SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
HICKS ACQUISITION COMPANY I, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
429086309
(CUSIP Number)
SPO Advisory Corp.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600
with a copy to:
Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067-1725
(310) 712-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 20, 2009
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SPO Partners II, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
17,355,500(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
17,355,500(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,355,500
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
(1) Of these shares, there are 6,524,700 shares of Common Stock and warrants
covering 10,830,800 shares of Common Stock issuable upon conversion.
(2) Power is exercised through its sole general partner, SPO Advisory Partners,
L.P.
Page 3 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SPO Advisory Partners, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
17,355,500(1)(2)(3)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
17,355,500(1)(2)(3)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,355,500
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
(1) Of these shares, there are 6,524,700 shares of Common Stock and warrants
covering 10,830,800 shares of Common Stock issuable upon conversion.
(2) Solely in its capacity as the sole general partner of SPO Partners II, L.P.
(3) Power is exercised through its sole general partner, SPO Advisory Corp.
Page 4 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
San Francisco Partners, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
591,800(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
591,800(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
591,800
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
(1) Of these shares, there are 223,200 shares of Common Stock and warrants
covering 368,600 shares of Common Stock issuable upon conversion.
(2) Power is exercised through its sole general partner, SF Advisory Partners,
L.P.
Page 5 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SF Advisory Partners, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
591,800 (1)(2)(3)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
591,800 (1)(2)(3)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
591,800
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
(1) Of these shares, there are 223,200 shares of Common Stock and warrants
covering 368,600 shares of Common Stock issuable upon conversion.
(2) Solely in its capacity as the sole general partner of San Francisco
Partners, L.P.
(3) Power is exercised through its sole general partner, SPO Advisory Corp.
Page 6 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SPO Advisory Corp.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
17,947,300 (1)(2)(3)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By -0-
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
17,947,300(1)(2)(3)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,947,300
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Of these shares, there are 6,747,900 shares of Common Stock and warrants
covering 11,199,400 shares of Common Stock issuable upon conversion.
(2) Solely in its capacity as the sole general partner of SPO Advisory Partners,
L.P. with respect to 6,524,700 shares of Common Stock and warrants covering
10,830,800 shares of Common Stock issuable upon conversion; and solely in
its capacity as the sole general parter of SF Advisory Partners, L.P. with
respect to 223,200 shares of Common Stock and warrants covering 368,600
shares of Common Stock issuable upon conversion.
(3) Power is exercised through its four controlling persons, John H. Scully,
William E. Oberndorf, William J. Patterson and Edward H. McDermott.
Page 7 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
John H. Scully
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
4,300(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By 17,947,300(3)(4)
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
4,300(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
17,947,300(3)(4)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,951,600
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) Of these shares, there are 2,900 shares of Common Stock and warrants
covering 1,400 shares of Common Stock issuable upon conversion.
(2) These shares are held in the John H. Scully Individual Retirement Account,
which is self-directed.
(3) Of these shares, there are 6,747,900 shares of Common Stock and warrants
covering 11,199,400 shares of Common Stock issuable upon conversion.
(4) These shares may be deemed to be beneficially owned by Mr. Scully solely in
his capacity as one of four controlling persons of SPO Advisory Corp.
Page 8 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
William E. Oberndorf
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
129,000(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By 17,947,300(3)(4)
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
129,000(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
17,947,300(3)(4)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,076,300
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) Of these shares, there are 49,600 shares of Common Stock and warrants
covering 79,400 shares of Common Stock issuable upon conversion.
(2) These shares are held in the William E. Oberndorf Individual Retirement
Account, which is self-directed
(3) Of these shares, there are 6,747,900 shares of Common Stock and warrants
covering 11,199,400 shares of Common Stock issuable upon conversion.
(4) These shares may be deemed to be beneficially owned by Mr. Oberndorf solely
in his capacity as one of four controlling persons of SPO Advisory Corp.
Page 9 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
William J. Patterson
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
400(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By 17,947,300(3)(4)
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
400(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
17,947,300(3)(4)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,947,700
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) Of these shares, there are 300 shares of Common Stock and warrants covering
100 shares of Common Stock issuable upon conversion.
