Attached files
file | filename |
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EX-3.1 - EX-3.1 - Hicks Acquisition CO II, Inc. | d76943exv3w1.htm |
EX-3.2 - EX-3.2 - Hicks Acquisition CO II, Inc. | d76943exv3w2.htm |
EX-4.1 - EX-4.1 - Hicks Acquisition CO II, Inc. | d76943exv4w1.htm |
EX-10.1 - EX-10.1 - Hicks Acquisition CO II, Inc. | d76943exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 14, 2010
HICKS ACQUISITION COMPANY II, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or other jurisdiction of incorporation) |
000-54151 (Commission File Number) |
80-0611167 (I.R.S. Employer Identification Number) |
100 Crescent Court, Suite 1200 Dallas, TX (Address of principal executive offices) |
75201 (Zip code) |
(214) 615-2300
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 8.01. | Other Events. |
On October 14, 2010, Hicks Acquisition Company II, Inc. (the Company) consummated its
initial public offering (the Offering) of 15,000,000 of its units (the Units). Each Unit
consists of one share of the Companys common stock, par value $0.0001 per share (Common Stock)
and one warrant (Warrant) to purchase one share of Common Stock at an exercise price of $12.00
per share. The Warrants will become exercisable on the later of 30 days after the completion of
the Companys initial business combination or October 14, 2011, which is the date 12 months from
the closing of the Offering, and will expire five years after the completion of the Companys
initial business combination, or earlier upon redemption or liquidation. Once the Warrants become
exercisable, they will be redeemable in whole and not in part at a price of $0.01 per Warrant upon
a minimum of 30 days notice, but such redemption may only occur if the last sale price of the
Companys Common Stock equals or exceeds $18.00 per share for any 20 trading days within the
30-trading day period ending on the third business day before the Company sends notice of
redemption to the Warrant holders. The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds, before expenses, of $150,000,000.
Simultaneously with the consummation of the Offering, the Company consummated the private sale
of 6,666,667 warrants (the Sponsor Warrants) to HH-HACII, L.P., a Delaware limited partnership
(the Sponsor), at a price of $0.75 per Sponsor Warrant, generating gross proceeds, before
expenses, of $5,000,000 (the Private Placement). The Sponsor Warrants are identical to the
Warrants included in the Units sold in the Offering, except that the Sponsor Warrants (i) will not
be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees,
(ii) may be exercised by the holders thereof on a cashless basis, and (iii) may not be
transferred, assigned or sold, except to certain permitted transferees, until 30 days after the
Company completes its initial business combination. If the Company does not complete an initial
business combination within 21 months from the closing of the Offering, the $5,000,000 in gross
proceeds from the sale of the Sponsor Warrants in the Private Placement will be used by the Company
to fund the redemption of its shares of Common Stock sold as part of the Units in the Offering, and
the Sponsor Warrants will expire worthless.
Approximately $149.25 million of the proceeds from the Offering and Private Placement were
placed in a trust account at JP Morgan Chase, N.A., with Continental Stock Transfer & Trust Company
acting as trustee. Except for a portion of the interest income that may be released to the Company
to pay income or franchise taxes and to fund its working capital requirements, and any amounts
necessary to purchase up to 15% of the Common Stock issued by the Company in the Offering in
certain circumstances, none of the funds held in the trust account will be released until the
earlier of the completion of the Companys initial business combination and the redemption of 100%
of the Common Stock issued by the Company in the Offering if the Company is unable to consummate an
initial business combination within 21 months from the closing of the Offering.
The Company is including as exhibits to this Current Report on Form 8-K executed copies of its
Investment Management Trust Agreement and Warrant Agreement and as adopted copies of its Amended
and Restated Certificate of Incorporation and Amended and Restated Bylaws.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | ||
Number | Exhibit | |
3.1* | Amended and Restated Certificate of Incorporation. |
|
3.2* | Amended and Restated Bylaws. |
|
4.1* | Warrant Agreement, dated as of October 8, 2010,
by and between Hicks Acquisition Company II, Inc. and
Continental Stock Transfer & Trust Company. |
|
10.1* | Investment Management Trust Agreement, dated as
of October 8, 2010, by and between Hicks Acquisition
Company II, Inc. and Continental Stock Transfer &
Trust Company. |
* | Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: October 15, 2010
Hicks Acquisition Company II, Inc. |
||||
By: | /s/ Robert M. Swartz | |||
Robert M. Swartz | ||||
President and Chief Executive Officer | ||||
EXHIBIT INDEX
Exhibit | ||
Number | Exhibit | |
3.1* | Amended and Restated Certificate of Incorporation. |
|
3.2* | Amended and Restated Bylaws. |
|
4.1* | Warrant Agreement, dated as of October 8, 2010,
by and between Hicks Acquisition Company II, Inc. and
Continental Stock Transfer & Trust Company. |
|
10.1* | Investment Management Trust Agreement, dated as
of October 8, 2010, by and between Hicks Acquisition
Company II, Inc. and Continental Stock Transfer &
Trust Company. |
* | Filed herewith. |