not be hedged as compared to the next few years, which would result in its oil revenues becoming more sensitive to commodity price changes.
 
The nature of Resolute’s assets exposes it to significant costs and liabilities with respect to environmental and operational safety matters. Resolute is responsible for certain costs associated with the removal and remediation of the decommissioned Aneth Gas Processing Plant.
 
Resolute may incur significant costs and liabilities as a result of environmental, health and safety requirements applicable to its oil and gas exploitation, production and other activities. These costs and liabilities could arise under a wide range of environmental, health and safety laws and regulations, including agency interpretations thereof and governmental enforcement policies, which have tended to become increasingly strict over time. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory, cleanup and site restoration costs and liens, the denial or revocation of permits or other authorizations and the issuance of injunctions to limit or cease operations. Compliance with these laws and regulations also increases the cost of Resolute’s operations and may prevent or delay the commencement or continuance of a given operation. In addition, claims for damages to persons or property may result from environmental and other impacts of its operations.
 
As a result of Resolute’s acquisition of the Chevron Properties and the ExxonMobil Properties, it acquired an interest in the Aneth Gas Processing Plant, which is currently being decommissioned. Under Resolute’s purchase agreement with Chevron, Chevron is responsible for indemnifying Resolute against the decommissioning and clean-up or remediation costs allocable to the 39% interest Resolute purchased from it. Under Resolute’s purchase agreement with ExxonMobil, however, Resolute is responsible for the decommissioning and clean-up or remediation cost allocable to the interests it purchased from ExxonMobil, which is 25% of the total cost of the project. If Chevron fails to pay its share of the decommissioning costs in accordance with the purchase agreement, Resolute could be held responsible for 54% of the total costs to decommission and remediate the Aneth Gas Processing Plant. Chevron is managing the decommissioning process and, based on Chevron’s current estimate, the total cost of the decommissioning is $14.6 million. $12.8 million has already been incurred and paid for as of June 30, 2009. This estimate does not include any costs for any possible subsurface clean-up or remediation of the site.
 
The Aneth Gas Processing Plant site was previously evaluated by the U.S. Environmental Protection Agency, or “EPA,” for possible listing on the National Priorities List, or “NPL,” of sites contaminated with hazardous substances with the highest priority for clean-up under the Comprehensive Environmental Response, Compensation, and Liability Act, or “CERCLA.” Based on its investigation, the EPA concluded no further investigation was warranted and that the site was not required to be listed on the NPL. The Navajo Environmental Protection Agency now has primary jurisdiction over the Aneth Gas Processing Plant site, however, and Resolute cannot predict whether it will require further investigation and possible clean-up, and the ultimate cleanup liability may be affected by the recent enactment by the Navajo Nation of a Navajo CERCLA. In some matters, the Navajo CERCLA imposes broader obligations and liabilities than the federal CERCLA. Resolute has been advised by Chevron that a significant portion of the subsurface clean-up or remediation costs, if any, would be covered by an indemnity from the prior owner of the plant, and Chevron has provided Resolute with a copy of the pertinent purchase agreement that appears to support its position. Resolute cannot predict whether any subsurface remediation will be required or what the costs of the subsurface clean-up or remediation could be. Additionally, it cannot be certain whether any of such costs will be reimbursable to it pursuant to the indemnity of the prior owner. To the extent any such costs are incurred and not reimbursed pursuant to the indemnity from the prior owner, Resolute would be liable for 25% of such costs as a result of its acquisition of the ExxonMobil Properties. Please read “Resolute’s Business — Aneth Gas Processing Plant” for additional information about this liability.
 
Strict or joint and several liability to remediate contamination may be imposed under certain environmental laws, which could cause Resolute to become liable for the conduct of others or for consequences of its own actions that were in compliance with all applicable laws at the time those actions were taken. New or modified environmental, health or safety laws, regulations or enforcement policies could be more stringent and impose


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unforeseen liabilities or significantly increase compliance costs. Please read “Resolute’s Business — Environmental, Health and Safety Matters and Regulation” for more information.
 
Resolute may be unable to compete effectively with larger companies, which may adversely affect its operations and ability to generate and maintain sufficient revenue.
 
The oil and gas industry is intensely competitive, and Resolute competes with companies that have greater resources. Many of these companies not only explore for and produce oil and gas, but also refine and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for oil and gas properties and exploratory prospects or identify, evaluate, bid for and purchase a greater number of properties and prospects than Resolute’s financial or human resources permit. In addition, these companies may have a greater ability to continue exploration or exploitation activities during periods of low oil and gas market prices. Resolute’s larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than Resolute can, which would adversely affect Resolute’s competitive position. Resolute’s ability to acquire additional properties and to discover reserves in the future will depend upon its ability to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.
 
Resolute is subject to complex federal, state, tribal, local and other laws and regulations that could adversely affect the cost, manner or feasibility of doing business.
 
Exploitation, development, production and marketing operations in the oil and gas industry are regulated extensively at the federal, state and local levels. In addition, substantially all of Resolute’s current leases in the Aneth Field are regulated by the Navajo Nation. Some of its future leases may be regulated by Native American tribes. Environmental and other governmental laws and regulations have increased the costs to plan, design, drill, install, operate and properly abandon oil and gas wells and other recovery operations. Under these laws and regulations, Resolute could also be liable for personal injuries, property damage and other damages. Failure to comply with these laws and regulations may result in the suspension or termination of Resolute’s operations or denial or revocation of permits and subject Resolute to administrative, civil and criminal penalties.
 
Part of the regulatory environment in which Resolute operates includes, in some cases, federal requirements for obtaining environmental assessments, environmental impact statements and/or plans of development before commencing exploration and production activities. In addition, Resolute’s activities are subject to regulation by oil and gas producing states and the Navajo Nation regarding conservation practices, protection of correlative rights and other concerns. These regulations affect Resolute’s operations and could limit the quantity of oil and gas it may produce and sell. A risk inherent in Resolute’s CO2 flood project is the need to obtain permits from federal, state, local and Navajo Nation tribal authorities. Delays or failures in obtaining regulatory approvals or permits or the receipt of an approval or permit with unreasonable conditions or costs could have a material adverse effect on Resolute’s ability to exploit its properties. Additionally, the oil and gas regulatory environment could change in ways that might substantially increase the financial and managerial costs to comply with the requirements of these laws and regulations and, consequently, adversely affect Resolute’s profitability. Proposed greenhouse gas, or GHG, reporting rules, and proposed GHG cap and trade legislation are two examples of proposed changes in the regulatory climate that would affect Resolute. Furthermore, Resolute may be placed at a competitive disadvantage to larger companies in the industry that can spread these additional costs over a greater number of wells and larger operating staff. Please read “Resolute’s Business — Environmental, Health and Safety Matters and Regulation” and “Resolute’s Business— Other Regulation of the Oil and Gas Industry” for a description of the laws and regulations that affect Resolute.
 
Possible regulation related to global warming and climate change could have an adverse effect on Resolute’s operations and demand for oil and gas.
 
Recent scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse gases” including carbon dioxide and methane, may be contributing to warming of the Earth’s


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atmosphere. In response to such studies, the U.S. Congress is actively considering legislation to reduce emissions of greenhouse gases. In addition, several states have already taken legal measures to reduce emissions of greenhouse gases. As a result of the U.S. Supreme Court’s decision on April 2, 2007 in Massachusetts, et al. v. EPA, the EPA also may be required to regulate greenhouse gas emissions from mobile sources (e.g. cars and trucks) even if Congress does not adopt new legislation specifically addressing emissions of greenhouse gases. Other nations have already agreed to regulate emissions of greenhouse gases, pursuant to the United Nations Framework Convention on Climate Change, also known as the “Kyoto Protocol,” an international treaty pursuant to which participating countries (not including the United States) have agreed to reduce their emissions of greenhouse gases to below 1990 levels by 2012. Passage of state or federal climate control legislation or other regulatory initiatives or the adoption of regulations by the EPA and analogous state agencies that restrict emissions of greenhouse gases in areas in which Resolute conducts business could have an adverse effect on Resolute’s operations and demand for oil and gas.
 
Resolute depends on a limited number of key personnel who would be difficult to replace.
 
Resolute depends substantially on the performance of its executive officers and other key employees. Resolute has not entered into any employment agreements with any of these employees, and Resolute does not maintain key person life insurance policies on any of these employees. The loss of any member of the senior management team or other key employee could negatively affect Resolute’s ability to execute its strategy.
 
Terrorist attacks aimed at Resolute’s facilities or operations could adversely affect its business.
 
The United States has been the target of terrorist attacks of unprecedented scale. The U.S. government has issued warnings that U.S. energy assets may be the future targets of terrorist organizations. These developments have subjected Resolute’s operations to increased risks. Any terrorist attack at Resolute’s facilities, or those of its purchasers, could have a material adverse effect on Resolute’s business.
 
Resolute was required to write down the carrying value of its properties as of December 31, 2008 and March 31, 2009, and may be required to do so again in the future.
 
Resolute uses the full cost accounting method for oil and gas exploitation, development and exploration activities. Under the full cost method rules, Resolute performs a ceiling test and if the net capitalized costs for a cost center exceed the sum of certain values for the relevant properties it writes down the book value of the properties. At December 31, 2008 and March 31, 2009, upon application of the ceiling test, Resolute recorded an impairment of its oil and gas properties of $245.0 million and $13.3 million, respectively. Resolute could recognize further impairments in the future if oil and gas prices are low, if Resolute has substantial downward adjustments to its estimated proved reserves, if Resolute experiences increases in its estimates of development costs or deterioration in its exploration and development results.
 
Work stoppages or other labor issues at Resolute’s facilities could adversely affect its business, financial position, results of operations, or cash flows.
 
As of March 31, 2009, approximately 39 of Resolute’s field level employees were represented by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, and covered by a collective bargaining agreement. Although Resolute believes that its relations with its employees are generally satisfactory, if Resolute is unable to reach agreement with any of its unionized work groups on future negotiations regarding the terms of their collective bargaining agreements, or if additional segments of Resolute’s workforce become unionized, Resolute may be subject to work interruptions or stoppages. Work stoppages at the facilities of Resolute’s customers or suppliers may also negatively affect Resolute’s business. If any of Resolute’s customers experience a material work stoppage, the customer may halt or limit the purchase of Resolute’s products. Moreover, if any of Resolute’s suppliers experience a work stoppage, its operations could be adversely affected if an alternative source of supply is not readily available. Any of these events could be disruptive to Resolute’s operations and could adversely affect its business, financial position, results of operations, or cash flows.


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Risk Factors Related to HACI, the Company and the Acquisition
 
HACI may not be able to consummate the Acquisition or another business combination within the required timeframe, in which case HACI’s corporate existence will cease and it will liquidate its assets.
 
Pursuant to HACI’s charter, HACI must complete the Acquisition or another business combination with a fair market value of at least 80% of the initial amount held in the trust account by September 28, 2009. If HACI fails to consummate the Acquisition or another business combination within such time period, HACI’s corporate existence will cease and it will liquidate and wind up. The foregoing requirements are set forth in Article IX of HACI’s charter and, until the consummation of the Acquisition or another business combination, may not be eliminated without the vote of HACI’s board of directors and the vote of 100% of the outstanding shares of HACI Common Stock cast at a meeting of the stockholders at which a quorum is present.
 
If HACI liquidates before concluding the Acquisition or another business combination, HACI Public Stockholders may receive less than $10.00 per share on distribution of trust account funds and the HACI warrants will expire worthless.
 
If HACI is unable to complete the Acquisition or another business combination and must liquidate, the per-share liquidation amount may be less than $10.00 because of the expenses incurred in connection with the IPO, its general and administrative expenses and the costs incurred in seeking the Acquisition or another business combination. If HACI is unable to conclude the Acquisition or another business combination and expended all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, net of income taxes payable on such interest and net of up to $6.6 million in interest income on the trust account balance previously released to HACI to fund working capital requirements, the per-share liquidation amount as of March 31, 2009 would be $9.78, or $0.22 less than its per-unit IPO price of $10.00. Furthermore, the outstanding HACI warrants are not entitled to participate in a liquidating distribution and the warrants will therefore expire worthless if HACI liquidates before completing the Acquisition or another business combination.
 
If HACI is unable to consummate the Acquisition or another business combination, HACI Public Stockholders will be forced to wait, at a minimum, until September 28, 2009 before receiving liquidation distributions.
 
HACI has until September 28, 2009 to consummate the Acquisition or another business combination. If HACI does not consummate the Acquisition or another business combination during such time period, HACI will liquidate in accordance with its charter. HACI has no obligation to return funds to HACI Public Stockholders prior to such date unless HACI consummates the Acquisition or another business combination prior thereto and only then in cases where HACI Public Stockholders have sought conversion of their shares. Only after the expiration of this full time period will HACI Public Stockholders be entitled to liquidation distributions if HACI is unable to complete the Acquisition or another business combination. Further, HACI may not be able to disburse the funds in the trust account immediately following September 28, 2009, until it has commenced the liquidation process in accordance with its charter and Delaware law. If HACI has not consummated the Acquisition or another business combination by September 28, 2009, HACI will automatically liquidate and dissolve without the need for a stockholder vote.
 
The ability of HACI Public Stockholders to exercise their conversion rights may not allow HACI to consummate the Acquisition or any other business combination or optimize its capital structure.
 
Each HACI Public Stockholder has the right to elect to convert its shares of HACI Common Stock for cash if such HACI Public Stockholder votes against the Acquisition Proposal, the Acquisition Proposal is approved and completed and the stockholder properly exercises its conversion rights in accordance with this proxy statement/prospectus. If a HACI Public Stockholder wishes to exercise its conversion rights, such stockholder must vote against the Acquisition Proposal, demand that HACI convert the shares held by such stockholder into cash by marking the appropriate space on the proxy card and provide physical or electronic delivery of such stockholder’s stock certificates or shares, as appropriate, as described in this proxy statement/


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prospectus prior to the special meeting of HACI stockholders. HACI will be permitted to proceed with the Acquisition only if it is able to confirm that it has sufficient funds to pay the consideration to consummate the Acquisition plus all sums due to HACI Public Stockholders who vote against the Acquisition Proposal and duly exercise their right to elect to convert their shares for cash. In addition, HACI will not consummate the Acquisition if holders of 30% or more of the outstanding Public Shares properly exercise their conversion rights. These restrictions may limit HACI’s ability to consummate the Acquisition.
 
If the Acquisition is not consummated, resources spent by HACI to research the Acquisition will have been wasted, which could materially adversely affect HACI’s subsequent attempts to locate and acquire or merge with another business.
 
The investigation of Resolute and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments in connection with the Acquisition have required substantial management time and attention, along with substantial costs for accountants, attorneys and others. If a decision is made to not complete the Acquisition, the costs incurred up to that point for the Acquisition likely would not be recoverable. Furthermore, HACI may fail to consummate the Acquisition for any number of reasons including those beyond HACI’s control, such as if the number of HACI Public Stockholders who vote against the Acquisition Proposal and properly exercise their conversion rights represent more than 30% (minus one share) of the outstanding Public Shares. Such an event would result in a loss to HACI of the related costs incurred which could materially adversely affect HACI’s subsequent attempts to locate and acquire or merge with another business.
 
If HACI’s due diligence investigation of Resolute was inadequate, then stockholders of the Company following the Acquisition could lose some or all of their investment.
 
Even though HACI conducted a due diligence investigation of Resolute, it cannot be sure that this diligence surfaced all material issues that may be present inside Resolute or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Resolute and its business and outside of its control will not later arise. Even if HACI’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with HACI’s preliminary risk analysis.
 
If third parties bring claims against HACI, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders may be less than approximately $      per share.
 
HACI’s placing of funds in the trust account may not protect those funds from third-party claims against us. Although HACI has sought, and will continue to seek to have, all vendors, prospective target businesses and other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements, and the execution of such an agreement is not a condition to HACI doing business with anyone. Even if they do execute such agreements, they would not be prevented from bringing claims against the trust account. There is also no guarantee that a court would uphold the validity of such waivers and, if a court failed to uphold the validity of such waivers, HACI would not be indemnified by Mr. Hicks, as discussed below.
 
Mr. Hicks, HACI’s founder and chairman of the board, has agreed that he will be liable to HACI if and to the extent any claims by a third party for services rendered or products sold to HACI or by a prospective target business, reduce the amounts in the trust account available for distribution to HACI stockholders in the event of a liquidation, except as to (i) any claims by a third party who executed a waiver (even if such waiver is subsequently found to be invalid and unenforceable) of any and all rights to seek access to the funds in the trust account and (ii) any claims under HACI’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that this indemnity obligation arose and Mr. Hicks did not comply with such obligation, HACI believes that it would have an obligation to seek enforcement of the obligation and that HACI’s board of directors would have a fiduciary duty to seek enforcement of such obligation on HACI’s behalf. Based on representations made to HACI by Mr. Hicks,


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HACI currently believes that Mr. Hicks is of substantial means and capable of funding his indemnity obligations, even though HACI has not asked him to reserve funds for such an eventuality. However, HACI cannot assure its stockholders that Mr. Hicks will be able to satisfy those obligations. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of HACI Public Stockholders and, as a result, the per-share liquidation amount would be less than $      due to claims of such creditors.
 
Additionally, if HACI is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in HACI’s bankruptcy estate and subject to the claims of third parties with priority over the claims of HACI stockholders. To the extent any bankruptcy claims deplete the trust account, HACI cannot assure its stockholders that it will be able to return to HACI Public Stockholders the liquidation amounts described in this proxy statement/prospectus.
 
HACI stockholders may be held liable for claims by third parties against HACI to the extent of distributions received by them.
 