(2) These shares are held in the William J. Patterson Individual Retirement
Account, which is self-directed
(3) Of these shares, there are 6,747,900 shares of Common Stock and warrants
covering 11,199,400 shares of Common Stock issuable upon conversion.
(4) These shares may be deemed to be beneficially owned by Mr. Patterson solely
in his capacity as one of four controlling persons of SPO Advisory Corp.
Page 10 of 24 pages
CUSIP No. 429086309
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
Edward H. McDermott
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
1,400(1)(2)
------------------------------------------------------
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By 17,947,300(3)(4)
Each Reporting Person ------------------------------------------------------
With 9. SOLE DISPOSITIVE POWER
1,400(1)(2)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
17,947,300(3)(4)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,948,700
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(1) Of these shares, there are 500 shares of Common Stock and warrants covering
900 shares of Common Stock issuable upon conversion.
(2) These shares are held in the Edward H. McDermott Individual Retirement
Account, which is self-directed
(3) Of these shares, there are 6,747,900 shares of Common Stock and warrants
covering 11,199,400 share of Common Stock issuable upon conversion.
(4) These shares may be deemed to be beneficially owned by Mr. McDermott solely
in his capacity as one of four controlling persons of SPO Advisory Corp.
Page 11 of 24 pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, par value $0.0001
per share ("Common Stock"), of Hicks Acquisition Company I, Inc., a Delaware
corporation (the "Issuer") and warrants each of which entitles the holder to
purchase one share of Common Stock at a price of $7.50 (the "Warrants," and
collectively with the Common Stock, "Shares"), subject to adjustment,
exercisable upon the completion of an initial business combination by the
Issuer. The principal executive offices of the Issuer are located at 100
Crescent Court, Suite 1200, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The undersigned hereby file this Schedule 13D Statement on behalf
of SPO Partners II, L.P., a Delaware limited partnership ("SPO"), SPO Advisory
Partners, L.P., a Delaware limited partnership ("SPO Advisory Partners"), San
Francisco Partners, L.P., a California limited partnership ("SFP"), SF Advisory
Partners, L.P., a Delaware limited partnership ("SF Advisory Partners"), SPO
Advisory Corp., a Delaware corporation ("SPO Advisory Corp."), John H. Scully
("JHS"), William E. Oberndorf ("WEO"), William J. Patterson ("WJP"), and Edward
H. McDermott ("EHM"). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO
Advisory Corp., JHS, WEO, WJP and EHM are sometimes hereinafter referred to as
the "Reporting Persons." The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"),
although neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Reporting Persons that a group exists.
(b) - (c)
SPO
SPO is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SPO, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to SPO Advisory Partners, the sole general partner of SPO, is set
forth below.
SPO ADVISORY PARTNERS
SPO Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SPO. The principal
business address of SPO Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SPO Advisory Corp., the sole general partner of SPO Advisory
Partners, is set forth below.
SFP
SFP is a California limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SFP, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to SF Advisory Partners, the sole general partner of SFP, is set
forth below.
Page 12 of 24 pages
SF ADVISORY PARTNERS
SF Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SFP. The principal
business address of SF Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SPO Advisory Corp., the sole general partner of SF Advisory Partners,
is set forth below.
SPO ADVISORY CORP.
SPO Advisory Corp. is a Delaware corporation, the principal business of
which is serving as the sole general partner of each of SPO Advisory Partners
and SF Advisory Partners. The principal business address of SPO Advisory Corp.,
which also serves as its principal office, is 591 Redwood Highway, Suite 3215,
Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the
Act, certain information with respect to JHS, WEO, WJP and EHM, the four
controlling persons of SPO Advisory Corp., is set forth below.
JHS
JHS' business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co., a Delaware corporation. The principal business
of SPO Partners & Co. is operating as an investment firm. The principal business
address of SPO Partners & Co., which serves as its principal office, is 591
Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is one of four
controlling persons of SPO Advisory Corp., the sole general partner of each of
SPO Advisory Partners and SF Advisory Partners.
WEO
WEO's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. The principal business of SPO Partners & Co. is
operating as an investment firm. The principal business address of SPO Partners
& Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215,
Mill Valley, California 94941. WEO is one of four controlling persons of SPO
Advisory Corp., the sole general partner of SPO Advisory Partners and SF
Advisory Partners.
