Edgar Filing: Hicks Acquisition CO I Inc.

Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Hicks Acquisition Company I, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

429086309

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No.		429086309


1	NAMES OF REPORTING PERSONS
	Fir Tree SPAC Holdings 1, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,893,253

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,893,253

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,893,253

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		429086309


1	NAMES OF REPORTING PERSONS
	Fir Tree SPAC Holdings 2, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,641,138

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,641,138

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,641,138

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		429086309


1	NAMES OF REPORTING PERSONS
	Fir Tree Value Master Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			625,609

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			625,609

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	625,609

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		429086309


1	NAMES OF REPORTING PERSONS
	Fir Tree, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,160,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			6,160,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,160,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

SCHEDULE 13G/A

This Amendment No. 2 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Fir Tree SPAC Holdings 1, LLC, a Delaware limited liability company (“SPAC Holdings 1”), Fir Tree SPAC Holdings 2, LLC, a Delaware limited liability company (“SPAC Holdings 2”), Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”) and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock, par value $0.0001 (the “Common Stock”) of Hicks Acquisition Company I, Inc., a Delaware corporation (the “Issuer”), owned by SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value. Fir Tree SPAC Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir Tree SPAC Master”), is the sole member of SPAC Holdings 1 and SPAC Holdings 2, and Fir Tree is the investment manager of SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value.

In addition to updating the holdings of the Reporting Persons, this Amendment is being filed to report that Sapling, LLC, a Delaware limited liability company, and Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership, transferred ownership of their shares of Common Stock to SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value and consequently ceased to be Reporting Persons.


Item 1(a)		Name of Issuer.


		Hicks Acquisition Company I, Inc.


Item 1(b)		Address of Issuer’s Principal Executive Offices.


		100 Crescent Court, Suite 1200 Dallas, Texas, 75201


Item 2(a)		Name of Person Filing.


Item 2(b)		Address of Principal Business Office.


Item 2(c)		Place of Organization.


		Fir Tree, Inc. 505 Fifth Avenue 23^rd Floor New York, New York 10017 A New York corporation


		Fir Tree SPAC Holdings 1, LLC 505 Fifth Avenue 23^rd Floor New York, New York 10017 A Delaware limited liability company


		Fir Tree SPAC Holdings 2, LLC 505 Fifth Avenue 23^rd Floor


		New York, New York 10017 A Delaware limited liability company


		Fir Tree Value Master Fund, L.P. c/o Admiral Administration Ltd. Admiral Financial Center, 5th Floor 90 Fort Street, Box 32021 SMB Grand Cayman, Cayman Islands A Cayman Islands exempted limited partnership

Fir Tree, Inc. is the investment manager for each of SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value, and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by each of them.


Item 2(d)		Title of Class of Securities.


		common stock, par value $0.0001 (the “Common Stock”)


Item 2(e)		CUSIP Number.


		429086309


Item 3		Reporting Person.


		The person filing is not listed in Items 3(a) through 3(j).


Item 4		Ownership.

	(a)		SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value are the beneficial owners of 3,893,253 shares of Common Stock, 1,641,138 shares of Common Stock and 625,609 shares of Common Stock, respectively. Fir Tree may be deemed to beneficially own the shares of Common Stock held by SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value as a result of being the investment manager of SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value.

	(b)		SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value are the beneficial owners of 5.6%, 2.4% and 0.9%, respectively, of the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 6,160,000 shares of Common Stock which represent 8.9% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by 69,000,000, the number of shares of Common Stock issued and outstanding as of November 14, 2008, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 14, 2008.

(c)

SPAC Holdings 1 may direct the vote and disposition of 3,893,253 shares of Common Stock. SPAC Holdings 2 may direct the vote and disposition of 1,641,138 shares of Common Stock. Fir Tree Value may direct the vote and disposition of 625,609 shares of Common Stock. Fir Tree has been granted investment discretion over the Common Stock held by SPAC Holdings 1, SPAC Holdings 2 and Fir Tree Value.


Item 5		Ownership of Five Percent or Less of a Class.


		Inapplicable.


Item 6		Ownership of More Than Five Percent on Behalf of Another Person.


		Fir Tree SPAC Master, as the sole member of SPAC Holdings 1 and SPAC Holdings 2, has the right to receive dividends from and the proceeds from the sale of the shares of Common Stock.


Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.


		Inapplicable.


Item 8		Identification and Classification of Members of the Group.


		Inapplicable.


Item 9		Notice of Dissolution of Group.


		Inapplicable.


Item 10		Certification.


		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date: February 11, 2009


FIR TREE SPAC HOLDINGS 1, LLC
By:	FIR TREE, INC., its Manager


By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE SPAC HOLDINGS 2, LLC
By:	FIR TREE, INC., its Manager


By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE VALUE MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager


By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE, INC.
By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

EXHIBIT INDEX


Exhibit No.		Description

	1	Joint Filing Agreement