Under Sections 280 through 282 of the Delaware General Corporation Law, or the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution conducted in accordance with the DGCL. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is HACI’s intention to make liquidating distributions to its stockholders as soon as reasonably possible after it liquidates; therefore, HACI does not intend to comply with those procedures.
 
Because HACI will not be complying with those procedures, it is required, pursuant to Section 281(b) of the DGCL, to adopt a plan of distribution that will reasonably provide for the payment, based on facts known to it at such time, of (i) all existing claims including those that are contingent, (ii) all pending proceedings to which it is a party and (iii) all claims that may be potentially brought against it within the subsequent 10 years. Accordingly, HACI would be required to provide for any creditors known to it at that time or those that it believes could be potentially brought against it within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. However, because HACI is a blank check company, rather than an operating company, and its operations are limited to searching for prospective target businesses to acquire, the most likely claims, if any, to arise would be from vendors that it engaged (such as accountants, attorneys, investment bankers, etc.) and potential target businesses. If HACI’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share or the amount distributed to the stockholder. HACI cannot assure its stockholders that it will properly assess all claims that may be potentially brought against it. As such, HACI stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of HACI stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, HACI cannot assure its stockholders that third parties will not seek to recover from its stockholders amounts owed to them by HACI.
 
If HACI is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by HACI stockholders. Furthermore, because HACI intends to distribute the then-remaining proceeds held in the trust account to HACI Public Stockholders promptly after its liquidation in the event that the Acquisition or another business combination has not been consummated by September 28, 2009, such distributions may be viewed or interpreted as giving preference to


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HACI Public Stockholders over any potential creditors with respect to access to or distributions from HACI’s assets. Also, HACI’s board of directors may be viewed as having breached its fiduciary duties to its creditors and/or acting in bad faith by paying HACI Public Stockholders from the trust account prior to addressing the claims of creditors, which may expose HACI to claims of punitive damages. HACI and its board of directors cannot assure its stockholders that claims will not be brought against it for these reasons.
 
If HACI is deemed to be an investment company under the Investment Company Act, HACI may be required to institute burdensome compliance requirements and HACI’s activities may be restricted, which may make it difficult to complete the Acquisition or another business combination.
 
If HACI is deemed to be an investment company under the Investment Company Act of 1940, or the Investment Company Act, its activities may be restricted, including restrictions on the nature of its investments and restrictions on the issuance of securities, each of which may make it difficult for HACI to complete the Acquisition or another business combination.
 
In addition, HACI may have imposed upon it burdensome requirements, including:
 
  •  registration as an investment company;
 
  •  adoption of a specific form of corporate structure; and
 
  •  reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
 
HACI does not believe that its anticipated principal activities will subject it to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 90 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, HACI believes that it will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If HACI were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which HACI has not allotted.
 
Changes in laws or regulations, or failure to comply with any laws and regulations, may adversely affect HACI’s business, investments and results of operations.
 
HACI is subject to laws and regulations enacted by national, regional and local governments. In particular, HACI will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on HACI’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, by any of the persons referred to above could have a material adverse effect on HACI’s business and results of operations.
 
HACI is dependent upon Mr. Hicks and his loss could adversely affect HACI’s ability to operate.
 
HACI’s operations are dependent upon a relatively small group of individuals and, in particular, upon its founder and chairman of the board, Mr. Hicks. HACI believes that its success depends on the continued service of Mr. Hicks, at least until it has consummated the Acquisition or another business combination. In addition, Mr. Hicks is not required to commit any specified amount of time to HACI’s affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. HACI does not have an employment agreement with, or key-man insurance on the life of, Mr. Hicks. The unexpected loss of the services of Mr. Hicks could have a detrimental effect on HACI.


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The Initial Stockholders own shares of HACI Common Stock and HACI warrants to purchase HACI Common Stock that were issued in private placements prior to or simultaneously with the IPO. These shares and warrants will not participate in liquidation distributions if HACI’s initial business combination is not consummated and, therefore, HACI’s officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for HACI’s initial business combination.
 
The Initial Stockholders own an aggregate of 13,800,000 Founder Shares and 13,800,000 Founder Warrants. The Sponsor also owns an additional 7,000,000 Sponsor Warrants. These shares and warrants will not participate in liquidation distributions if the Acquisition or another business combination is not consummated and, therefore, HACI’s officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for HACI’s initial business combination.
 
The Initial Stockholders have waived their rights to receive distributions with respect to the Founder Shares upon liquidation of HACI if HACI is unable to consummate the Acquisition or another business combination. Accordingly, the Founder Shares, as well as the Founder Warrants, will be worthless if HACI does not consummate the Acquisition or another business combination by September 28, 2009. The Sponsor Warrants will also expire worthless if HACI fails to consummate the Acquisition or another business combination within such time period. The personal and financial interests of HACI’s directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, HACI’s directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in HACI stockholders’ best interest.
 
The Sponsor, which is an entity controlled by Thomas O. Hicks, HACI’s founder and chairman of the board, controls a substantial interest in HACI and thus may influence certain actions requiring a stockholder vote.
 
The Sponsor owns 19.6% of the issued and outstanding shares of HACI Common Stock. Accordingly, the Sponsor will continue to exert control at least until the consummation by HACI of the Acquisition or another business combination. In the event the Initial Stockholders purchase any additional shares of HACI Common Stock, they will vote any such shares acquired by them in favor of the Acquisition or another business combination and in favor of an amendment to HACI’s charter to provide for HACI’s perpetual existence in connection with a vote to approve the Acquisition Proposal or another business combination. Furthermore, in the event that Mr. Hicks or HACI’s directors acquire Public Shares, HACI anticipates that they would vote such shares in favor of the Acquisition or another business combination. Thus, additional purchases of Public Shares by the Initial Stockholders would likely allow them to exert additional influence over the approval of the Acquisition Proposal or another business combination. Factors that would be considered in making such additional purchases would include consideration of the current trading price of HACI Common Stock. Another factor that would be taken into consideration would be that any such additional purchases would likely increase the chances that HACI’s initial business combination would be approved.
 
HACI, and after the consummation of the Acquisition, the Company, may redeem its warrantholders’ unexpired warrants prior to their exercise at a time that is disadvantageous to them, thereby making their warrants worthless.
 
HACI has, and after the consummation of the Acquisition, the Company, will have, the ability to redeem the outstanding Public Warrants or the Company Warrants, as applicable, at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant. These redemption rights with respect to the outstanding Public Warrants or the Company warrants, as applicable, could force warrant holders:
 
  •  to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so;
 
  •  to sell their warrants at the then current market price when they might otherwise wish to hold their warrants; or


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  •  to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants.
 
None of the Founder Warrants will be redeemable by HACI so long as they are held by the Initial Stockholders or their permitted transferees and none of the Sponsor Warrants will be redeemable by HACI or the Company, as applicable, so long as they are held by the Sponsor, Seller, or their respective transferees.
 
Members of HACI’s management team and board are, and may in the future become, affiliated with entities engaged in business activities similar to those conducted by HACI and may consider transactions with entities reviewed by HACI as possible targets.
 
Members of HACI’s management team and board are and may in the future become affiliated with entities engaged in business activities similar to those conducted by HACI and may consider transactions with entities reviewed by HACI as possible targets. As a result, certain officers or directors or their affiliates might pursue Acquisitions with businesses that were considered by HACI as possible targets.
 
The price of Company Common Stock after the consummation of the Acquisition may be volatile.
 
The price of Company Common Stock after the consummation of the Acquisition may be volatile, and may fluctuate due to factors such as:
 
  •  changes in oil and natural gas liquids prices;
 
  •  changes in production levels;
 
  •  actual or anticipated fluctuations in the Company’s quarterly and annual results and those of its publicly held competitors;
 
  •  mergers and strategic alliances among any exploration and production companies;
 
  •  market conditions in the industry;
 
  •  changes in government regulation and taxes;
 
  •  geological developments;
 
  •  the level of foreign imports of oil and natural gas and oil and natural gas liquids;
 
  •  fluctuations in the Company’s quarterly revenues and earnings and those of its publicly held competitors;
 
  •  shortfalls in the Company’s operating results from levels forecasted by securities analysts;
 
  •  investor sentiment toward the stock of exploration and production companies in general;
 
  •  announcements concerning the Company or its competitors; and
 
  •  the general state of the securities markets.
 
HACI may waive one or more of the conditions to the closing of the Acquisition without resoliciting stockholder approval for the Acquisition.
 
HACI may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Acquisition, to the extent permitted by applicable laws. HACI’s board of directors will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if HACI’s board of directors determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, HACI has the discretion to complete the Acquisition without seeking further stockholder approval.


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Following the consummation of the Acquisition, the Company will have anti-takeover provisions in its organizational documents that may discourage a change of control.
 
Following the consummation of the Acquisition, certain provisions of the Company’s charter and the Company’s bylaws may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.
 
These provisions provide for, among other things:
 
  •  a classified board of directors’ divided into three classes with staggered three-year terms;
 
  •  the removal of directors only for cause and only with the affirmative vote of holders of at least a majority of the voting power of all then outstanding shares of Company Common Stock entitled to vote generally in the election of directors;
 
  •  the board of director’s ability to authorize and issue undesignated preferred stock;
 
  •  advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at annual meetings;
 
  •  no ability for stockholders to call special stockholder meetings;
 
  •  no ability for stockholders to take action by written consent;
 
  •  the stockholders’ ability to amend, alter or repeal, or adopt any provision as part of the Company’s charter inconsistent with the provisions of the Company’s charter dealing with the Company’s board of directors, bylaws, meetings of the Company’s stockholders or amendment of the Company’s charter only by the affirmative vote of the holders of at least 662/3% of the voting power of all then outstanding shares of capital stock of the Company entitled to vote generally in the elections of directors, voting together as a single class (in addition to any other vote that may be required by law or any preferred stock designation); and
 
  •  the stockholders’ ability to adopt, amend, alter or repeal the Company’s bylaws only by the affirmative vote of the holders of at least 662/3% of the voting power of all then outstanding shares of capital stock of the Company entitled to vote generally in the elections of directors voting together as a single class.
 
In addition, Section 203 of the DGCL may, under certain circumstances, make it more difficult for a person who would be an “interested stockholder,” which is defined generally as a person with 15% or more of a corporation’s outstanding voting stock to effect a “business combination” with the corporation for a three-year period. A “business combination” is defined generally as mergers, consolidations and certain other transactions, including sales, leases or other dispositions of assets with an aggregate market value equal to 10% or more of the aggregate market value of the corporation.
 
These anti-takeover provisions could make it more difficult for a third party to acquire the Company, even if the third party’s offer may be considered beneficial by many stockholders. As a result, stockholders may be limited in their ability to obtain a premium for their shares.
 
The New York Stock Exchange may fail to list the Company’s securities on its exchange, or delist the Company’s securities from quotation on its exchange in the future, which could limit investors’ ability to make transactions in its securities and subject the Company to additional trading restrictions.
 
The Company intends to list its securities on the New York Stock Exchange, or the NYSE, a national securities exchange. However, the Company cannot assure you that its securities will be listed, or will continue to be listed, on the NYSE, following the consummation of the Acquisition. Additionally, the Company will be required to file an initial listing application for the NYSE and meet the NYSE’s initial listing requirements as opposed to its more lenient continued listing requirements. The Company cannot be certain that it will be able to meet those initial listing requirements at that time.


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If the NYSE fails to list the Company’s securities on its exchange, or delists the Company’s securities from trading on its exchange in the future, the Company could face significant material adverse consequences, including:
 
  •  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 Company Common Stock;
 
  •  a limited amount of news and analyst coverage; 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 Acquisition.
 
Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, will require that the Company evaluate and report on its system of internal controls and that the Company have such system of internal controls. If the Company fails to maintain the adequacy of its internal controls, it could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm the Company’s business. Section 404 of the Sarbanes-Oxley Act also requires that the Company’s independent registered public accounting firm report on management’s evaluation of the Company’s system of internal controls. The development of the internal controls in order to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the Acquisition. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over its financial processes and reporting in the future, could harm the Company’s operating results or cause the Company to fail to meet its reporting obligations. Inferior internal controls could also cause investors to lose confidence in the Company’s reported financial information, which could have a negative effect on the trading price of the shares of Company Common Stock.
 
The sale or availability for sale of substantial amounts of shares of Company Common Stock and the Company warrants could cause the price of Company Common Stock and the Company warrants to decline.
 
Upon the consummation of the Acquisition, the Initial Stockholders and Seller or its affiliate will own at least 4.6 million and 9.2 million shares of Company Common Stock, respectively (in addition to Company Earnout Shares and warrants exercisable for Company Common Stock). In the future, such shares may be sold from time to time in the public market pursuant to the registration rights to be granted in connection with the Acquisition or pursuant to Rule 144. Such sales may commence after 180 days after the closing of the Acquisition. The sale of these shares or the availability for future sale of these shares could adversely affect the market price of Company Common Stock and could impair the future ability of the Company to raise capital through offerings of Company Common Stock.
 
The financial statements included in this proxy statement/prospectus do not take into account the consequences to HACI of a failure to consummate a business combination by September 28, 2009.
 
The financial statements included in this proxy statement/prospectus have been prepared assuming that HACI would continue as a going concern. As discussed in Note 1 to the Notes to the HACI Financial Statements for the year ended December 31, 2008, HACI is required to consummate an initial business combination by September 28, 2009. The possibility of the Acquisition or another business combination not being consummated raises substantial doubt as to HACI’s ability to continue as a going concern and the financial statements do not include any adjustments that might result from the outcome of this uncertainty.


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HACI stockholders at the time of the Acquisition who purchased HACI units in the IPO and do not properly exercise their conversion rights with respect to their Public Shares may have rescission rights and related claims.
 
There are several aspects of the Acquisition and the other matters described in this proxy statement/prospectus which were not described in the prospectus issued by HACI in connection with its IPO. These include that HACI may seek to amend its charter prior to the consummation of a business combination, that funds in the trust account might be used, directly or indirectly, to purchase Public Shares other than from holders who have voted against the Acquisition Proposal and properly demanded that their Public Shares be converted into cash, that HACI may consummate a business combination with an entity engaged in the energy industry or that HACI may seek to amend the terms of the Warrant Agreement and exchange its outstanding Public Warrants for cash financed out of the trust account. Consequently, HACI’s filing of the Charter Amendment in connection with the Acquisition, HACI’s use of funds in the trust account to purchase Public Shares from HACI stockholders who have indicated their intention to vote against the Acquisition Proposal and convert their Public Shares into cash, HACI’s consummation of a business combination with Seller which operates in the energy industry and the exchange of a portion of the outstanding HACI warrants for cash might be grounds for a HACI stockholder who purchased HACI units in the IPO, excluding the Initial Stockholders, and who still held their HACI units at the time of the Acquisition without seeking to convert their Public Shares into a pro rata portion of the trust account, to seek rescission of their purchase of the HACI units that such HACI stockholder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of such stockholders shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares.


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
HACI, the Company, and Resolute make forward-looking statements in this proxy statement/prospectus. These forward-looking statements relate to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. Specifically, forward-looking statements may include statements relating to:
 
  •  the benefits of the transaction;
 
  •  the future financial performance of the Company following the consummation of the Acquisition;
 
  •  the growth of the market for the Company’s hydrocarbon products;
 
  •  expansion plans and opportunities; and
 
  •  other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
 
These forward-looking statements are based on information available to HACI, the Company and/or Resolute as of the date of this proxy statement/prospectus and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing HACI’s, the Company’s or Resolute’s views as of any subsequent date and none of HACI, Seller, the Company or Resolute undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
 
These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
 
  •  HACI’s ability to consummate the Acquisition or another initial business combination within the specified time limits;
 
  •  approval of the Acquisition Proposal by HACI stockholders and satisfaction of other closing conditions to the Acquisition;
 
  •  costs of the Acquisition;
 
  •  success in retaining or recruiting, or changes required in, the Company’s officers, key employees or directors following the Acquisition;
 
  •  listing or delisting of HACI’s securities from the NYSE Amex or the ability to have the Company’s securities listed on the NYSE following the Acquisition;
 
  •  the potential liquidity and trading of HACI’s and the Company’s public securities;
 
  •  the Company’s revenues and operating performance;
 
  •  the competitive environment in the industry in which Resolute operates;
 
  •  changes in overall economic conditions;
 
  •  anticipated business development activities of the Company following the consummation of the Acquisition;
 
  •  Resolute’s loss of large customers;
 
  •  changes in oil and natural gas prices;
 
  •  changes in production levels;
 
  •  risks associated with environmental regulation and liabilities;


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  •  risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and
 
  •  risk factors listed in this proxy statement/prospectus under “Risk Factors” beginning on page 32.
 
Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. None of HACI, the Company or Resolute undertakes any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


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CAPITALIZATION
 
The following table sets forth the capitalization on an unaudited, actual basis of each of HACI and Resolute as of March 31, 2009 and the capitalization on an unaudited, as adjusted basis as of March 31, 2009 after giving effect to the Acquisition, assuming both the conversion of the maximum number of HACI Common Stock (16,559,999 shares) and the minimum conversion of no shares of HACI Common Stock. Please refer to “Unaudited Pro Forma Financial Information,” and “Special Meeting of HACI Warrantholders and Special Meeting in Lieu of 2009 Annual Meeting of HACI Stockholders — Conversion Rights.
 