WJP
WJP's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. The principal business of SPO Partners & Co. is
operating as an investment firm. The principal business address of SPO Partners
& Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215,
Mill Valley, California 94941. WJP is one of four controlling persons of SPO
Advisory Corp., the sole general partner of SPO Advisory Partners and SF
Advisory Partners.
EHM
EHM's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. The principal business of SPO Partners & Co. is
operating as an investment firm. The principal business address of SPO Partners
& Co., which serves as its principal office, is 591 Redwood Highway, Suite 3215,
Page 13 of 24 pages
Mill Valley, California 94941. EHM is one of four controlling persons of SPO
Advisory Corp., the sole general partner of SPO Advisory Partners and SF
Advisory Partners.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase Shares are as follows:
NAME SOURCE OF FUNDS AMOUNT OF FUNDS
-------------------------------------------------------------------------------
SPO Contributions from Partners $ 69,261,078
SPO Advisory Partners Not Applicable Not Applicable
SFP Contributions from Partners $ 2,368,209
SF Advisory Partners Not Applicable Not Applicable
SPO Advisory Corp. Not Applicable Not Applicable
JHS Not Applicable and Personal Funds(1) $ 28,759
WEO Not Applicable and Personal Funds(1) $ 523,390
WJP Not Applicable and Personal Funds(1) $ 2,962
EHM Not Applicable and Personal Funds(1) $ 5,324
__________
(1) As used herein, the term "Personal Funds" includes sums borrowed from banks
and brokerage firm margin accounts, none of which were borrowed or otherwise
obtained for the specified purpose of acquiring, holding, trading or voting
shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer is a special purpose acquisition company which, under the
terms of its charter, must consummate an initial business combination on or
before September 28, 2009, or liquidate its assets. On August 2, 2009, the
Issuer entered into a Purchase and IPO Reorganization Agreement, by and among
the Issuer, Resolute Energy Corporation ("Resolute"), Resolute Subsidiary
Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC, Resolute Holdings Sub,
LLC, and HH-HACI, L.P. (the "Agreement"). Pursuant to the Agreement, the Issuer
will engage in a series of transactions which will result in: 1) the Issuer
being merged into Resolute Subsidiary Corporation, thereby becoming a
wholly-owned subsidiary of Resolute, 2) the current shareholders of the Issuer
holding 82% of the stock of Resolute, and 3) Resolute becoming a public company
(the "Transactions"). The Transactions are
Page 14 of 24 pages
subject to a number of conditions including receipt of shareholder approval
approving the Transactions (the "Acquisition Proposal") and certain amendments
to the Issuer's charter (the "Charter Amendment Proposal") and the receipt of
warrantholder approval to amend the terms of the warrant agreement governing the
Warrants (the "Warrant Amendment Proposal", and together with the Acquisition
Proposal and the Charter Proposal, the "Proposals").
The Reporting Persons have acquired the Shares reported herein for
investment purposes. The Reporting Persons currently intend to exercise their
rights to vote the Shares in favor of the Proposals. However, the Reporting
Persons expressly reserve the right to take whatever future action they deem
appropriate regarding the Issuer and its securities under the circumstances as
they then exist, including exercising their right to vote their Shares against
the Proposals. The Reporting Persons have had, and may from time to time in the
future have, discussions with management, members of the board of directors, and
other shareholders of the Issuer regarding the Transactions, Proposals or such
other matters as the Reporting Persons may deem relevant to their investments in
the Shares.
Whether the Reporting Persons vote their Shares in favor of, or
against, the Proposals, acquire any additional Common Stock, Warrants or other
securities of the Issuer or dispose of any Common Stock, Warrants or other
securities of the Issuer, and the amount and timing of any such transactions,
will depend upon each Reporting Person's individual continuing assessments of
all pertinent factors, including the Reporting Persons assessment of the
advisability of the Transactions versus any available alternatives, which may
include the Reporting Persons assessment of the proceeds which could be received
in a liquidation of the Issuer, the availability of Common Stock, Warrants or
other securities of the Issuer for purchase at particular price levels, the
Issuer's and the particular Reporting Person's business and prospects, other
business investment opportunities available to the particular Reporting Person,
economic conditions, stock market conditions, the attitudes and actions of the
Board of Directors and management of the Issuer, the availability and nature of
opportunities to dispose of the particular Reporting Person's interest in the
Issuer, and other plans and requirements of the particular Reporting Person.
Depending upon its individual assessments of these factors from time to time,
each Reporting Person may change its present intentions as stated above,
including determining to vote for or against the Proposals, acquire additional
Common Stock, Warrants or other securities of the Issuer (by means of open
market or privately negotiated purchases) or to dispose of some or all of the
Common Stock, Warrants or other securities of the Issuer held by or under the
control of such Reporting Person. In addition, each Reporting Person may from
time to time enter into equity swap or other derivative transactions with
respect to its investment in the Common Stock, Warrants or other securities of
the Issuer, which may either increase or decrease the Reporting Person's
economic exposure to the Common Stock, Warrants or other securities of the
Issuer.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Percentage interest calculations for each Reporting Person are
based upon the Issuer having 69,000,000 total outstanding shares of Common Stock
as reported on the Issuer's 10-Q filed with the Securities and Exchange
Commission on August 10, 2009 and assumes the conversion of 11,281,200 Warrants
convertible into Common Stock for a total of 80,281,200.
Page 15 of 24 pages
SPO
The aggregate number of Shares that SPO owns beneficially, pursuant to
Rule 13d-3 of the Act, is 17,355,500 Shares, which constitutes approximately
21.6 % of the outstanding Shares.
SPO Advisory Partners
Because of its position as the sole general partner of SPO, SPO
Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 17,355,500 Shares, which constitutes approximately 21.6 % of
the outstanding Shares.
SFP
The aggregate number of Shares that SFP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 591,800 Shares, which constitutes approximately 0.7 %
of the outstanding Shares.
SF Advisory Partners
Because of its position as the sole general partner of SFP, SF Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 591,800 Shares, which constitutes approximately 0.7 % of the
outstanding Shares.
SPO Advisory Corp.
Because of its positions as the sole general partner of each of SPO
Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 17,947,300 Shares
in the aggregate, which constitutes approximately 22.4 % of the outstanding
Shares.
JHS
Individually, and because of his position as a control person of SPO
Advisory Corp., JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 17,951,600 Shares in the aggregate, which constitutes
approximately 22.4 % of the outstanding Shares.
WEO
Individually, and because of his position as a control person of SPO
Advisory Corp., WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 18,076,300 Shares in the aggregate, which constitutes
approximately 22.5 % of the outstanding Shares.
WJP
Individually, and because of his position as a control person of SPO
Advisory Corp., WJP may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 17,947,700 Shares in the aggregate, which constitutes
approximately 22.4 % of the outstanding Shares.
Page 16 of 24 pages
EHM
Individually, and because of his position as a control person of SPO
Advisory Corp., EHM may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 17,948,700 Shares in the aggregate, which constitutes
approximately 22.4 % of the outstanding Shares.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 hereof is the
beneficial owner of any Shares.
(b) SPO
Acting through its sole general partner, SPO has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 17,355,500
Shares.
SPO Advisory Partners
Acting through its sole general partner and in its capacity as the sole
general partner of SPO, SPO Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 17,355,500
Shares.
SFP
Acting through its sole general partner, SFP has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 591,800
Shares.
SF Advisory Partners
Acting through its sole general partner and in its capacity as the sole
general partner of SFP, SF Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 591,800 Shares.
SPO Advisory Corp.
Acting through its controlling persons and in its capacities as the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
SPO Advisory Corp. has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 17,947,300 Shares in the aggregate.
JHS
As one of four controlling persons of SPO Advisory Corp., which is the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
JHS may be deemed to have shared power with WEO, WJP and EHM to vote or to
direct the vote and to dispose or to direct the disposition of 17,947,300 Shares
held by SPO and SFP in the aggregate. In addition, JHS has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 4,300
Shares held in JHS's Individual Retirement Account, which is self directed.
WEO
As one of four controlling persons of SPO Advisory Corp., which is the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
WEO may be deemed to have shared power with JHS, WJP and EHM to vote or to
direct the vote and to dispose or to direct the disposition of 17,947,300 Shares
held by SPO and SFP in the aggregate. In addition, WEO has the sole power to
vote
Page 17 of 24 pages
or to direct the vote and to dispose or to direct the disposition of 129,000
Shares held in WEO's Individual Retirement Account, which is self directed.