                                 
    Historical     As Adjusted  
                Assuming
    Assuming
 
                Maximum
    Minimum
 
    HACI     Resolute     Conversion     Conversion  
    (in $ thousands)  
 
Cash and cash equivalents
  $ 230     $ 235     $ 465     $ 90,265  
Cash and marketable securities held in trust
    540,100                    
                                 
    $ 540,330     $ 235     $ 465     $ 90,265  
                                 
Long-term debt, including current portion
                               
Term Loan
  $     $ 225,000     $     $  
Revolving Credit Facility(1)
          193,120       73,612        
                                 
            418,120       73,612        
                                 
Common stock, subject to possible redemption
    160,798                    
Deferred interest attributable to common stock subject to possible redemption (net of taxes)     2,614                    
Total stockholders’ and member’s equity (deficit)
    359,886       (168,306 )     439,351       602,763  
                                 
      523,298       (168,306 )     439,351       602,763  
                                 
Total Capitalization
  $ 523,298     $ 249,814     $ 512,963     $ 602,763  
                                 
 
 
(1) As of March 31, 2009, a maximum of $284 million was available for borrowing under the revolving credit facility and $8.5 million of letters of credit were outstanding on Resolute’s revolving credit facility. Unused availability under the borrowing base as of March 31, 2009 was $82.4 million. Effective May 12, 2009, the borrowing base under the revolving credit facility was reduced to $240 million.


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Before you grant your proxy or instruct how your vote should be cast or vote on the proposals set forth in this proxy statement/prospectus, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this proxy statement/prospectus could have a material adverse effect on HACI, the Company or Resolute.
 
SPECIAL MEETING OF HACI WARRANTHOLDERS
AND SPECIAL MEETING IN LIEU OF 2009 ANNUAL MEETING OF HACI STOCKHOLDERS
 
General
 
HACI is furnishing this proxy statement/prospectus to its warrantholders and stockholders as part of the solicitation of proxies by its board of directors for use at the special meeting of HACI warrantholders and special meeting in lieu of 2009 annual meeting of HACI stockholders to be held on           , 2009, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to HACI warrantholders and HACI stockholders on or about          , 2009. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of HACI warrantholders and special meeting of HACI stockholders, as applicable.
 
Date, Time and Place
 
The special meeting of HACI warrantholders will be held on           , 2009, at          , Central Standard time, at the offices of Akin Gump Strauss Hauer & Feld, LLP at 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201, or such other date, time and place to which such meeting may be adjourned or postponed. The special meeting of HACI stockholders will be held immediately following the special meeting of HACI warrantholders at           , Central Standard time, at the offices of Akin Gump Strauss Hauer & Feld, LLP at 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201, or such other date, time and place to which such meeting may be adjourned or postponed.
 
Purpose of the Special Meeting of HACI Warrantholders
 
At the special meeting of HACI warrantholders, HACI will ask holders of HACI warrants to consider and vote upon the following proposals:
 
(1) The Warrant Amendment Proposal — to consider and vote upon a proposal to amend the Warrant Agreement which governs the terms of HACI’s outstanding warrants in connection with HACI’s consummation of the Acquisition, which we refer to as the Warrant Amendment. The Warrant Amendment would allow HACI warrantholders to elect to receive in the Acquisition for each Public Warrant either (i) the right to receive $0.55 in cash or (ii) one Company warrant, subject to adjustment and proration as described in this proxy statement/prospectus. If the Acquisition is consummated, any warrantholder who votes against the approval of the Warrant Amendment Proposal or who makes no election will receive $0.55 in cash in exchange for its Public Warrants;
 
(2) The Warrantholder Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting of HACI warrantholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Warrant Amendment Proposal; and
 
(3) Such other procedural matters as may properly come before the special meeting of HACI warrantholders or any adjournment or postponement thereof.
 
Purpose of the Special Meeting of HACI Stockholders
 
At the special meeting of HACI stockholders, HACI will ask holders of HACI Common Stock to consider and vote upon the following proposals:
 
(1) The Director Election Proposal — to elect two Class I and two Class II director nominees to serve on HACI’s board of directors;


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(2) The Charter Amendment Proposal — to consider and vote upon an amendment to HACI’s charter which we refer to as the Charter Amendment, to provide for its perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business;
 
(3) The Acquisition Proposal — to consider and vote upon a proposal to adopt the Acquisition Agreement and to approve the transactions contemplated thereby, pursuant to which the Company will own 100% of the ownership interest in HACI and Seller’s business and operations;
 
(4) The Stockholder Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting of HACI stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Charter Amendment Proposal or the Acquisition Proposal; and
 
(5) Such other procedural matters as may properly come before the special meeting of HACI stockholders or any adjournment or postponement thereof.
 
Recommendation of HACI Board of Directors
 
After careful consideration of each of the proposals, HACI’s board of directors has determined that each of the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal is fair to, and in the best interests of, HACI and HACI warrantholders and recommends that HACI warrantholders vote FOR the Warrant Amendment Proposal and FOR the Warrantholder Adjournment Proposal.
 
After careful consideration of each of the proposals, HACI’s board of directors has determined that each of the Director Election Proposal, the Charter Amendment Proposal, the Acquisition Proposal and the Stockholder Adjournment Proposal is fair to, and in the best interests of, HACI and HACI stockholders and recommends that HACI stockholders vote FOR the Director Election Proposal, FOR the Charter Amendment Proposal, FOR the Acquisition Proposal and FOR the Stockholder Adjournment Proposal.
 
Record Date; Who is Entitled to Vote
 
HACI has fixed the close of business on          , 2009, as the record date for determining the HACI warrantholders and the HACI stockholders entitled to notice of and to attend and vote at the special meeting of HACI warrantholders and the special meeting of HACI stockholders, respectively. As of the close of business on          , 2009, there were 76,000,000 HACI warrants outstanding and entitled to vote. Each HACI warrant is entitled to one vote for each share of HACI Common Stock issuable upon exercise of the warrant at the special meeting of HACI warrantholders. As of the close of business on           , 2009, there were 69,000,000 shares of HACI Common Stock outstanding and entitled to vote, of which 55,200,000 are Public Shares. Each share of HACI Common Stock is entitled to one vote per share at the special meeting of HACI stockholders.
 
Required Vote for Warrantholder Proposals
 
Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the Public Warrants as of the record date.
 
Approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the outstanding HACI warrants represented in person or by proxy at the special meeting of HACI warrantholders and entitled to vote thereon as of the record date.
 
Quorum and Required Vote for Stockholder Proposals
 
A quorum of HACI stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of HACI stockholders if a majority of the HACI Common Stock outstanding and entitled to


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vote at the special meeting of HACI stockholders is represented in person or by proxy. Abstentions and broker non-votes, which are discussed further below, will count as present for the purposes of establishing a quorum.
 
Election of the four nominees requires a plurality of the votes cast, in person or by proxy.
 
Approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of HACI Common Stock entitled to vote thereon, as of the record date.
 
Approval of the Acquisition Proposal requires the affirmative vote of a majority of the issued and outstanding HACI Common Stock entitled to vote thereon, as of the record date. In addition, the Acquisition will not be consummated if holders of 30% or more of the Public Shares vote against the Acquisition Proposal and properly exercise their conversion rights. A HACI stockholder cannot seek conversion of its Public Shares unless such stockholder votes against the Acquisition Proposal.
 
Approval of the Stockholder Adjournment Proposal requires a majority of the votes cast by holders of shares of HACI Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting of HACI stockholders.
 
As of the record date for the special meeting of HACI stockholders, the Initial Stockholders held approximately 20% of the outstanding shares of HACI Common Stock, which consists of the Founder Shares acquired prior to the IPO. In connection with the IPO, HACI and the representative of the underwriters in the IPO entered into agreements with the Initial Stockholders pursuant to which the Initial Stockholders agreed to vote:
 
  •  all of their Founder Shares in accordance with the majority of the votes cast with respect to the Acquisition Proposal by the Public Stockholders,
 
  •  any Public Shares acquired in or after the IPO in favor of the Acquisition Proposal, and
 
  •  all shares of HACI Common Stock held by them in favor of the Charter Amendment Proposal.
 
This voting arrangement does not apply to any proposal other than the Acquisition Proposal and the Charter Amendment Proposal. If the Initial Stockholders or HACI’s officers and directors purchase Public Shares from existing HACI Public Stockholders that are likely to vote against the Acquisition Proposal or that are likely to elect to exercise their conversion rights, the probability that the Acquisition Proposal will be approved would increase.
 
Abstentions and Broker Non-Votes
 
Under the rules of various national and regional securities exchanges your broker, bank or nominee cannot vote your shares or warrants with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. The election of directors is a routine item so brokers who do not receive instructions as to how to vote on the Director Election Proposal may generally vote on this matter. HACI believes all other proposals presented to the stockholders and to the warrantholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares or warrants without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares or warrants, as the case may be; this indication that a bank, broker or nominee is not voting your shares is which we refer to as a “broker non-vote.”
 
Abstentions and broker non-votes will have no effect on the election of directors.
 
Abstentions will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal. A broker non-vote will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal. Broker non-votes will have no effect on the Warrantholder Adjournment Proposal.
 
Abstentions are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Charter Amendment Proposal, the Acquisition Proposal and the Stockholder


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Adjournment Proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have the affect of a vote “AGAINST” the Charter Amendment Proposal and the Acquisition Proposal and will have no effect on the Stockholder Adjournment Proposal.
 
Voting Your Warrants or Shares
 
Each HACI warrant or share of HACI Common Stock that you own in your name entitles you to one vote on the applicable proposals. Your one or more proxy cards show the number of shares of HACI Common Stock or HACI warrants, as the case may be, that you own. There are two ways to vote your shares of HACI Common Stock and HACI warrants:
 
  •  You can vote by signing and returning the enclosed warrantholder and/or stockholder proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your warrants or shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your warrants, your warrants will be voted, as recommended by HACI’s board of directors: “FOR” the Warrant Amendment Proposal and “FOR” the Warrantholder Adjournment Proposal. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of common stock will be voted, as recommended by HACI’s board of directors: “FOR” the Director Election Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Acquisition Proposal and “FOR” the Stockholder Adjournment Proposal.
 
  •  You can attend the special meeting of HACI warrantholders or the special meeting of HACI stockholders, as applicable, and vote in person. You will be given a ballot when you arrive. However, if your HACI warrants or shares of HACI Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way HACI can be sure that the broker, bank or nominee has not already voted your warrants or shares of common stock.
 
  •  IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE ACQUISITION PROPOSAL (AS WELL AS THE OTHER PROPOSALS) AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF HACI’S INITIAL PUBLIC OFFERING ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE TRANSACTION PROPOSAL AND DEMAND THAT HACI CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE ACQUISITION PROPOSAL TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST ELECT TO HAVE THOSE SHARES CONVERTED TO CASH ON THE PROXY CARD AT THE SAME TIME YOU VOTE AGAINST THE ACQUISITION PROPOSAL, AND PRIOR TO THE SPECIAL MEETING EITHER DELIVER YOUR STOCK CERTIFICATES TO HACI’S TRANSFER AGENT OR DELIVER YOUR SHARES ELECTRONICALLY TO HACI’S TRANSFER AGENT USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN “HACI’S BUSINESS — PROCEDURES REQUIRED FOR CONVERSION.” IF THE ACQUISITION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR SHARES TO THE DTC ACCOUNT OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY, HACI’S TRANSFER AGENT, WITHIN TEN BUSINESS DAYS FOLLOWING THE VOTE ON THE ACQUISITION PROPOSAL.


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Revoking Your Proxy
 
If you give a proxy, you may revoke it at any time before the special meeting of HACI warrantholders or the special meeting of HACI stockholders, as the case may be, or at such meeting by doing any one of the following:
 
  •  you may send another proxy card with a later date;
 
  •  you may notify Thomas O. Hicks, Jr., HACI’s secretary, in writing before the applicable special meeting that you have revoked your proxy; or
 
  •  you may attend the applicable special meeting, revoke your proxy, and vote in person, as indicated above.
 
No Additional Matters May Be Presented at the Special Meetings
 
The special meeting of HACI warrantholders has been called only to consider the approval of the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal, if necessary. The special meeting of HACI stockholders has been called only to consider the approval of the Director Election Proposal, the Charter Amendment Proposal, the Acquisition Proposal and the Stockholder Adjournment Proposal, if necessary. Under HACI’s bylaws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at either special meeting if they are not included in the notice of the applicable special meeting.
 
Who Can Answer Your Questions About Voting Your Shares or Warrants
 
If you have any questions about how to vote or direct a vote in respect of your shares of HACI Common Stock or your HACI warrants, you may call                                                 , at                    .
 
Conversion Rights
 
As a result of the proposed Acquisition, each HACI Public Stockholder has the right to vote against the Acquisition Proposal and demand that HACI convert its Public Shares into a pro rata share of the aggregate amount then on deposit in the trust account, before payment of deferred underwriting commissions and including interest earned on its pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to $6.6 million on the trust account previously released to HACI to fund its working capital, if the Acquisition is approved and completed. HACI expects that the conversion price will be less than the per unit IPO price of $10.00 per unit. The Initial Stockholders will not have conversion rights with respect to the Founder Shares purchased by them prior to the IPO.
 
A HACI Public Stockholder who wishes to exercise its conversion rights may request conversion of its Public Shares at any time after the mailing of this proxy statement/prospectus and prior to the vote taken with respect to the Acquisition Proposal, but the request will not be granted unless the HACI Public Stockholder votes against the Acquisition Proposal, the Acquisition Proposal is approved and the Acquisition completed, the HACI Public Stockholder holds its shares through the closing of the Acquisition and the HACI Public Stockholder follows the specific procedures for conversion set forth in this proxy statement/prospectus. If a HACI Public Stockholder votes against the Acquisition Proposal but fails to properly exercise its conversion rights, such stockholder will not have its shares of HACI Common Stock converted into cash. HACI will not complete the Acquisition if HACI Public Stockholders owning 30% or more of the Public Shares exercise their conversion rights. Because the conversion price will likely be lower than the $10.00 per unit offering price of the HACI units, and may be less than the market price of HACI Common Stock on the date of conversion, there may be a disincentive on the part of the HACI Public Stockholders to exercise their conversion rights.


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A HACI Public Stockholder may request conversion at any time after the mailing of this proxy statement/prospectus and prior to the vote taken with respect to the Acquisition Proposal at the special meeting of HACI stockholders. Any request for conversion, once made, may be withdrawn at any time prior to the date of the special meeting of HACI stockholders. If a HACI Public Stockholder wishes to exercise its conversion rights, the stockholder must vote against the Acquisition Proposal, demand that HACI convert their Public Shares into cash by marking the appropriate space on the proxy card and provide physical or electronic delivery of such stockholder’s stock certificates or shares, as appropriate, as described below, prior to the special meeting of HACI stockholders. If, notwithstanding the stockholder’s vote, the Acquisition is consummated and the stockholder follows the procedures required for conversion, then the stockholder will be entitled to receive a pro rata share of the trust account, before payment of deferred underwriting discounts and including interest earned on its pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to $6.6 million on the trust account released to HACI to fund its working capital. A HACI Public Stockholder will not be able to transfer its shares following the approval of the Acquisition Proposal unless the Acquisition Agreement is terminated. A HACI Public Stockholder who exercises its conversion rights will exchange the Public Shares held by such stockholder for cash and will no longer own those shares, although the stockholder will still have the right to exercise any HACI warrants it still holds. If the Acquisition is not consummated then a stockholder’s shares will not be converted into cash and will be returned to the stockholder, even if such stockholder elected to convert. HACI anticipates that the funds to be distributed to HACI Public Stockholders who elect conversion will be distributed promptly after completion of the Acquisition. HACI Public Stockholders who exercise their conversion rights will have the right to exercise any HACI warrants they still hold.
 
HACI Public Stockholders must tender their shares to Continental Stock Transfer & Trust Company, the transfer agent for HACI, prior to the special meeting of HACI stockholders or deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System.
 
In order to physically deliver stock certificates, the HACI Public Stockholders must comply with the following steps. If the shares are held in street name, a HACI Public Stockholder must instruct its account executive at its bank or broker to withdraw the shares from the HACI Public Stockholder’s account and request that a physical certificate be issued in the HACI Public Stockholder’s name. No later than the day prior to the special meeting of HACI stockholders, a HACI Public Stockholder must present a written instruction to Continental Stock Transfer & Trust Company that it wishes to convert its shares into cash and confirm that the HACI Public Stockholder has held the shares since the record date and will not sell or transfer the shares prior to the closing of the Acquisition. Certificates that have not been tendered in accordance with these procedures by the day prior to the special meeting of HACI stockholders will not be converted into cash. In the event that a HACI Public Stockholder tenders its shares and decides prior to the special meeting of HACI stockholders that it does not want to convert its shares, the HACI Public Stockholder may withdraw its tender. In the event that a HACI Public Stockholder tenders shares and the Acquisition is not completed, these shares will not be converted into cash and the physical certificates representing the shares will be returned to the HACI Public Stockholder.
 
Appraisal Rights
 
Under applicable Delaware law, you do not have appraisal rights with respect to your Public Shares.
 
Proxy Solicitation Costs
 
HACI is soliciting proxies on behalf of its board of directors. All solicitation costs will be paid by HACI. This solicitation is being made by mail but also may be made by telephone or in person. HACI and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means, including e-mail and facsimile. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. Sloane & Company, LLC, a proxy solicitation firm that HACI has engaged to assist it in soliciting proxies, will be paid a fee based on an hourly rate plus out-of-pocket expenses, with a minimum fee of $25,000.


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HACI will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. HACI will reimburse them for their reasonable expenses.
 
HACI, Parent, the Company, Seller and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies. The underwriters of the IPO may provide assistance to HACI, Parent, the Company, Seller and their respective directors and executive officers, and may be deemed to be participants in the solicitation of proxies. $5.5 million of the underwriting commissions relating to the IPO are deferred pending stockholder approval of HACI’s initial business combination, and HACI stockholders and warrantholders are advised that the underwriters have a financial interest in the successful outcome of the proxy solicitation.
 