WJP
As one of four controlling persons of SPO Advisory Corp., which is the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
WJP may be deemed to have shared power with JHS, WEO and EHM to vote or to
direct the vote and to dispose or to direct the disposition of 17,947,300 Shares
held by SPO and SFP in the aggregate. In addition, WJP has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 400
Shares held in WJP's Individual Retirement Account, which is self directed.
EHM
As one of four controlling persons of SPO Advisory Corp., which is the
sole general partner of each of SPO Advisory Partners and SF Advisory Partners,
WJP may be deemed to have shared power with JHS, WEO and WJP to vote or to
direct the vote and to dispose or to direct the disposition of 17,947,300 Shares
held by SPO and SFP in the aggregate. In addition, EHM has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 1,400
Shares held in EHM's Individual Retirement Account, which is self directed.
(c) Within the past 60 days of the date of this statement, Reporting
Persons acquired Shares through open market purchases as set forth on Schedule I
attached hereto.
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in Shares during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of distributions with respect to, or the proceeds from the sale of,
Shares owned by such Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement pursuant to Rule 13d-1(k)
Exhibit B: Power of Attorney
Page 18 of 24 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 31, 2009 By: /s/ Kim M. Silva
---------------------------------
Kim M. Silva
Attorney-in-Fact for:
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
WILLIAM E. OBERNDORF (1)
WILLIAM J. PATTERSON (1)
EDWARD H. MCDERMOTT (1)
(1) A Power of Attorney authorizing
Kim M. Silva to act on behalf of this
person or entity is filed as Exhibit B.
Page 19 of 24 pages
SCHEDULE I TO SCHEDULE 13D FOR SPO PARTNERS II, L.P.
----------------------------------------------------------------------------------------------------------------------------
Class of
Security
CS = Common
Date of Stock Number of Price Per Where/How
Reporting Person Transaction Type W = Warrants Shares Share $ Transaction Effected
-----------------------------------------------------------------------------------------------------------------------------
SPO Partners II, L.P. 8/18/09 Buy CS 247,115 9.70 Open Market/Broker
SPO Partners II, L.P. 8/18/09 Buy CS 8,333 9.71 Open Market/Broker
SPO Partners II, L.P. 8/18/09 Buy CS 990,852 9.72 Open Market/Broker
San Francisco Partners II, L.P. 8/18/09 Buy CS 8,466 9.70 Open Market/Broker
San Francisco Partners II, L.P. 8/18/09 Buy CS 285 9.71 Open Market/Broker
San Francisco Partners II, L.P. 8/18/09 Buy CS 33,949 9.72 Open Market/Broker
John H Scully IRRA 8/18/09 Buy CS 416 9.70 Open Market/Broker
John H Scully IRRA 8/18/09 Buy CS 14 9.71 Open Market/Broker
John H Scully IRRA 8/18/09 Buy CS 1,670 9.72 Open Market/Broker
William J. Patterson's IRA 8/18/09 Buy CS 20 9.70 Open Market/Broker
William J. Patterson's IRA 8/18/09 Buy CS 1 9.71 Open Market/Broker
William J. Patterson's IRA 8/18/09 Buy CS 79 9.72 Open Market/Broker
William E. Oberndorf IRA 8/18/09 Buy CS 1,963 9.70 Open Market/Broker
William E. Oberndorf IRA 8/18/09 Buy CS 66 9.71 Open Market/Broker
William E. Oberndorf IRA 8/18/09 Buy CS 7,871 9.72 Open Market/Broker
Edward H. McDermott SEP IRA 8/18/09 Buy CS 20 9.70 Open Market/Broker
Edward H. McDermott SEP IRA 8/18/09 Buy CS 1 9.71 Open Market/Broker
Edward H. McDermott SEP IRA 8/18/09 Buy CS 79 9.72 Open Market/Broker