Vote of the Initial Stockholders
 
As of          , 2009, the record date for the special meeting of HACI stockholders, the Initial Stockholders and their affiliates beneficially owned and were entitled to vote 13,800,000 Founder Shares, which collectively constitute 20% of the issued and outstanding HACI Common Stock.
 
In connection with the IPO, HACI and the representative of the underwriters in the IPO entered into agreements with the Initial Stockholders pursuant to which the Initial Stockholders agreed to vote:
 
  •  all of their Founder Shares in accordance with the majority of the votes cast with respect to the Acquisition Proposal by the Public Stockholders;
 
  •  any Public Shares acquired in or after the IPO in favor of the Acquisition Proposal; and
 
  •  all shares of HACI Common Stock held by them in favor of the Charter Amendment Proposal.
 
This voting arrangement does not apply to any proposal other than the Acquisition Proposal and the Charter Amendment Proposal. Approval of each of the Acquisition Proposal and the Charter Amendment Proposal requires the affirmative vote of a majority of the outstanding HACI Common Stock as of the record date. If the Initial Stockholders or HACI’s officers and directors purchase Public Shares from existing HACI Public Stockholders that are likely to vote against the Acquisition Proposal or that are likely to elect to exercise their conversion rights, the probability that the Acquisition Proposal will be approved would increase.
 
The Initial Stockholders have waived any conversion rights, including with respect to Public Shares purchased in the IPO or in the aftermarket. In addition, the Founder Warrants and the Sponsor Warrant do not have liquidation rights and will be worthless if a business combination is not effected by HACI by September 28, 2009. However, the Initial Stockholders are entitled to participate in liquidation distributions with respect to any Public Shares purchased as part of the HACI units issued in the IPO or in the aftermarket in the event that HACI fails to consummate a business combination by September 28, 2009.
 
Outstanding Public Warrants
 
The closing price as reported by NYSE Amex of HACI warrants on          , 2009 (the record date for the special meeting of HACI warrantholders) was $          . Prior to voting on the Warrant Amendment Proposal, HACI warrantholders should verify the market price of the HACI warrants as they may receive higher proceeds from the sale of their warrants in the public market than from HACI’s exchange of the Public Warrants for cash in connection with the Acquisition if the market price per warrant is higher than the Cash Exchange price of $0.55 per warrant. HACI cannot assure its warrantholders that they will be able to sell their warrants in the open market, even if the market price per warrant is higher than the exchange price stated above, as there may not be sufficient liquidity in HACI’s securities when HACI warrantholders wish to sell their warrants.


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If you elect to participate in the Cash Exchange, you will be exchanging your Public Warrants for cash and will no longer own those warrants. You will be entitled to receive cash for these warrants only if you deliver your warrant certificate (either physically or electronically) to HACI’s transfer agent in accordance with the procedures outlined in the section entitled “The Warrant Amendment Proposal.” Additionally, if you select the Warrant Exchange, you will be exchanging your Public Warrants for the Company warrants and must exchange your Public Warrant in accordance with the procedures outlined in the section entitled “The Warrant Amendment Proposal.”


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THE WARRANT AMENDMENT PROPOSAL
 
Purpose of the Warrant Amendment
 
In connection with the proposed Acquisition, HACI is proposing an amendment to the Warrant Agreement governing all of the HACI Warrants, which we refer to as the Warrant Amendment, in order to, among other things, allow each HACI warrantholder to elect to receive in the Acquisition, for each Public Warrant held by such holder, either (i) the right to receive $0.55 in cash, or the Cash Amount, or (ii) a new warrant exercisable for one share of Company Common Stock, or the Company warrant, subject to adjustment and proration as described below. If the Acquisition is consummated, any warrantholder who votes against the approval of the Warrant Amendment Proposal or who makes no election will receive $0.55 in cash in exchange for its Public Warrants. We refer to the elections by HACI warrantholders to receive the Company warrants as the Warrant Election. We further refer to the exchange of Public Warrants for the Cash Amount as the Cash Exchange and the exchange of Public Warrants for the Company warrants as the Warrant Exchange.
 
HACI will exchange up to fifty percent (50%) (or 27,600,000) of the Public Warrants outstanding immediately prior to the consummation of the Acquisition for Company warrants, which we refer to as the Warrant Limit. If HACI warrantholders elect to receive in the aggregate more Company warrants than the Warrant Limit, the total Company warrants exchanged will be proportioned among the HACI warrantholders who make a Warrant Election by multiplying the number of Company warrants evidenced by a specific Warrant Election by a fraction (x) the numerator of which is the Warrant Limit and (y) the denominator of which is the aggregate number of Company warrants evidenced by all Warrant Elections. Further, Public Warrants for which HACI warrantholders make no election will be converted into the right to receive the Cash Exchange. There is, however, no limit on the number of warrants that may be exchanged for cash. In the event that the Warrant Amendment Proposal is approved, HACI warrantholders who voted against the Warrant Amendment Proposal will have the right to receive the Cash Amount.
 
The terms of the Company warrants will be substantially similar to the terms of the Public Warrants, except that the Company warrants:
 
  •  will be exercisable for shares of Company Common Stock;
 
  •  will have an exercise price of $13.00;
 
  •  will expire five years from the closing of the Acquisition; and
 
  •  will be redeemable by the Company in whole or in part at a price of $0.01 per warrant if the sales price of Company Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 day trading period.
 
Pursuant to Section 18 of the Warrant Agreement, HACI and the Warrant Agent may amend any provision of the Warrant Agreement with the consent of the holders of HACI warrants exercisable for a majority in interest of the shares of HACI Common Stock issuable upon exercise of all outstanding HACI warrants that would be affected by such amendment. Approval of the Warrant Amendment Proposal requires the affirmative vote of a majority of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the Public Warrants as of the record date. The approval of the Warrant Amendment Proposal is a condition to the consummation of the Acquisition. If the HACI warrantholders approve the Warrant Amendment Proposal, then the Warrant Agreement will be amended and the Public Warrants will be permitted to be converted upon consummation of the Acquisition.
 
HACI believes the Cash Exchange and Warrant Exchange will provide benefits to HACI and its warrantholders, including the following:
 
  •  HACI believes that the Cash Exchange is an important step in the consummation of the Acquisition because reduction of warrants in the Company’s capital structure following the consummation of the Acquisition will increase the Company’s strategic opportunities and attractiveness to future investors; and


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  •  The closing price of HACI warrants on          , 2009 was $          . The Cash Amount of $0.55 per warrant is a significant premium to the current market price for the warrants. HACI’s board of directors believes the Cash Amount is fair to HACI warrantholders.
 
In the event the Warrant Amendment Proposal is not approved, the Acquisition Proposal will not be presented to HACI stockholders for a vote. If the Acquisition is not consummated and HACI does not consummate another business combination by September 28, 2009, HACI will be required to liquidate and all HACI warrants will expire worthless.
 
Warrantholders should note that they will recognize gain or loss for Federal income tax purposes if the Warrant Amendment Proposal is approved and the Warrant Exchange and Cash Exchange are consummated, although such treatment with respect to the Warrant Exchange is not free from doubt for holders who exchange both Public Warrants and HACI Common Stock in the Merger. For a discussion of the tax consequences of the Acquisition for HACI warrantholders, please see the sections entitled “The Acquisition — Material Federal Income Tax Consequences of the Acquisition” and “Material U.S. Federal Income Tax Consequences.”
 
Certain Effects of the Cash Exchange
 
Approximately $15.2 million will be required to purchase warrants in the Cash Exchange, plus approximately $      of related fees and expenses. The Cash Exchange will be funded from the funds released to HACI from the trust account in connection with the consummation of the Acquisition.
 
Warrant Election/Exchange Procedures
 
          , or the Exchange Agent has been appointed by HACI to receive elections by HACI warrantholders to receive either the Cash Amount or the Company Warrants, each an Election, and to act as exchange agent with respect to the Merger. HACI will prepare a form of election, pursuant to which each holder of Public Warrants may make its Election. An Election will have been properly made only if a properly completed and signed form of election and accompanied Public Warrant certificate or certificates to which such Form of Election relates (i) is received by the Exchange Agent prior to the date and time of the special meeting of HACI warrantholders, or the Election Date or (ii) is delivered to the Exchange Agent at the special meeting of HACI warrantholders.
 
Any Public Warrant holder may at any time prior to the Election Date change such holder’s election if the Exchange Agent receives (i) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (ii) at the special meeting of HACI warrantholders a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date.
 
In connection with the above procedures, (i) the holders of warrant certificates evidencing Public Warrants will surrender such certificates to the Exchange Agent, (ii) upon surrender of a warrant certificate the holder thereof will be entitled to receive the applicable consideration, and (iii) the warrant certificates surrendered will be canceled. The Cash Amount is substantially less than the market price of the shares of HACI Common Stock issuable upon exercise of the Public Warrants but the Cash Amount is substantially more than the price that could be obtained upon the sale of Public Warrants in the open market. See the section entitled “Price Range of Securities and Dividends” herein for information on the historical market prices for HACI warrants and HACI Common Stock on the NYSE Amex.
 
To physically surrender warrants for exchange, holders should deliver certificates representing their warrants to the Exchange Agent, at the following address:
 




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Required Vote
 
Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of a majority in interest of the shares of HACI Common Stock issuable upon exercise of the Public Warrants as of the record date.
 
Recommendation
 
THE BOARD OF DIRECTORS RECOMMENDS THAT HACI WARRANTHOLDERS VOTE “FOR” THE APPROVAL OF THE WARRANT AMENDMENT PROPOSAL.


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THE WARRANTHOLDER ADJOURNMENT PROPOSAL
 
The Warrantholder Adjournment Proposal, if adopted, will allow HACI’s board of directors to adjourn the special meeting of HACI warrantholders to a later date or dates to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the consummation of the Cash Exchange and Warrant Exchange. The Warrantholder Adjournment Proposal will only be presented to HACI warrantholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting of HACI warrantholders to approve the Warrant Amendment Proposal.
 
Consequences if the Warrantholder Adjournment Proposal is Not Approved
 
If the Warrantholder Adjournment Proposal is not approved by the warrantholders, HACI’s board of directors may not be able to adjourn the special meeting of HACI warrantholders to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the Warrant Amendment Proposal. In such event, the Cash Exchange and the Warrant Exchange would not be approved and, unless HACI were able to consummate a business combination by September 28, 2009, it would be required to dissolve and liquidate and all HACI warrants would expire worthless.
 
Required Vote
 
Adoption of the Warrantholder Adjournment Proposal requires the affirmative vote of a majority in interest of the shares of common stock issuable upon exercise of the outstanding HACI warrants as of the record date represented in person or by proxy at the special meeting of HACI warrantholders and entitled to vote thereon. Adoption of the Warrantholder Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.
 
Recommendation
 
HACI’S BOARD OF DIRECTORS RECOMMENDS THAT HACI WARRANTHOLDERS VOTE “FOR” THE APPROVAL OF THE WARRANTHOLDER ADJOURNMENT PROPOSAL.


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THE DIRECTOR ELECTION PROPOSAL
 
HACI’s board of directors is divided into three classes, being divided as equally as possible with each class having a term of three years. Because HACI did not have a 2008 annual stockholder meeting, the term of Classes I and II directors, currently consisting of four directors total, expires. HACI’s independent directors have nominated each of the current Class I directors, Joseph B. Armes and William A. Montgomery, for re-election as a director to HACI’s board of directors, as well as each of the current Class II directors, Brian Mulroney and William H. Cunningham, for re-election as a director to HACI’s board of directors. Each of the Class I directors will be elected to hold office for a term of two years until the annual meeting of stockholders in 2011 and until his respective successor is duly elected and qualified, unless HACI is sooner dissolved or if the Acquisition Proposal is approved. Each of the Class II directors will be elected to hold office for a term of three years until the annual meeting of stockholders in 2012 and until his respective successor is duly elected and qualified, unless HACI is sooner dissolved or if the Acquisition Proposal is approved.
 
The following sets forth information regarding each nominee.
 
Class I Nominees for Re-Election to HACI’s Board of Directors
 
Joseph B. Armes has been HACI’s chief financial officer and one of HACI’s directors since its inception and has served as HACI’s president and chief executive officer since August 2007. Mr. Armes also previously served as HACI’s chief operating officer, an executive vice president and HACI’s secretary from HACI’s inception until August 2007. Since 2005, Mr. Armes has served as the chief operating officer of Hicks Holdings LLC. From 1998 to 2005, Mr. Armes held several positions, including executive vice president and general counsel from 1998-2001 and chief financial officer from 2001-2005, of Southwest Sports Group, a holding company for various sports teams, including Major League Baseball’s Texas Rangers and the National Hockey League’s Dallas Stars. From 1997 to 1998, Mr. Armes served as Executive Vice President and General Counsel of Suiza Foods Corporation (currently known as Dean Foods Company), a New York Stock Exchange listed food company. Mr. Armes served as Vice President and General Counsel of The Morningstar Group Inc., a Nasdaq listed food company, from 1996 until its merger with Suiza Foods Corporation in 1997. From 1991 to 1996, Mr. Armes practiced law with the law firm of Weil, Gotshal & Manges LLP, where he specialized in mergers and acquisitions. Mr. Armes currently serves on the board of directors of Ocular LCD, Inc. Mr. Armes received a Bachelor of Business Administration degree from Baylor University in 1983, a Master’s of Business Administration from Baylor University in 1984, and a Juris Doctorate from Southern Methodist University in 1991.
 
William A. Montgomery has served as a director of HACI since the closing of HACI’s initial public offering, or the IPO. Mr. Montgomery has been a private investor since 1999. From 1989 to 1999, Mr. Montgomery was Chief Executive Officer of SA-SO Company, a company engaged in the distribution of municipal and traffic control products based in Dallas, Texas. Prior to 1989, Mr. Montgomery worked as a registered representative in the financial services industry, most recently serving with Morgan Stanley in the Private Client Services group from 1985 to 1989. Mr. Montgomery is also a board member and serves as Compensation Committee Chairman of Windstream Corporation, a telecommunications company headquartered in Little Rock, Arkansas. Mr. Montgomery received a Bachelor of Science degree in Business Administration and Finance from the University of Arkansas in 1971.
 
Class II Nominees for Re-Election to HACI’s Board of Directors
 
Brian Mulroney has served as a director of HACI since the closing of its IPO. Mr. Mulroney served as the Prime Minister of Canada from September 1984 to June 1993. After resigning as Prime Minister, Mr. Mulroney rejoined the Montreal law firm of Ogilvy Renault as Senior Partner and continues to serve in such capacity. In addition, Mr. Mulroney currently serves as a director of Barrick Gold Corporation, Blackstone Group LP, Archer Daniels Midland Company, Wyndham Worldwide Corporation, Independent News and Media, PLC, Quebecor Inc. and Quebecor World Inc. He also serves as Chairman of the International Advisory Board of Barrick Gold Corporation. He is a member of the International Advisory Councils of Lion Capital LLP. Mr. Mulroney is also a trustee of the Montreal Heart Institute Foundation, the


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International Advisory Council of the École des Hautes études commerciales de Montréal and the Council on Foreign Relations. Mr. Mulroney has been awarded Canada’s highest honour, Companion of the Order of Canada, and has also been made a Grand Officer of the Ordre national du Québec. He has also received honorary degrees and awards from various universities and governments in Canada and abroad. Mr. Mulroney received his honours undergraduate degree from St. Francis Xavier University, Antigonish, N.S. in 1959, and a law degree from Université Laval in Quebec City in 1964.
 
William H. Cunningham has served as a director of HACI since the closing of its IPO. Since 1979, Dr. Cunningham has served as a professor of marketing at the University of Texas at Austin and he has held the James L. Bayless Chair for Free Enterprise at the University of Texas at Austin since 1985. From 1983 to 1985 he was Dean of the College of Business Administration and Graduate School of Business of the University of Texas at Austin, from 1985 to 1992 he served as the President of the University of Texas at Austin and from 1992 to 2000 he served as the Chancellor (Chief Executive Officer) of the University of Texas System. Dr. Cunningham currently serves on the board of directors of Lincoln National Corporation, a New York Stock Exchange listed holding company for insurance, investment management, broadcasting and sports programming businesses, Southwest Airlines, an airline listed on the New York Stock Exchange, Introgen Therapeutics, Inc., a biopharmaceutical company, and Hayes Lemmerz International Inc., a Nasdaq Global Market listed provider of automotive wheels and other components for the automotive, commercial highway, heating and general equipment industries. Dr. Cunningham currently serves as a member of the Board of Trustees of John Hancock Mutual Funds. Dr. Cunningham received a Bachelor of Business Administration degree in 1966, a Master of Business Administration degree in 1967 and a Ph.D. in 1971, each from Michigan State University.
 
Required Vote
 
Proxies will have full discretion to cast votes for other persons in the event any nominee is unable to serve. HACI’s board of directors has no reason to believe that any nominee will be unable to serve if elected. If a quorum is present, directors are elected by a plurality of the votes cast, in person or by proxy. This means that the four nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Votes marked “FOR” a nominee will be counted in favor of that nominee. Abstentions and broker non-votes will have no effect on the vote since a plurality of the votes cast required for the election of each nominee. HACI stockholders may not cumulate their votes with respect to the election of directors.
 
Recommendation
 
HACI’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HACI STOCKHOLDERS VOTE “FOR” EACH OF THE FOUR NOMINEES.


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THE CHARTER AMENDMENT PROPOSAL
 
HACI’s charter currently provides that HACI’s corporate existence will terminate on September 28, 2009 and that in order to consummate a business combination, an amendment to HACI’s charter providing for HACI’s perpetual existence must be approved by a majority of the outstanding shares of HACI Common Stock at a duly held stockholder meeting. In addition, pursuant to HACI’s charter, HACI is prohibited from completing a business combination with an entity engaged in the energy industry as its principal business. Resolute is an independent oil and gas company engaged in the exploitation and development of petroleum properties and may be considered to be engaged in the in the energy industry as its principal business.
 