SPO Partners II, L.P. 8/18/09 Buy W 1,595,234 0.395 Open Market/Broker
SPO Partners II, L.P. 8/18/09 Buy W 505,266 0.40 Open Market/Broker
San Francisco Partners II, L.P. 8/18/09 Buy W 54,833 0.395 Open Market/Broker
San Francisco Partners II, L.P. 8/18/09 Buy W 17,367 0.40 Open Market/Broker
John H Scully IRRA 8/18/09 Buy W 1,063 0.395 Open Market/Broker
John H Scully IRRA 8/18/09 Buy W 337 0.40 Open Market/Broker
William J. Patterson's IRA 8/18/09 Buy W 76 0.395 Open Market/Broker
William J. Patterson's IRA 8/18/09 Buy W 24 0.40 Open Market/Broker
William E. Oberndorf IRA 8/18/09 Buy W 19,366 0.395 Open Market/Broker
William E. Oberndorf IRA 8/18/09 Buy W 6,134 0.40 Open Market/Broker
Edward H. McDermott SEP IRA 8/18/09 Buy W 228 0.395 Open Market/Broker
Edward H. McDermott SEP IRA 8/18/09 Buy W 72 0.40 Open Market/Broker
SPO Partners II, L.P. 08/20/09 Buy CS 1,637,973 9.75 Open Market/Broker
SPO Partners II, L.P. 08/20/09 Buy CS 279,527 9.76 Open Market/Broker
San Francisco Partners II, L.P. 08/20/09 Buy CS 56,208 9.75 Open Market/Broker
San Francisco Partners II, L.P. 08/20/09 Buy CS 9,592 9.76 Open Market/Broker
John H Scully IRRA 08/20/09 Buy CS 683 9.75 Open Market/Broker
John H Scully IRRA 08/20/09 Buy CS 117 9.76 Open Market/Broker
William J. Patterson's IRA 08/20/09 Buy CS 171 9.75 Open Market/Broker
Page 20 of 24 pages
SCHEDULE I TO SCHEDULE 13D FOR SPO PARTNERS II, L.P.
----------------------------------------------------------------------------------------------------------------------------
Class of
Security
CS = Common
Date of Stock Number of Price Per Where/How
Reporting Person Transaction Type W = Warrants Shares Share $ Transaction Effected
-----------------------------------------------------------------------------------------------------------------------------
William J. Patterson's IRA 08/20/09 Buy CS 29 9.76 Open Market/Broker
William E. Oberndorf IRA 08/20/09 Buy CS 13,240 9.75 Open Market/Broker
William E. Oberndorf IRA 08/20/09 Buy CS 2,260 9.76 Open Market/Broker
Edward H. McDermott SEP IRA 08/20/09 Buy CS 171 9.75 Open Market/Broker
Edward H. McDermott SEP IRA 08/20/09 Buy CS 29 9.76 Open Market/Broker
SPO Partners II, L.P. 08/21/09 Buy CS 1,438,800 9.76 Open Market/Broker
San Francisco Partners II, L.P. 08/21/09 Buy CS 49,400 9.76 Open Market/Broker
William E. Oberndorf IRA 08/21/09 Buy CS 11,700 9.76 Open Market/Broker
Edward H. McDermott SEP IRA 08/21/09 Buy CS 100 9.76 Open Market/Broker
SPO Partners II, L.P. 08/28/09 Buy CS 1,922,100 9.77 Private/Broker(1)
San Francisco Partners II, L.P. 08/28/09 Buy CS 65,300 9.77 Private/Broker(1)
William E. Oberndorf IRA 08/28/09 Buy CS 12,500 9.77 Private/Broker(1)
Edward H. McDermott SEP IRA 08/28/09 Buy CS 100 9.77 Private/Broker(1)
SPO Partners II, L.P. 08/28/09 Buy W 8,730,300 0.5498 Private/Broker(1)
San Francisco Partners II, L.P. 08/28/09 Buy W 296,400 0.5498 Private/Broker(1)
William E. Oberndorf IRA 08/28/09 Buy W 53,900 0.5498 Private/Broker(1)
Edward H. McDermott SEP IRA 08/28/09 Buy W 600 0.5498 Private/Broker(1)
----------------------------------------------------------------------------------------------------------------------------
(1) These transactions were executed simultaneously in a single block trade on
August 28, 2009, in which 2,000,000 shares of Common Stock and 9,081,200
Warrants were purchased.
Page 21 of 24 pages
EXHIBIT INDEX
EXHIBIT DOCUMENT DESCRIPTION
--------------------------------------------------------------------------------
A Agreement Pursuant to Rule 13d-1 (k)
B Power of Attorney