The purpose of this amendment is to ensure that the Acquisition Proposal is in compliance with HACI’s charter, as amended by the Charter Amendment. Accordingly, HACI is seeking approval of its stockholders to amend its charter to provide for its perpetual existence and to permit a business combination with an entity engaged in the energy industry as its principal business. If the requisite stockholder approval is received, the amendment to HACI’s charter will be filed with the Secretary of State of the State of Delaware immediately and prior to the presentation of the Acquisition Proposal to the special meeting of HACI stockholders.
 
The Charter Amendment is attached as Annex B to this proxy statement/prospectus and is incorporated in this proxy statement/prospectus by reference. You are encouraged to read the Charter Amendment in its entirety. If the Charter Amendment Proposal is not approved at the special meeting of HACI stockholders and the amendment to HACI’s charter is not filed with the Secretary of State of the State of Delaware, the Acquisition Proposal will not be presented to HACI stockholders for a vote.
 
Required Vote
 
Approval of the Charter Amendment will require the affirmative vote of the holders of a majority of the issued and outstanding shares of HACI Common Stock as of the record date.
 
Recommendation
 
HACI’S BOARD OF DIRECTORS RECOMMENDS THAT HACI STOCKHOLDERS VOTE “FOR” THE CHARTER AMENDMENT PROPOSAL.


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THE ACQUISITION PROPOSAL
 
At the special meeting of HACI stockholders, as previously described in this proxy statement/prospectus, HACI stockholders will be asked to adopt the Purchase and IPO Reorganization Agreement, dated as of August 2, 2009, or the Acquisition Agreement, by and among Hicks Acquisition Company I, Inc., Resolute Energy Corporation, Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC, Resolute Holdings Sub, LLC, and HH-HACI, L.P., a copy of which is attached as Annex A to this proxy statement/prospectus, pursuant to which HACI stockholders will acquire a majority of the outstanding common stock of the Company, which will acquire HACI and the business and operations of Seller through Seller’s contribution of its direct and indirect ownership interests in the Acquired Entities to the Company and the simultaneous merger of Merger Sub, a wholly-owned subsidiary of the Company, with and into HACI, with HACI surviving the merger as a wholly-owned subsidiary of the Company.
 
Vote Required
 
The affirmative vote of a majority of the issued and outstanding shares of HACI Common Stock entitled to vote thereon as of the record date is required for the Acquisition Proposal to be approved. In addition, if holders of 30% or more of the Public Shares vote against the Acquisition Proposal and properly exercise their conversion rights, HACI will not be permitted to consummate the Acquisition.
 
Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Acquisition Proposal.
 
Board Recommendation
 
After careful consideration, HACI’s board of directors determined that the Acquisition is fair to and in the best interests of HACI and its stockholders. On the basis of the foregoing, HACI’s board of directors has approved and declared advisable the Acquisition and recommends that you vote or give instructions to vote “FOR” the approval of the Acquisition Proposal.
 
The discussion of the information and factors considered by HACI’s board of directors included in this proxy statement/prospectus is not meant to be exhaustive, but includes the material information and factors considered by HACI’s board of directors.
 
HACI’S BOARD OF DIRECTORS RECOMMENDS THAT HACI STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ACQUISITION PROPOSAL.


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THE ACQUISITION
 
The discussion in this proxy statement/prospectus of the Acquisition and the principal terms of the Acquisition Agreement is subject to, and is qualified in its entirety by reference to, the Acquisition Agreement. The full text of the Acquisition Agreement is attached hereto as Annex A and is incorporated into this proxy statement/prospectus by reference.
 
General Description of the Acquisition
 
On August 2, 2009, HACI entered into the Acquisition Agreement, pursuant to which, through a series of transactions, HACI’s stockholders will acquire a majority of the outstanding Company Common Stock, and the Company will own, HACI and Seller’s business and operations. In addition, HACI will contribute to Aneth approximately $346 million which will be used to repay certain amounts outstanding under Aneth’s credit facilities.
 
For a more detailed description of the Acquisition, please see the section entitled “The Acquisition Agreement.”
 
Background of the Acquisition
 
The terms of the Acquisition Agreement are the result of negotiations between representatives of HACI and Resolute. The following is a brief discussion of the background of these negotiations and the Acquisition.
 
HACI is a blank check company that was organized under the laws of the State of Delaware in February 2007. HACI was formed to acquire, or acquire control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination one or more businesses or assets.
 
On October 3, 2007, HACI consummated its initial public offering, or the IPO, of 55,200,000 of HACI units (including 7,200,000 HACI units issued pursuant to the exercise of the underwriters’ over-allotment option), each consisting of one share of HACI Common Stock and one HACI warrant, which is exercisable for an additional share of HACI Common Stock at an exercise price of $7.50 per warrant, and received proceeds of approximately $529.1 million, net of underwriting discounts and commissions and expenses of approximately $22.6 million, excluding deferred underwriting discounts and commissions placed in a trust account pending completion of a business combination. Simultaneously with the consummation of the IPO, HACI consummated the private sale of 7,000,000 Sponsor Warrants to the Sponsor at a price of $1.00 per warrant for an aggregate purchase price of $7.0 million. The proceeds of this private placement were also placed in the trust account. HACI is permitted to withdraw up to $6.6 million in interest income from the trust account for working capital; provided, however, that after such release there remains in the trust account a sufficient amount of interest income previously earned on the trust account balance to pay any income taxes on such $6.6 million of interest income to be used for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. As of March 31, 2009, HACI had withdrawn $5.5 million in interest income for working capital.
 
At no time prior to the consummation of the IPO did HACI, or any of its officers, directors, advisors, consultants or affiliates, have discussions with any person regarding an acquisition of, or a business combination with, Resolute.
 
Subsequent to the consummation of the initial public offering on October 3, 2007, HACI commenced efforts to identify and evaluate potential acquisitions with the objective of consummating a business combination. HACI identified certain criteria, as stated in its prospectus relating to its initial public offering, that it looked for in evaluating prospective target businesses and business combination opportunities, including, without limitation, the following:
 
  •  established companies with proven track records;
 
  •  companies with strong free cash flow characteristics;
 
  •  companies with a strong competitive industry position;


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  •  companies with an experienced management team; and
 
  •  companies poised to take advantage of growth in the current economy.
 
In the months following the initial public offering, HACI screened potential targets based upon the following characteristics:
 
  •  companies with management teams capable of operating and excelling in the public equity markets;
 
  •  portfolio companies in mature funds of financial sponsors;
 
  •  portfolio companies of financial sponsors with whom Thomas O. Hicks, HACI’s founder and chairman of the board, maintained long-standing personal relationships;
 
  •  companies operating in industries in which Mr. Hicks has relevant prior experience;
 
  •  companies that would likely be relatively immune to a downturn in the economic environment;
 
  •  companies that would likely be less adversely affected by an inflationary environment, including from rapidly rising oil prices and energy costs, than other businesses generally;
 
  •  companies with large near-term debt maturities; and
 
  •  companies with failed or withdrawn initial public offerings.
 
In addition, HACI’s management attempted to identify potential targets by initiating conversations with (i) management’s own network of business associates and friends, (ii) third-party companies the management believed could make attractive business combination partners and (iii) professional service providers (lawyers, accountants, consultants and investment bankers). HACI educated these parties on its structure as a special purpose acquisition company and its criteria for an acquisition. HACI also responded to inquiries from investment bankers or other similar professionals representing companies engaged in sale or financing processes. Furthermore, HACI’s management conducted independent market research to identify potential acquisition opportunities using various databases. From time to time, HACI’s database of potential acquisition candidates was updated and supplemented from time to time based on additional information derived from these discussions with third parties.
 
The HACI board of directors was updated on a regular basis with respect to the status of the business combination search. Input received from the HACI board of directors was material to HACI’s management’s evaluation of potential business combinations.
 
The screening and sourcing efforts through HACI’s professional network and independent research resulted in several hundred potential targets. These opportunities were evaluated based on HACI’s stated criteria. Many did not fit HACI’s screening criteria, while some were eliminated due to an insufficient enterprise value or indications that the sellers’ valuation expectations were too high. The screening process was repeated multiple times, and HACI remained in continual dialogue with its sourcing network. Through these efforts, the volume of potential targets remained high.
 
HACI declined to move forward on some opportunities because it did not believe the financial characteristics, industry profile and/or position, management teams, attainable valuations and/or deal structures were suitable in light of the screening criteria detailed above. There were also companies that were not interested in pursuing a deal with HACI based on its publicly-traded status, capital structure or questions regarding HACI’s ability to timely consummate a transaction. Other companies accepted competitive bids from other acquirers or attempted their own initial public offerings.
 
Some companies were deemed, based on HACI’s screening efforts and criteria evaluation, as appropriate targets and were advanced to the next phase of the selection process. Non-disclosure agreements (and trust waivers) were executed and preliminary discussions were initiated with these potential targets. From this refined pool of potential targets, several companies were further pursued, and in some instances, HACI had substantive discussions, conducted extensive due diligence, and engaged the potential sellers in a negotiation process.


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From April 2008 through July 2009, HACI explored a potential business combination opportunity and conducted due diligence with respect to Graham Packaging Holdings Company, or Graham Packaging, one of the potential target companies. HACI negotiated an equity purchase agreement, dated July 1, 2008, as amended on January 27, 2009, with Graham Packaging, pursuant to which through a series of transactions, HACI stockholders would have acquired control of Graham Packaging. On August 13, 2008, GPC Capital Corp. II, an affiliate of Graham Packaging, filed a registration statement on Form S-4 with the SEC in connection with the contemplated Graham Packaging transaction.
 
In January 2009, HACI and Graham Packaging amended the equity purchase agreement to provide that HACI and Blackstone Capital Partners III Merchant Banking Fund L.P., as the Seller Representative, would each have the right to terminate the equity purchase agreement by giving written notice to the other and provided further that each party would be released from the equity purchase agreement’s exclusivity provisions. The amendment was entered into to allow each party to pursue other transactions given changes in market conditions. On July 31, 2009, HACI and Blackstone mutually agreed to terminate the equity purchase agreement.
 
In January 2009, HACI began to consider, among other acquisition opportunities, acquisition candidates in the energy industry. As a result of depressed energy prices, HACI management believed that various businesses in the energy industries had become attractive possible acquisition opportunities. HACI was aware that its charter would have to be amended, with the approval of its stockholders, in order to complete a business combination with any entity engaged in the energy industry as its principal business.
 
Over the next few months, HACI continued to consider a number of acquisition opportunities, both inside and outside of the energy sector.
 
On June 22, 2009, Ken Hersh, a managing partner of Natural Gas Partners, one of Resolute’s principal stockholders, approached Mr. Hicks regarding a possible business combination with Resolute. Mr. Hersh was aware of HACI and of Mr. Hicks’ background and reputation in mergers and acquisitions transactions.
 
On June 29, 2009, representatives of HACI met via telephone with representatives of Natural Gas Partners to discuss a possible business combination opportunity. Following this meeting, the parties continued to discuss valuation and business combination issues.
 
On June 22, 2009, HACI engaged Citi Global Markets, Inc., as a financial advisor in connection with the contemplated transaction and on June 26, 2009 engaged Akin Gump Strauss Hauer & Feld LLP as a legal advisor in connection with the contemplated transaction.
 
On July 2, 2009, members of HACI management met in person with representatives of Natural Gas Partners and Resolute in Dallas, Texas at HACI’s offices to further discuss a proposed business combination. At such meeting, the parties agreed to continue discussions regarding a proposed transaction on July 7 in Denver, Colorado. On July 7, the parties resumed their discussions at the offices of Resolute’s law firm in Denver, Colorado where the proposed transaction terms were further discussed and where HACI was accompanied in person and by telephone with its legal and financial advisors. At the July 7 meeting, representatives of Resolute presented HACI’s management with management and diligence presentations regarding Resolute. On the same day HACI began its due diligence process, which included on-site business due diligence with the target’s management team at Resolute’s headquarters in Denver, Colorado. During the period from July 7 to prior to signing of the definitive agreement, HACI and its advisors continued to conduct due diligence on Resolute.
 
On July 6, the audit committee of the board of directors of HACI (other than William F. Quinn who did not participate) met to discuss the potential Resolute transaction and approved the hiring of KPMG to conduct financial and accounting due diligence on Resolute in connection with the potential transaction. Mr. Quinn recused himself from the board’s deliberations on the proposed transaction in view of the fact that his son is employed by Natural Gas Partners.
 
During the process of considering the possible opportunity with Resolute, HACI management kept the board informed of developments concerning such opportunity.


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On July 23, 2009, HACI held a telephonic meeting of its board of directors (William F. Quinn did not participate) to update the directors regarding HACI’s search for an acquisition target and the activities related to the consideration of Resolute as an acquisition target. At this July 23, 2009 meeting, following discussion and questions from the board, the board encouraged HACI management to continue its evaluation of a potential business combination with Resolute.
 
Over the next few weeks, representatives of Resolute and Natural Gas Partners met telephonically with representatives of HACI and came to an agreement on many of the principal terms of the proposed transaction.
 
On July 20, 2009, Akin Gump Strauss Hauer & Feld, LLP, legal counsel to HACI, or Akin Gump, circulated an initial draft of the Purchase Agreement.
 
Over the next 14 days, the parties engaged in extensive negotiations and the exchange of multiple drafts of the Purchase Agreement. In addition, during this period, there were frequent communications between HACI and Resolute and their respective counsel and other advisers regarding due diligence and transaction terms.
 
Due diligence conducted by HACI with respect to Resolute included:
 
  •  conference calls with oil and gas industry experts;
 
  •  research via industry publications on industry trends, cycles, operating cost projections, and other industry factors;
 
  •  extensive calls/discussions with Resolute’s management team regarding operations and projections;
 
  •  legal review of documentation, including material customer agreements;
 
  •  discussions with consultants with expertise in the industry in which Resolute operates;
 
  •  financial, tax, environmental and accounting due diligence;
 
  •  creation of an independent financial model; and
 
  •  review of precedent transactions in the oil and gas industry in general.
 
On July 30, 2009, the independent members of HACI’s board of directors, other than William F. Quinn, met telephonically with Stephens Inc., or Stephens, which had been retained to provide certain financial advisory services to HACI and its board of directors in connection with the proposed transaction, to discuss the proposed transaction and to receive the oral opinion of Stephens that the acquisition consideration to be paid by HACI and its stockholders in connection with the contemplated transaction would be fair to HACI and its stockholders from a financial point of view and that the fair market value of Resolute was at least 80% of the initial amount (excluding deferred underwriting fees and commissions) held in the trust account established by HACI for the benefit of its public stockholders in connection with its initial public offering, as required by HACI’s charter. See “ — Opinion of Stephens Inc. to HACI Board of Directors and HACI.”
 
Later in the day on July 30, 2009, the full board of directors of HACI, other than Mr. Quinn, met telephonically to discuss the proposed transaction and to receive the oral opinion of Stephens that the acquisition consideration to be paid by HACI and its stockholders in connection with the contemplated transaction would be fair to HACI and its stockholders from a financial point of view and that the fair market value of Resolute was at least 80% of the initial amount (excluding deferred underwriting fees and commissions) held in the trust account established by HACI for the benefit of its public stockholders in connection with its initial public offering, as required by HACI’s charter. See “— Opinion of Stephens Inc. to HACI Board of Directors and HACI.”
 
Management of HACI provided an update on the status of the proposed transaction. Citi, a financial advisor to HACI and Akin Gump discussed the proposed transaction with the board. HACI directors and management again discussed the reasons for the recommendation of the transaction with Resolute. See


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“— HACI Board of Directors’ Reasons for the Approval of the Transaction.” HACI’s management and legal and financial advisors answered questions from members of the HACI board of directors.
 
At the July 30, 2009, full board meeting, Citi advised the board on the transaction and recommended that HACI terminate the co-investment obligation of Mr. Hicks to purchase, directly or through an affiliate, 2,000,000 co-investment units (each consisting of one share of HACI common stock and one warrant) at a purchase price of $10.00 per unit upon consummation of a business combination. Although the co-investment commitment was entered into at the time of HACI’s initial public offering to show Mr. Hicks’ personal support for a business combination, Citi expressed concern that the co-investment commitment would be viewed as an arrangement that would be dilutive to other security holders. In particular, Citi noted that the co-investment commitment drew criticism during the contemplated Graham Packaging transaction from investors who were concerned about its perceived dilutive effects.
 
The board of directors then recommended that independent directors consider the issue of Mr. Hicks’ co-investment commitment further.
 
The members of the board of directors suggested that a follow-up telephonic meeting be held on August 2, 2009 to further discuss and consider the proposed transaction.
 
On August 2, 2009, the full board of directors, other than Mr. Quinn and Mr. Montgomery, met again to consider the proposed transaction. Management and Akin Gump updated the board on the resolution of various issues in the contemplated purchase agreement. Stephens orally updated and reconfirmed its earlier opinion. See “— Opinion of Stephens Inc. to HACI Board of Directors and HACI.” KPMG, accounting and financial due diligence advisors to HACI addressed the board on the results of its due diligence. Following the presentations and questions from the board, HACI directors and management again discussed the reasons for the recommendation of the transaction with Resolute. See “— HACI Board of Directors’ Reasons for the Approval of the Transaction.” Thereafter, the board acted to approve the contemplated transaction with Resolute and authorized its officers to enter into a definitive purchase agreement with respect to the contemplated transaction. The board of directors also acted to create an independent committee to consider taking action with respect to Mr. Hicks co-investment commitment. Following the full board meeting, the independent directors of HACI, other than Mr. Quinn and Mr. Montgomery, continued to meet as an independent committee to discuss the proposed termination of Mr. Hicks’ co-investment obligations in light of the concerns raised by Citi and approved the termination of the co-investment commitment.
 
On August 2, 2009, the parties finalized and entered into the Acquisition Agreement. On August 3, 2009, HACI publicly announced the execution of the Acquisition Agreement through a press release and commenced investor presentations regarding the proposed Acquisition.
 
HACI’s Board of Director’s Reasons for the Approval of the Acquisition
 
HACI’s board of directors concluded that the Acquisition is fair to, and in the best interests of, HACI and its stockholders and that the consideration to be paid in the Acquisition is fair to HACI and its stockholders.
 
HACI’s management conducted a due diligence review of Resolute that included an industry analysis, an evaluation of Resolute’s existing business, a valuation analysis and financial projections in order to enable the board of directors to evaluate Resolute’s business and financial condition and prospects.
 
HACI’s board of directors considered various industry and financial data, including certain financial analyses and metrics compiled by HACI’s management and financial advisors, in evaluating the consideration to be paid by HACI in the Acquisition.
 
HACI’s board of directors considered a wide variety of factors in connection with its evaluation of the Acquisition. In light of the complexity of those factors, the board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. Furthermore, individual members of the board may have given different weight to different factors.


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Favorable Factors
 
In considering the proposed Acquisition, HACI’s board of directors gave considerable weight to the following favorable factors:
 
Long-Lived Oil Reserves with Significant EOR Opportunities
 
One of Resolute’s key strengths is its high-quality asset base, in particular the long-lived oil reserves associated with the Aneth Field Properties. The Aneth Field Properties have a very large resource base with estimated original oil-in-place of 1.5 billion barrels, of which only 415 million barrels have been produced to-date (i.e. a 28.5% recovery). In order to extract additional quantities of these reserves, Resolute has implemented an enhanced oil recovery, or EOR, project. EOR is a technique that is most commonly applied to large oil fields to extract additional oil after it has undergone primary recovery. The technique involves injecting CO2 into the oil-producing reservoir to sweep more oil and increase production rates in nearby producing wells. EOR has been successfully applied to parts of the Aneth Field Properties since 1985, and Resolute has expanded, and has plans to continue to expand, the EOR project at these properties (See “Resolute’s Business” for additional information). Moreover, EOR projects usually take several years to implement and the required capital expenditures and investment are heavily front-end loaded. Resolute has already invested large sums of capital in developing its EOR projects since taking over operations of the Aneth Field Properties. As a result of these projects, Resolute has successfully arrested the previous production decline and forecasts that the reserves associated with its EOR projects should result in increased production over the next few years. This is expected to occur with minimal capital expenditures, other than ongoing purchases of CO2. These characteristics are in contrast to conventional oil and gas properties that require significant exploration drilling, and the attendant dry-hole risk, in order to maintain or increase reserves and production. HACI’s board of directors believes HACI and its stockholders will benefit from the development capital that Resolute has already invested in its EOR projects, and from the additional EOR development opportunities that have been identified in the Aneth Field Properties.
 
Experienced Management Team
 
Resolute’s management team is a highly experienced group of oil and gas professionals with operational, transactional and financial experience in the energy industry. With an average industry work experience of more than 25 years, the senior management team of Resolute has considerable experience in acquiring, exploring, exploiting, developing and operating oil and gas properties, particularly in operationally intensive oil and gas fields. These individuals are both well-known and highly-respected within the industry. In particular, HACI’s board of directors believes that Resolute’s chief executive officer and chairman of the board, Nicholas Sutton, will continue the success that he had with HS Resources, Inc. (which was a highly-successful independent oil and gas company that was listed on the NYSE) and has had with Resolute to-date. In addition to Mr. Sutton, five other members of Resolute’s senior management who formed Resolute Holdings LLC in 2004, previously worked together as part of the senior management team of HS Resources.
 
Commodity Price Outlook and Oil-Weighting
 
The majority of Resolute’s reserves are oil, which we believe are highly desirable in the context of falling or stagnating oil supply and rising oil demand. On the demand side, oil consumption is projected to continue to grow as many of the large, emerging economies such as China, India and Brazil continue their rapid development and industrialization. Further, as these countries develop a middle class, car sales and ownership levels continue to increase from relatively low levels as compared to the wealthy OECD countries. Given the large populations of each of the aforementioned countries, even small changes in the car ownership rates will lead to large increases in the absolute number of cars in use, and consequently to the demand for oil and refined oil products. The current recession aside, oil demand is typically inelastic as well. This inelasticity can be witnessed by the large run-up in oil prices in the 2005-2008 timeframe and the continued growth in oil demand during the majority of this period. As developing economies continue to grow and wealthier countries begin to recover from the recent recession, oil demand is expected to recover and continue its steady growth.


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We would also expect that this growth in demand will lead to an increase in prices which should be supported by the relative inelasticity of oil demand.
 
On the supply side, it is anticipated that global oil supply will face many challenges in keeping pace with the growth in oil demand, putting upward pressure on oil prices over the long-run. Discoveries of new, large scale oil deposits have become less frequent, and as a consequence much of the world’s current oil supply comes from large fields discovered up to several decades ago. As these legacy fields age, the cost to extract the remaining oil increases while the production rates decline. Additionally, the newly discovered fields are often more technologically challenging which makes them more costly to both develop and find. For example, recent discoveries in the Santos Basin in Brazil or the Gulf of Mexico are often located in harsh, offshore conditions in very deep water. These new fields are also often at considerable depths underground, which can make the reserves technologically and geologically complex to extract given the relatively high temperatures and pressures experienced at such depths. Finally, these deep formations are typically riskier to explore for since typical tools to help identify oil and gas deposits are less accurate at such depths.
 
In addition to the geologic and technical challenges facing oil supply, geopolitical factors have tended to limit the effective supply of oil. Conflicts in major supply areas like Nigeria and Iraq have prevented oil from accessing world markets. Growing resource nationalism in places like Latin America and Russia has further impacted global supply by putting reserves in the hands of typically less efficient national oil companies and by restricting outside investment. Additionally, OPEC is expected to constitute a larger portion of world-wide reserves and production in the future, which should increase its leverage over and impact on global oil prices. Recently, OPEC has demonstrated remarkable cohesion in restricting supply to support prices which may be expected to continue. Finally, the recent commodity price volatility and global recession has limited investment capital in the oil sector. Without high levels of continued investment, it will be even more difficult to increase supply over both the near-term and long-term as many of the cancelled or postponed projects are very long-term in nature. HACI’s board of directors believes that keeping pace with projected demand will be a challenge, which should boost oil prices.
 
Compelling Valuation
 
HACI’s board of directors believes that Resolute’s purchase price represents a very attractive valuation for the assets being acquired. The board believes that this is a great opportunity to partner with a company that has a first-class management team with a great asset base for a significant discount to the intrinsic value of the asset. By reducing leverage and allowing Resolute to pursue accretive acquisitions and more efficiently develop its asset base, HACI has been able to negotiate an attractive purchase price. Further, because of Resolute’s higher leverage to oil prices and the long-term value in oil discussed above, the board believes that this asset will be deemed even more desirable by the public markets. The board further believes that the purchase price will give stockholders an attractive entry-point. We also believe that over time, the Company will trade more in-line with what we believe to be Resolute’s main comparable companies, resulting in further share price appreciation of Company Common Stock.
 
Significant Value Creating Opportunity
 
In addition to the significant value in the assets of Resolute, HACI’s board of directors believes that following the consummation of the Acquisition, the pro forma company will be able to create additional value for the Company’s stockholders above and beyond the intrinsic value of these existing assets. In particular, the board believes that investing in exploration and production companies, or E&P companies, at this stage of the commodity cycle and using proceeds to repay debt is a highly effective investment strategy. Creating a vehicle with low leverage in such a capital intensive industry will allow Resolute to maximize the value of its assets through an accelerated development schedule and to capitalize on potentially distressed or underutilized assets in the market to create additional value. Historically, Resolute’s management has been able to identify and acquire assets of this nature and to operate the acquired properties more efficiently than the previous owners. HACI’s board of directors believes that the combination of Resolute’s excellent management team along with a deleveraged balance sheet will result in a company that can grow reserves, production, and value at industry-leading rates. Much of the anticipated value creation will be due to the management team’s ability to take


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advantage of distressed sellers and/or under-managed assets. With the recent high volatility of commodity prices and the concomitant financial distress faced by many in the industry, the board believes that there will be opportunities for acquiring attractive assets at relatively low prices.
 
Improved Position from Deleveraging
 
In connection with the Acquisition, the amounts remaining in the trust account after the payment of the amounts necessary (i) to pay HACI’s aggregate costs, fees and expenses in connection with the consummation of an initial business combination, (ii) to pay tax obligations and the deferred underwriting commissions, (iii) to pay HACI Public Stockholders who vote against the Acquisition Proposal and properly exercise their conversion rights, (iv) to pay HACI warrantholders in connection with the Cash Exchange, and (iv) to pay for any repurchases by HACI of Public Shares, if any, prior to the Acquisition, will be used by Resolute to repay amounts owed under its credit agreements. Any such repayments will significantly reduce the financial and operational risk to Resolute and allow Resolute to aggressively pursue value-creating strategies. Further, Resolute will be one of the least leveraged companies within its peer group. Although Resolute has a leveraged capital structure, it has successfully managed its operations under such a structure. As such, HACI anticipates that Resolute will be even more successful operating in the future with its pro forma capital structure following the consummation of the Acquisition.
 
Natural Gas Partners as Strong Financial Sponsor
 
Resolute has been supported by Natural Gas Partners private equity funds, with which its senior management has had a relationship, for more than 19 years. Natural Gas Partners VII, L.P., or NGP VII, and its affiliated fund, NGP VII Income Co-Investment Opportunities, L.P., or NGP Co-Invest, currently own 71.2% of the Company, and, following the consummation of the Acquisition, will indirectly own an approximate 12% interest in the Company. Since 1988, the Natural Gas Partners private equity funds have made investments in more than 135 entities in more than 170 acquisitions throughout the energy industry. Currently, the Natural Gas Partners funds hold investments in more than 35 private oil and gas exploration and production companies with operations located in major producing basins throughout North America. As such, HACI’s board of directors believes that the combined sponsorship of HACI and NGP will be a key strength of the Company.
 
Other Factors
 
HACI’s board of directors also considered potentially negative factors. Among the potentially negative factors considered by the board, which are more fully described in the “Risk Factors” section of this proxy statement/prospectus, are the following:
 
The risk that HACI Public Stockholders would vote against the Acquisition Proposal and exercise their conversion rights and the risk that a large number of warrantholders would opt for the Cash Exchange
 
HACI’s board of directors considered the risk that some of the current HACI Public Stockholders would vote against the Acquisition Proposal and decide to convert their shares of HACI Common Stock for cash upon consummation of the Acquisition, thereby depleting the amount of cash available to pay down the outstanding debt of Resolute upon consummation of the Acquisition. HACI’s board of directors also considered the risk that up to one hundred percent of the HACI warrantholders could elect the Cash Exchange in the context of the Warrant Amendment Proposal, thereby further depleting available cash. The board concluded that Resolute will still be able to implement its business plan even if the maximum number of HACI Public Stockholders exercised their conversion rights and one hundred percent of HACI warrantholders elected the Cash Exchange option.
 
Certain officers and directors of HACI may have different interests in the Acquisition than the HACI Public Stockholders
 
HACI’s board of directors considered the fact that certain officers and directors of HACI may have interests in the Acquisition that are different from, or are in addition to, the interests of HACI stockholders


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generally, including the matters described under “— Interests of HACI Directors and Officers in the Acquisition” below. However, this fact would exist with respect to a business combination with any target company, and the board does not believe that the potentially disparate interests in the Acquisition are an issue.
 
Risks associated with laws and regulations pertaining to the operation of oil and gas properties on Native American tribal lands
 
HACI’s board of directors considered the fact that Resolute’s main asset, the Aneth Field, resides entirely on the Navajo Reservation in Southeastern Utah, which presents certain unique considerations and complexities in the operation of oil and gas interests on Indian lands arising from the fact that Indian tribes are “dependent” sovereign nations located within states, but are subject only to tribal laws and treaties with, and the laws and Constitution of, the United States. These considerations and complexities could arise around various aspects of Resolute’s operations, including real property considerations, employment practices, environmental matters and taxes. Despite the seemingly difficult operating environment, the board believes that Resolute has an excellent working relationship with the Navajo Nation as well as its Navajo employees.
 
The Navajo Nation and NNOG have preferential purchase rights
 
HACI’s board of directors considered the fact that under the terms of Resolute’s Cooperative Agreement with NNOG, Resolute is obligated to first negotiate with NNOG to sell its Aneth Field Properties before it may offer to sell such properties to any other third party. Also as a part of the overall terms of the transaction, Resolute granted NNOG a series of options to purchase larger shares of the asset, based on certain performance hurdles. In addition to these options, the Navajo Nation has a preferential right on any sale or transfer of the Aneth assets, separate and apart from NNOG’s right of first negotiation. The board has determined that the proposed Acquisition will not trigger the preferential rights of NNOG or the Navajo Nation and that NNOG’s options will not be exercisable for a considerable period of time.
 
Termination of Western Refining Contract
 
HACI’s board of directors considered the risk that Resolute sells all of its oil production from the Aneth Field to Western Refining Southwest, Inc., or Western, at a contracted price of the NYMEX oil price less $6.25 per barrel (the differential). This contract is set to expire on August 31, 2009. If Resolute is not able to negotiate an extension or replacement contract with Western at the same or a more favorable price, Resolute will either have to sell its crude oil to Western at Western’s posted price, which as of July 31, 2009 was approximately NYMEX minus $9.00, or will, in the short run, have to transport its crude oil to other customers by a combination of truck and rail, which may provide a net back price in the short run approximately equal to Western’s posted price. Resolute is proceeding to implement a new marketing strategy in cooperation with NNOG which Resolute believes will result in an average weighted net back price to Resolute in 2010 at least as favorable as Resolute’ s current net back price, whether through sales to Western or to other customers. At this point in time, HACI believes that Resolute will be able to successfully accomplish this.
 
CO2 Sources and Availability
 
HACI’s board of directors considered the risk that Resolute’s tertiary recovery operations depend on a steady and reliable supply of CO2. Without the requisite CO2, Resolute would be unable to produce much of its reserves, which would materially impact the value of the properties. Fortunately, Resolute is located relatively close to one of the largest domestic sources of CO2, the McElmo Dome in southwestern Colorado. Besides the geographic proximity, Resolute owns and operates the CO2 pipeline that directly connects the Aneth Field with the McElmo Dome. Resolute has also recently expanded the capacity of this pipeline by 20,000 mcf/d to accommodate the volumes of carbon dioxide that will be required for the future EOR operations. Importantly, Resolute also has long-term supply contracts in place with both Kinder-Morgan and ExxonMobil.


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The foregoing discussion of the information and factors considered by HACI’s board of directors is not meant to be exhaustive, but includes the material information and factors considered by HACI’s board of directors.
 
Interests of HACI Directors and Officers in the Acquisition
 
When you consider the recommendation of HACI’s board of directors in favor of adoption of the Acquisition Proposal, you should keep in mind that HACI’s directors and officers have interests in the Acquisition that are different from, or in addition to, your interests as a stockholder.
 
  •  If HACI does not complete the Acquisition or another business combination by September 28, 2009, HACI will be required to commence proceedings to dissolve and liquidate. In such event, the 13,800,000 Founder Units (each consisting of a Founder Share and Founder Warrant) held by the Initial Stockholders, including HACI’s independent directors, and the 7,000,000 Sponsor Warrants held by the Sponsor will be worthless because such holders have waived any rights to receive any liquidation proceeds with respect to these securities. Each of directors William A. Cunningham, William A. Montgomery, Brian Mulroney and William F. Quinn held Founder Shares and Founder Warrants with an aggregate market value (without taking into account any discount due to the restricted nature of such securities) of $           based on the closing sale prices of $           and $          , respectively, on the NYSE Amex on          , 2009, the record date.
 
  •  The 13,800,000 Founder Units and the 7,000,000 Sponsor Warrants were purchased for consideration of $25,000 and $7.0 million, respectively. The independent directors of HACI hold an aggregate of 276,000 Founder Units and the Sponsor, an entity in which the officers and non-independent directors of HACI hold a financial interest, holds 13,524,000 Founder Units, as well as the 7,000,000 Sponsor Warrants. In light of the amount of consideration paid, HACI’s directors and officers will likely benefit from the completion of Acquisition even if the Acquisition causes the market price of HACI’s securities to significantly decrease. Even though 7,335,000 Founder Units and 4,600,000 Founder Warrants will be canceled and 2,333,333 Sponsor Warrants will be sold to Seller in connection with the Acquisition, the likely benefit to HACI’s directors and officers, this may influence their motivation for promoting the Acquisition and/or soliciting proxies for the approval of the Acquisition Proposal.
 
  •  In connection with the IPO, HACI and the representative of the underwriters in the IPO entered into agreements with the Initial Stockholders pursuant to which the Initial Stockholders have agreed to vote:
 
  •  all of their Founder Shares in accordance with the majority of the votes cast with respect to the Acquisition Proposal by the Public Stockholders;
 
  •  any Public Shares acquired in or after the IPO in favor of the Acquisition Proposal; and
 
  •  all shares of HACI Common Stock held by them in favor of the Charter Amendment Proposal.
 
This voting arrangement does not apply to any proposal other than the Acquisition Proposal and the Charter Amendment Proposal. Approval of each of the Acquisition Proposal and the Charter Amendment Proposal requires the affirmative vote of a majority of the outstanding HACI Common Stock as of the record date. As of the record date of the special meeting of HACI stockholders, 13,800,000 Founder Shares, or 20% of the outstanding HACI Common Stock, would be voted in accordance with the majority of the votes cast by HACI Public Stockholders with respect to the Acquisition Proposal and 20% of the outstanding HACI Common Stock would be voted in favor of the Charter Amendment Proposal. If the Initial Stockholders or HACI’s officers and directors purchase Public Shares from existing HACI stockholders that are likely to vote against the Acquisition Proposal, or that are likely to elect to convert their Public Shares, the probability that the business combination will succeed will increase.
 
  •  After the completion of the Acquisition, HACI expects that Thomas O. Hicks, HACI’s founder and chairman of the board, or his designee, will become a member of the board of directors of the


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  Company. As such, in the future he may receive cash compensation, board fees, stock options or stock awards if the Company’s board of directors so determines.
 
  •  If HACI dissolves and liquidates prior to the consummation of a business combination, Mr. Hicks has agreed that he will be liable to HACI if and to the extent any claims by a third party for services rendered or products sold to HACI, or by a prospective target business, reduce the amounts in the trust account available for distribution in the event of a liquidation, except as to (x) any claims by a third party who executed a waiver (even if such waiver is subsequently found to be invalid and unenforceable) of any and all rights to seek access to the funds in the trust account, or (y) any claims under HACI’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. This agreement was entered into to reduce the risk that, in the event of HACI’s dissolution and liquidation, the trust account is reduced by claims of creditors. However, HACI cannot assure its stockholders that Mr. Hicks will be able to satisfy these indemnification obligations. If the Acquisition is completed, such obligations will terminate.
 
Prior to the record date for the special meeting of HACI stockholders, HACI, its officers, directors, affiliates, agents or designees may purchase HACI Common Stock in the open market and/or in privately negotiated transactions. After the record date for the special meeting of HACI stockholders, HACI’s officers, directors, affiliates, agents or designees may purchase outstanding shares of HACI in privately negotiated transactions with a limited number of HACI stockholders. Any such negotiated transaction may be with a HACI stockholder who would have otherwise elected to exercise its conversion rights. In addition, the exercise of HACI’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Acquisition may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the HACI stockholders’ best interest.
 
Certain Other Interests in the Acquisition
 
In addition to the interests of HACI’s directors and officers in the Acquisition, you should keep in mind that certain individuals promoting the Acquisition and/or soliciting proxies on behalf of HACI have interests in the Acquisition that are different from, or in addition to, the interests of HACI stockholders.
 
Citigroup Global Markets, Inc., or Citi, the lead managing underwriter in the IPO, may be assisting HACI’s directors and officers in connection with these efforts. In connection with the IPO, the underwriters have agreed to defer underwriting commissions of approximately $17.4 million (subsequently amended on August 2, 2009 to $5.5 million), until the consummation of HACI’s initial business combination. If the Acquisition is consummated, those deferred underwriting fees will be released to the underwriters, including Citi. HACI will not pay the underwriters additional fees in connection with their efforts with respect to the IPO.
 
Opinion of Stephens Inc. to HACI Board of Directors and HACI
 
Pursuant to an engagement letter dated July 24, 2009, the HACI board of directors and HACI retained Stephens Inc., or Stephens, to render an opinion in connection with the proposed Acquisition.
 
At the meeting of HACI’s board of directors on August 2, 2009, Stephens rendered its oral opinion, subsequently confirmed in writing, to HACI’s board of directors that, as of the date of the opinion, and based upon and subject to the various assumptions, methodologies, limitations and considerations described in such opinion, (i) the Acquisition Consideration (as defined below) to be paid by HACI and its stockholders in connection with the Acquisition is fair to HACI and its stockholders from a financial point of view and (ii) the fair market value of Resolute is at least 80% of the Initial Amount (as defined below) held in the trust account established by HACI for the benefit of its public stockholders in connection with its initial public offering. No limitations were imposed by the board of directors upon Stephens with respect to the investigations made or procedures followed in rendering its opinion. The issuance of Stephens’ opinion was approved by a fairness opinion committee of Stephens.
 
The full text of the written opinion of Stephens which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex E to this proxy statement/


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prospectus. HACI’s stockholders are urged to read the opinion in its entirety. Stephens’ written opinion is addressed to the board of directors and is directed only to (i) fairness to HACI and its stockholders from a financial point of view of the Acquisition Consideration to be paid by HACI and its stockholders in connection with the Acquisition and (ii) whether the fair market value of Resolute is at least 80% of the Initial Amount held in the trust account, and does not constitute a recommendation to any HACI stockholder as to how such stockholder should vote at the special meeting. The summary of the opinion of Stephens set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion.
 
In connection with developing its opinion Stephens:
 
(i) reviewed certain publicly available financial statements and reports regarding HACI;
 
(ii) reviewed certain estimates of Resolute’s oil and gas reserves, including estimates of proved and non-proved reserves, prepared by an independent engineering firm as of January 1, 2009;
 
(iii) reviewed certain internal financial statements and other financial and operating data (including financial projections) concerning Resolute prepared by its management;
 
(iv) discussed the operations, financial condition, future prospects and projected operations and performance of Resolute with its management;
 
(v) discussed the oil and gas reserve report of Resolute with its independent engineering firm;
 
(vi) compared the financial performance of Resolute with that of certain publicly-traded companies that Stephens deemed relevant;
 
(vii) reviewed the financial terms, to the extent publicly available, of certain other transactions that Stephens deemed relevant;
 
(viii) reviewed the most recent drafts of the Acquisition Agreement and related documents that were provided to Stephens; and
 
(ix) performed such other reviews and analyses and provided such other services as Stephens deemed appropriate.
 
Stephens relied on the accuracy and completeness of the information and financial and oil and gas data provided to it by HACI and Resolute and of the other information reviewed by Stephens in connection with the preparation of the opinion, and Stephens’ opinion is based upon such information. The managements of HACI and Resolute have assured Stephens that they are not aware of any relevant information that has been omitted or remains undisclosed to Stephens. Stephens has not assumed any responsibility for independent verification of the accuracy and completeness of any such information or financial data. Stephens has not assumed any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of HACI or Resolute, nor has Stephens evaluated the solvency or fair value of HACI or Resolute under any laws relating to bankruptcy, insolvency or similar matters, and Stephens has not been furnished with any such evaluations or appraisals. Stephens has not assumed any obligation to conduct any physical inspection of the properties or facilities of HACI or Resolute. With respect to the financial forecasts provided to Stephens by HACI and Resolute, Stephens has assumed that such financial forecasts have been reasonably prepared and reflect the best currently available estimates and judgments of the management of Resolute as to the future financial performance of Resolute and that the financial results reflected by such projections will be realized as predicted. With respect to the estimates of oil and gas reserves referred to above, Stephens has assumed that they have been reasonably prepared on bases reflecting the best available estimates and judgments of HACI, Resolute and Resolute’s independent engineering firm. Stephens is not an expert in the evaluation of oil and gas reserves and Stephens expresses no view as to the reserve quantities, or the potential development or production (including, without limitation, as to the feasibility or timing thereof) of any oil and gas properties of Resolute. Stephens has relied, without independent verification, upon the assessments of Resolute’s independent engineering firm and HACI’s and Resolute’s respective managements and staff as to market trends and prospects relating to the oil and gas industry and the potential effects of such


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trends and prospects on Resolute, including the assumptions as to commodity prices reflected in the financial forecasts and estimates referred to above, which prices are subject to significant volatility and which, if different from such assumptions, could have a material impact on Stephens’ opinion. Stephens has also assumed that the representations and warranties contained in the Acquisition Agreement and all related documents are true, correct and complete in all material respects.
 
In reaching its opinion, Stephens applied and considered the results of valuation methods that Stephens believes are customarily used in investment banking practice for developing fairness opinions. The following is a summary of the material financial analyses utilized by Stephens in connection with providing its opinion and does not claim to be a complete description of the analysis underlying Stephens’ opinion. In preparing its opinion, Stephens performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Stephens believes that its analyses must be considered as a whole. Considering any portion of Stephens’ analyses or the factors considered by Stephens, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusions expressed in Stephens’ opinion. In addition, Stephens may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuation resulting from any particular analysis described below should not be taken to be Stephens’ view of actual or future values. Accordingly, the conclusions reached by Stephens are based on all analyses and factors taken as a whole and also on the application of Stephens’ own experience and judgment.
 
Acquisition Consideration
 
For purposes of its opinion, Stephens assumed that the consideration to be paid by HACI and its stockholders in connection with the Acquisition will consist of the following, or the Acquisition Consideration: (i) an amount of cash equal to the current amount held in the trust account less the sum of amounts paid to (a) repurchase shares of HACI Common Stock and Public Warrants, (b) pay expenses in connection with the Acquisition and (c) pay the deferred portion of expenses incurred in connection with the Company’s initial public offering, or the Cash Consideration, (ii) 9.20 million shares of Company Common Stock, (iii) 4.60 million Company Founders Warrants, (iv) 2.33 million Sponsor Warrants and (v) 1.39 million Company Earnout Shares. The Cash Consideration amount was assumed by Stephens to be a maximum of $507.8 million (assuming repurchase of no HACI Common Stock and 50% of its Public Warrants, or the Minimum Redemption Case, and a minimum of $275.0 million as provided in the Acquisition Agreement. For purposes of its opinion, Stephens assumed that such minimum Cash Consideration results from the repurchase of 50% of the Public Warrants and a maximum number of HACI Common Stock, or the Maximum Redemption Case. Based on the Primary Method (as defined below), HACI stockholders would receive an aggregate equity interest in the Company, or a Primary Equity Interest, of 79.7% and 86.7% in the Maximum Redemption Case and Minimum Redemption Case, respectively. Based on the Fully Converted Method (as defined below) HACI stockholders would receive an aggregate equity interest in the Company, or a Fully Converted Equity Interest of 81.9% and 86.7% in the Maximum Redemption Case and Minimum Redemption Case, respectively.
 
Stephens evaluated the Acquisition Consideration under both a “Primary Method” and a “Fully Converted Method.” Under the Primary Method, Stephens evaluated only the Company securities that would be considered outstanding on a fully diluted basis (i.e., shares of the Company Common Stock). Under the Fully Converted Method, Stephens also evaluated the other Company securities included in Acquisition Consideration. In evaluating such other securities under the Fully Converted Method, Stephens principally utilized a discounted cash flow analysis based on the Resolute financial projections provided to Stephens in order to attribute a value to such Company Founders Warrants, Sponsor Warrants and Company Earnout Shares.
 
The Primary Method implied a Acquisition (enterprise) value, or the Implied Primary Transaction Value of approximately $599.0 million in both the Minimum Redemption Case and the Maximum Redemption Case. The Implied Primary Transaction Value was calculated as (i) (a) the Cash Consideration in the Minimum Redemption Case and Maximum Redemption Case plus (b) 9.20 million shares of the Company Common


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Stock multiplied by HACI’s 20-day volume weighted average price of $9.66, (ii) divided by the Primary Equity Interest of the former HACI stockholders in the Minimum Redemption Case and Maximum Redemption Case, respectively, plus (iii) pro forma net debt of ($89.7) million to $143.1 million, in the Minimum Redemption Case and Maximum Redemption Case, respectively.
 
The Fully Converted Method implied a Acquisition (enterprise) value, or the Implied Fully Converted Transaction Value, of approximately $599.0 million and $628.0 million in the Minimum Redemption Case and Maximum Redemption Case, respectively. The Implied Fully Converted Transaction Value was calculated as (i) the Cash Consideration in the Minimum Redemption Case and Maximum Redemption Case, plus (ii) 9.20 million shares of the Company Common Stock multiplied by HACI’s 20-day volume weighted average price of $9.66, plus (iii) $0.0 million and $33.4 million of value attributable to the Company Founders Warrants, Sponsor Warrants and Company Earnout Shares to be held by former Resolute stockholders, (iv) divided by the Fully Converted Equity Interest of the former HACI stockholders in the Minimum Redemption Case and Maximum Redemption Case, respectively, plus (v) pro forma net debt of ($89.7) million to $143.1 million in the Minimum Redemption Case and Maximum Redemption Case, respectively).
 
Fairness Opinion
 
In arriving at its fairness opinion, Stephens derived valuation ranges for Resolute based on an analysis of publicly traded comparable companies, an analysis of comparable transactions and a discounted cash flow analysis, each as more fully discussed below. Based on these analyses, Stephens determined an enterprise value reference range for Resolute of $650.0 million to $750.0 million. Stephens noted that the Implied Primary Transaction Value and the Implied Fully Converted Transaction Value are below such enterprise value reference range.
 
Publicly Traded Comparable Companies
 
Using publicly available information, Stephens determined the following companies were relevant to an evaluation of Resolute based on Stephens’ view of the comparability of the operating and financial characteristics of these companies:
 
Berry Petroleum Company, Bill Barrett Corporation, Delta Petroleum Corporation, Encore Acquisition Company, Gulfport Energy Corporation, Pioneer Natural Resources Company, Plains Exploration and Production Company and Whiting Petroleum Corporation
 
These companies were selected, among other reasons, because they share similar business characteristics to Resolute. However, none of the companies selected is identical or directly comparable to Resolute. Accordingly, Stephens made judgments and assumptions concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of the selected companies. Mathematical analysis, such as determining a mean or median, is not in itself a meaningful method of using comparable company data.
 
The implied values for Resolute were based on a multiple range for the following three metrics determined by reference to the corresponding multiple ranges for the selected comparable companies. The following table sets forth the mean and median multiples for the selected comparable companies.
 
                         
    Enterprise Value/  
    Proved Reserves
    Daily Production
    SEC PV-10
 
    (BOE)     (BOE/d)     ($MM)  
 
Mean
  $ 12.33     $ 67,024.6       2.6 x
Median
  $ 13.15     $ 66,603.3       2.4 x
 
The proved reserves and daily production values for each of the selected comparable companies were based on SEC filings adjusted for public data surrounding acquisitions and divestitures made after their respective annual reports were submitted. SEC PV-10 refers to the Standardized Measure of Discounted Future Net Cash Flows relating to proved oil and gas reserves reported as of December 31, 2008 discounted at 10% after income taxes are deducted. In the following analyses, implied equity value is calculated as implied


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enterprise value less net debt. The multiples selected to apply to Resolute metrics were not entirely mathematical in nature, but required careful consideration to adjust for differences in the operating characteristics of the companies as well as other market factors which could affect the market value of selected companies.
 
                                 
                Implied
    Implied
 
          Multiple
    Enterprise
    Equity
 
Resolute Metrics
  Value     Range     Value     Value  
 
Proved Reserves (MMBOE)
    92.5     $ 11.50 - 13.00     $ 1,042.19 - 1,179.01     $ 605.32 - 742.14  
Daily Prod. (MBOE/d)
    7.7     $ 65,000 - 75,000     $ 478.74 - 553.78     $ 41.88 - 116.91  
SEC PV-10 ($MM)
  $ 283.3       2.3x - 2.5     $ 616.00 - 684.92     $ 179.14 - 248.06  
 
Based on the foregoing, Stephens derived an enterprise value range of $760.5 million to $866.4 million, and noted that the low end of the value range exceeded the Implied Primary Transaction Value and the Implied Fully Converted Transaction Value.
 
Comparable Transactions
 
Using publicly available information for 15 asset and corporate transactions announced between January 1, 2005 and July 24, 2009 involving oil- and gas-related assets in the Rocky Mountain region of the United States with a proved reserve mix greater than 20% oil, Stephens reviewed the purchase price multiples paid for proved reserves and daily production in each transaction and Stephens selected appropriate benchmark multiples for the valuation of Resolute.
 
These transactions were selected, among other reasons, because they share similar business characteristics to the Acquisition. No transaction utilized for comparison in the comparable transaction analysis is identical to the Acquisition. In evaluating the Acquisition, Stephens made judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and differences in the terms and other characteristics of the selected transactions. Mathematical analysis, such as determining a mean or median, is not in itself a meaningful method of using comparable transaction data.
 
Based on public and other available market information, the following table sets forth the summary multiples for transactions referred to above. This analysis utilized the relevant transaction multiples of proved reserves and daily production and applied them to the corresponding metrics of Resolute to determine an implied enterprise value for Resolute. The transaction multiples selected to apply to Resolute metrics were not entirely mathematical in nature, but required careful consideration to adjust for differences in the prevailing commodity price environments and acquisition and divestiture markets. In light of these factors, greater weight was given to more recent transactions in which the multiples applied were toward the lower end of the range.
 
                 
    Enterprise Value/  
    Proved Reserves
    Daily Production
 
    (BOE)     (BOE/d)  
 
High
  $ 20.97     $ 93,692  
Mean
  $ 14.21     $ 72,088  
Median
  $ 13.46     $ 70,126  
Low
  $ 7.32     $ 48,583  
Applied Multiples
  $ 11.00 - $13.00     $ 70,000 - $85,000  
Implied Enterprise Value
  $ 995.95 - 1,179.01     $ 517.21 - 630.71  
Implied Equity Value
  $ 559.08 - 742.14     $ 80.34 - 193.85  
 
Based on the foregoing, Stephens derived an enterprise value range of $756.6 million to $904.9 million, and noted that the low end of the value range exceeded the Implied Primary Transaction Value and the Implied Fully Converted Transaction Value.


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Discounted Cash Flow Analysis
 
Stephens conducted a discounted cash flow analysis for proved reserves based on various price scenarios in which the principal variables were oil and gas prices with appropriate basis differentials. The price scenarios that were utilized included: (i) a NYMEX strip pricing scenario which utilized the average oil and gas futures contract prices quoted on NYMEX as of July 31, 2009, (ii) a NYMEX five-year historical average scenario which utilized the five-year average of oil and gas prices quoted on NYMEX as of July 31, 2009, and (iii) an alternative price case which utilized pricing for oil and gas from 2009-2014 of $50.00/$4.50, $55.00/$5.00, $60.00/$5.50, $65.00/$6.00, $70.00/$6.50 and $75.00/$7.00 and escalated at 2.00% thereafter. Transportation and basis differential estimates provided by management were applied to the above pricing scenarios to establish a realized wellhead price. A discount rate range of 8.0% to 40.0% was applied to estimated cash flows from proved reserves.
 
                         
    Pricing Scenario  
    5 Yr NYMEX
    5 Yr Historical
    Alternate Price
 
    Strip Average     Average     Case  
 
Implied Enterprise Value
  $ 662.5 - 797.3     $ 551.0 - 636.3     $ 571.9 - 682.7  
Implied Equity Value
  $ 225.6 - 360.5     $ 114.1 - 199.4     $ 135.1 - 245.8  
 
Based on the foregoing, Stephens derived an enterprise value range of $595.1 million to $705.4 million, and noted that the low end of the value range exceeded the Implied Primary Transaction Value and Implied Fully Converted Transaction Value.
 
80% Test
 
As part of its engagement, Stephens also was asked to render its opinion as to whether the fair market value of Resolute is at least 80%, referred to herein as the 80% Test of the initial amount held in the trust account, excluding deferred underwriting discounts and commissions, or the Initial Amount. For purposes of its opinion regarding the 80% Test, Stephens relied, without independent verification, on the calculation of the Initial Amount provided to it by HACI. In addition, Stephens assumed, with the HACI’s permission, that (i) “fair market value” is the amount or range of amounts at which, in Stephens’ opinion, a willing buyer and willing seller, each having reasonable knowledge of the relevant facts, neither being under any compulsion, could likely agree to a purchase and sale of the Company and (ii) such fair market value is to be determined by reference to the enterprise value (equity value plus net debt) of the Company Accordingly, the Initial Amount held in the trust account, was calculated by HACI to be $518.7 million (calculated as $536.1 million of cash held in Trust as of October 3, 2007 less $17.4 million of deferred underwriting commissions) and 80% of the Initial Amount was calculated to be $415.0 million.
 
                                                 
80% of Initial Amount
  $415.0  
    79.7%(1)     86.7%(2)     100%  
    Min     Max     Min     Max     Min     Max  
 
Enterprise Reference Value Ranges of Resolute
                                               
Discounted Cash Flow Analysis
                                               
NYMEX Strip Pricing
  $ 528.0     $ 635.5     $ 574.3     $ 691.3     $ 662.5     $ 797.3  
NYMEX Five Yr. Historical Average
  $ 439.1     $ 507.1     $ 477.7     $ 551.7     $ 551.0     $ 636.3  
Alternate Price Case
  $ 455.8     $ 544.1     $ 495.9     $ 591.9     $ 571.9     $ 682.7  
Comparable Transaction Analysis
  $ 603.0     $ 721.2     $ 656.0     $ 784.5     $ 756.6     $ 904.9  
Comparable Public Company Analysis
  $ 606.1     $ 690.5     $ 659.3     $ 751.2     $ 760.5     $ 866.4  
 
 
(1) Applies minimum Primary Equity Interest percentage (79.7%) of former HACI stockholders (in Maximum Redemption Case) to enterprise value ranges determined by Stephens using the valuation methodologies described above.


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(2) Applies maximum Primary Equity Interest percentage (86.7%) of former HACI stockholders (in Minimum Redemption Case) to enterprise value ranges determined by Stephens using the valuation methodologies described above.
 
Stephens noted that the indicated minimum enterprise values of Resolute (or indicated portions thereof), based upon each of the valuation methodologies employed by Stephens in the preparation of its opinion, are greater than 80% of the Initial Amount in each case. On this basis, Stephens was of the opinion that the fair market value of Resolute meets the 80% Test.
 
The summary of the material financial analyses performed by Stephens in connection with rendering its opinion as described above is only a summary and does not purport to be a complete description of the financial analyses performed. The summary is qualified in its entirety by reference to the full text of the written opinion of Stephens.
 
The order of analyses described does not represent the relative importance or weight given to those analyses by Stephens. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of the financial analyses performed by Stephens. Except as otherwise noted, the quantitative information included in the summary, to the extent that it is based on market data, is based on market data as it existed on or before July 31, 2009 and is not necessarily indicative of current market conditions.
 
The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Stephens’ opinion. In arriving at its fairness determination, Stephens considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Stephens made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Resolute or the Acquisition.
 
Stephens prepared these analyses for purposes of providing its opinion to the board of directors. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold in the future. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Stephens nor any other person assumes responsibility if future results are materially different from those forecasted.
 
As part of its investment banking business, Stephens regularly issues fairness opinions and is continually engaged in the valuation of companies and their securities in connection with business reorganizations, private placements, negotiated underwritings, mergers and acquisitions and valuations for estate, corporate and other purposes. Stephens is entitled to receive a fee and reimbursement of its expenses from HACI for providing its fairness opinion to the board of directors. HACI has also agreed to indemnify Stephens for certain liabilities arising out of its engagement, including certain liabilities that could arise out of providing the opinion letter. In the ordinary course of business, Stephens and its affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt or equity securities or options on securities of HACI or the Company Stephens may in the future pursue investment banking assignments from HACI, the Company or Resolute or their respective sponsors or affiliates or other related companies.
 
Stephens’ opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to Stephens as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion and that Stephens does not have any obligation to update, revise or reaffirm its opinion. Stephens has assumed that the proposed Acquisition will be consummated on the terms of the latest draft of the Acquisition Agreement provided to it, without material


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waiver or modification. Stephens has assumed that in the course of obtaining the necessary regulatory, lending or other consents or approvals (contractual or otherwise) for the Acquisition, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the proposed Acquisition to HACI or its stockholders. Stephens has not expressed any opinion as to the price at which the common stock of HACI or the Company will trade following the announcement or consummation of the Acquisition.
 
Stephens’ opinion is for the use and benefit of HACI and its board of directors. Stephens’ opinion does not address the merits of the underlying decision by HACI to engage in the Acquisition, the merits of the Acquisition as compared to other alternatives potentially available to HACI or the relative effects of any alternative transaction in which HACI might engage, nor is it intended to be a recommendation to any person as to any specific action that should be taken in connection with the Acquisition. Stephens’ opinion is not intended to confer any rights or remedies upon any employee, creditor, stockholder or other equity holder of HACI or the Company, or any other party other than the Company and its board of directors. In addition, except as specifically set forth in its opinion, Stephens has not been asked to address, and its opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of HACI or the Company Stephens has not been asked to express any opinion, and has not expressed any opinion, as to the fairness of the amount or nature of the compensation to any of HACI’s officers, directors or employees, or to any group of such officers, directors or employees, relative to the compensation to other stockholders of HACI. Stephens’ fairness opinion committee has approved Stephens’ opinion as to (i) the fairness to HACI and its stockholders from a financial point of view of the Acquisition Consideration to be paid by HACI in connection with the Acquisition and (ii) whether the fair market value of Resolute meets the 80% Test.
 
Based on the foregoing and Stephens’ general experience as investment bankers, and subject to the qualifications stated in its opinion, Stephens is of the opinion on the date of its opinion that (i) the Acquisition Consideration to be paid by HACI in connection with the Acquisition is fair to HACI and its stockholders from a financial point of view and (ii) the fair market value of Resolute is at least 80% of the Initial Amount held in the trust account.
 
Material Federal Income Tax Consequences of the Acquisition
 
The Company anticipates that the Merger will qualify as part of an exchange of property for stock constituting control of a corporation pursuant to Section 351(a) of the Code. Assuming that Section 351(a) of the Code applies to the Merger, except as described in the “Material U.S. Federal Income Tax Consequences — Tax Consequences of the Merger,” (1) no gain or loss will be recognized on the exchange of the HACI Common Stock by any holder of HACI Common Stock for shares of Company Common Stock, (2) gain or loss should be recognized as a result of the exchange of Public Warrants in return for warrants exercisable for shares of Company Common Stock, (3) the tax basis of the Company Common Stock received by the holders of HACI Common Stock in the Merger should be the same as the adjusted tax basis of the HACI Common Stock surrendered in exchange therefor, (4) the holding period of the Company Common Stock received in the Merger by holders of HACI Common Stock will include the period during which such HACI Common Stock was held, (5) holders of warrants exercisable for shares of Company Common Stock will have an adjusted tax basis in such warrants equal to their fair market value as of the date of the Merger, and (6) the holding period of the warrants exercisable for shares of Company Common Stock received by Public Warrant holders will start on the day after the Merger.
 
See “Material U.S. Federal Income Tax Consequences — Tax Consequences of the Merger” for a more comprehensive discussion of the tax aspects of the Merger.
 
The tax consequences to holders of HACI Common Stock or Public Warrants will depend on their own particular situation. Accordingly, holders of HACI Common Stock or Public Warrants are urged to consult their tax advisors for a full understanding of the particular tax consequences to them.


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Actions That May Be Taken to Secure Approval of HACI Stockholders
 
At any time prior to the special meeting of HACI stockholders, during a period when they are not then aware of any material nonpublic information regarding HACI or its securities, the Company or its securities, HACI, the Initial Stockholders or HACI’s directors and officers, and/or their respective affiliates may negotiate arrangements to provide for the purchase of Public Shares from institutional and other investors, or execute agreements to purchase such shares from them in the future, or they or HACI may enter into transactions with such persons and others to provide them with incentives to acquire shares of Public Shares or vote their shares in favor of the Acquisition Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the issued and outstanding HACI Common Stock vote to approve the Acquisition Proposal or that fewer than 30% of the Public Shares vote against the Acquisition Proposal and properly exercise their conversion rights where it appears that such requirements would otherwise not be met.
 
Purchases of shares by HACI or the persons described above would allow them to exert more influence over the approval of the Acquisition Proposal and other proposals and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it less likely that the holders of 30% or more of the Public Shares will vote against the Acquisition Proposal and properly exercise their conversion rights.
 
Rescission Rights
 
A HACI Public Stockholder at the time of the Acquisition that purchased HACI units in the IPO and has not properly exercised its conversion rights may have securities law claims against HACI for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security) on the basis, for example, that the IPO prospectus, did not disclose that HACI may seek to amend its charter prior to the consummation of a business combination, that funds in the trust account might be used, directly or indirectly, to purchase Public Shares other than from holders who have voted against the Acquisition Proposal and properly demanded that their Public Shares be converted into cash, that HACI may consummate a business combination with an entity engaged in the energy industry as its principal business or that HACI may seek to amend the terms of the Warrant Agreement and exchange a portion of its outstanding Public Warrants for cash financed out of the trust account.
 
A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of such stockholders shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. Such claims may entitle HACI Public Stockholders asserting them to up to $10.00 per share, based on the initial offering price of the HACI units sold in the IPO, less any amount received from the sale or fair market value of the original HACI warrants purchased as part of the HACI units, plus interest from the date of the IPO. In the case of HACI Public Stockholders, this amount may be more than the cash to which they are entitled upon exercise of their conversion rights or liquidation of HACI.
 
Anticipated Accounting Treatment
 
The acquisition of Resolute by HACI will be accounted for as a purchase. The consideration for Resolute will include the fair value of 9,200,000 shares of Company Common Stock, 4,600,000 Company Founders Warrants, 2,333,333 Company Sponsors Warrants, and 1,385,000 Company Earnout Shares and the assumption of all outstanding debt and liabilities of Resolute in excess of the current assets acquired. The actual fair value of the total purchase consideration will vary with fluctuations in the price of HACI Common Stock and with the level of debt outstanding under the Resolute credit facility. Additionally, the actual purchase price allocation will not be known until after closing and will be further impacted by fluctuations in the market price of crude oil and natural gas.


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Regulatory Approvals
 
HACI and Resolute do not expect that the Acquisition will be subject to any state or federal regulatory requirements other than (i) filings under applicable securities laws and the effectiveness of the registration statement of which this proxy statement/prospectus is part, (ii) expiration or early termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and (iii) the filing of certain merger documents with the Secretary of State of the State of Delaware, HACI and Resolute intend to comply with all such requirements.
 
Listing of Company Common Stock
 
The Company will use its reasonable best efforts to cause the shares of Company Common Stock to be issued in connection with the Acquisition to be approved for listing on the NYSE upon the completion of the Acquisition, subject to official notice of issuance. Approval of the listing on the NYSE of the shares of Company Common Stock to be issued in the Acquisition is a condition to each party’s obligation to complete the merger.
 
Required Vote
 
Approval of the Acquisition Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding HACI Common Stock entitled to vote thereon as of the record date. In addition, if holders of 30% or more of the Public Shares vote against the Acquisition Proposal and properly exercise their conversion rights, HACI will not be permitted to consummate the Acquisition.


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THE ACQUISITION AGREEMENT
 
The following summary of the material provisions of the Acquisition Agreement is qualified by reference to the complete text of the Acquisition Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. You are encouraged to read the Acquisition Agreement in its entirety for a more complete description of the terms and conditions of the Acquisition.
 
Acquisition Structure and Consideration
 
On August 2, 2009, HACI entered into the Acquisition Agreement, pursuant to which, through a series of transactions, HACI’s stockholders will collectively acquire a majority of the outstanding shares of Company Common Stock, and the Company will own, directly or indirectly, 100% of the equity interests of the Acquired Entities, with the exception of Aneth, in which the Company will indirectly own a 99.9835% equity interest. In connection with the Acquisition:
 
  •  HACI Contribution.  HACI will acquire an estimated 74.0% membership interest in Aneth (subject to adjustment) in exchange for HACI’s payment to Aneth of an amount in cash equal to the assets in the trust account after deducting amounts necessary to pay (i) the aggregate amount payable to warrantholders in the Cash Exchange, (ii) HACI stockholders who vote against the Acquisition Proposal and properly exercise their conversion rights, (iii) amounts payable by HACI for repurchases of HACI Common Stock, if any, prior to the Acquisition, (iv) HACI’s aggregate costs, fees and expenses in connection with the consummation of an initial business combination, including deferred underwriting commissions. Based on an anticipated contribution of $346 million, HACI will own a membership interest in Aneth.
 
  •  Bank Payoff.  Immediately following the HACI Contribution, Aneth will use all of the proceeds received from HACI in connection with the HACI Contribution to repay a portion of the liabilities outstanding under Aneth’s credit facilities. As of June 30, 2009, there was approximately $417.6 million outstanding under Aneth’s credit facilities. We expect that the amount of the Bank Payoff will be approximately $346 million.
 
  •  Seller Contribution.  Immediately following the repayment of debt described above, Seller will contribute to the Company its interests in the Acquired Entities and its remaining membership interest in Aneth in exchange for: (i) 9,200,000 shares of Company Common Stock; (ii) 4,600,000 Company Founders Warrants; and (iii) 1,385,000 Company Earnout Shares.
 
  •  Sponsor Shares and Warrants.  Immediately prior to the Merger, 7,335,000 shares of HACI Common Stock and 4,600,000 Founder Warrants will be cancelled and forfeited. Prior to the Acquisition, the Founder Warrants will be amended to permit such cancellation.
 
  •  Sale of Sponsor Warrants.  Immediately prior to the Merger, the Sponsor will sell 2,333,333 of its Sponsor Warrants to Seller in exchange for Seller’s payment of $1,166,667 to the Sponsor. After the sale, the Sponsor will own 4,666,667 Sponsor Warrants. Prior to the Acquisition, the Sponsor Warrants will be amended to permit such sale to the Company.
 
  •  Merger.  Immediately following the HACI Contribution and simultaneously with the Seller Contribution, Merger Sub will merge with and into HACI, with HACI surviving. HACI will continue as a wholly-owned subsidiary of the Company. In connection with the Merger, outstanding shares of HACI Common Stock and outstanding HACI warrants, including outstanding Founder Warrants and Sponsor Warrants, will be exchanged for the relevant merger consideration. After the Merger, the former HACI Stockholders and warrantholders will not have any equity ownership interest in HACI.
 
For a more detailed description of the securities of the Company to be issued in the Acquisition, please see the section entitled “Description of Securities.


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Consideration to HACI Stockholders and Warrantholders
 
Pursuant to the Acquisition Agreement, in the Merger, each outstanding share of HACI Common Stock will be exchanged for one share of Company Common Stock; provided that 1,865,000 shares of Company Common Stock received by the Sponsor in the Merger will be Company Earnout Shares and subject to forfeiture if the stock trigger price of $15.00 is not exceeded within five years following the closing of the Acquisition. In addition, warrants to purchase HACI Common Stock (including Public Warrants, Founder Warrants and Sponsor Warrants) will be exchanged as follows:
 
  •  Public Warrants:  Each Public Warrant outstanding will be exchanged, at the election of the warrantholder, for either (i) the right to receive $0.55 in cash, or the Cash Amount, or (ii) a Company warrant; provided that the aggregate number of the Company warrants issuable in the Merger is capped at 50% of the Public Warrants outstanding on the date of the Merger, which we refer to as the Warrant Cap. If the number of the Company warrants evidenced by Warrant Elections exceeds the Warrant Cap, each warrantholder making a Warrant Election will receive the number of the Company warrants equal to its pro rata portion (based on total Warrant Elections) of the Warrant Cap and $0.55 in cash in lieu of each Company warrant not received. Any warrantholder who votes against the Warrant Amendment Proposal or who makes no election will receive the Cash Amount in exchange for each of its Public Warrants.
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