UNITED STATES
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
Date
of report (Date of earliest event reported): January 27, 2009
HICKS ACQUISITION COMPANY I, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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20-8521842 |
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001-33704
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(I.R.S. Employer |
| incorporation)
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(Commission File Number)
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Identification Number) |
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| 100 Crescent Court, Suite 1200 |
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| Dallas, TX |
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| (Address of principal
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75201 |
| executive offices)
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(Zip code) |
(214) 615-2300
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
TABLE OF CONTENTS
Item 1.01. Entry into Material Definitive Agreement.
On
January 27, 2008 Hicks Acquisition Company I, Inc., a Delaware corporation (the “Company”)
entered into a First Amendment (the “Amendment”) to the Equity Purchase Agreement (the “Purchase
Agreement”) with respect to Graham Packaging Holdings Company, a Pennsylvania limited partnership
(“Graham Packaging”).
The Purchase Agreement was originally entered into on July 1, 2008 with Graham Packaging, GPC
Holdings, L.P., a Pennsylvania limited partnership (“GPCH”), Graham Packaging Corporation, a
Pennsylvania corporation (“GPC”), Graham Capital Company, a Pennsylvania limited partnership,
(“GCC”), Graham Engineering Corporation, a Pennsylvania corporation (“GEC” and, together with GPCH,
GCC and GPC, the “Graham Family Holders”), BMP/Graham Holdings Corporation, a Delaware corporation
(“BMP/GHC” and, together with the Graham Family Holders, the “Sellers”), GPC Capital Corp. II, a
Delaware corporation (“IPO Corp.”), and the other parties signatory thereto, pursuant to which
through a series of transactions the Company’s stockholders would acquire a majority of the
outstanding common stock of IPO Corp., par value $0.01 per share, and IPO Corp. would own, either
directly or indirectly, 100% of the partnership interests of Graham Packaging Company, L.P., a
Delaware limited partnership (the “Operating Company”).
The Amendment stipulates that:
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the Company and Blackstone Capital Partners III Merchant Banking Fund L.P., as the
Seller Representative, will each have the right to terminate the Purchase Agreement by
giving written notice to the other; and |
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each party will be released from the Purchase Agreement’s exclusivity provisions and
will be permitted to consider other possible transactions. |
The foregoing summary of the Amendment does not purport to be complete and is subject to, and
qualified in its entirety by the full text of the Amendment attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Item 8.01. Other Events.
On
January 28, 2009, the Company, The Blackstone Group and Graham Packaging issued a joint press
release announcing the execution of the Amendment described above. A copy of the joint press
release is attached hereto as Exhibit 99.1.
No Assurances
There can be no assurance that the transaction contemplated by the Purchase Agreement (the
“Transaction”) will be completed, nor can there be any assurance, if the Transaction is completed,
that the potential benefits of combining the companies will be realized. The description of the
Amendment as contained herein is only a summary and is qualified in its entirety by the full text
of the Amendment attached as Exhibit 2.1 and incorporated herein by reference.
Additional Information About the Transaction and Where to Find It
In connection with the proposed Transaction, IPO Corp, an affiliate of Graham Packaging, has filed
a preliminary Registration Statement on Form S-4 with the Securities and Exchange Commission (the
“SEC”) that includes a preliminary proxy statement of the Company and constitutes a preliminary
prospectus of IPO Corp. Once finalized, the Company will mail the definitive proxy
statement/prospectus to its stockholders. Before making any voting decision, the Company’s
investors and security holders are urged to read the preliminary proxy statement/prospectus and the
definitive proxy statement/prospectus when it becomes available, as well as other relevant
materials filed with the SEC, as they will contain important information regarding the Transaction.
The Company’s stockholders may obtain copies of all documents filed with the SEC regarding the
Transaction, free of charge, at the SEC’s website (www.sec.gov) or by directing a request to the
Company at 100 Crescent Court, Suite 1200, Dallas, TX 75201 or by contacting the Company at (214)
615-2300.
Participants in Solicitation
The Company and its directors and officers may be deemed participants in the solicitation of
proxies to the Company’s stockholders with respect to the Transaction. A list of the names of
those directors and officers and a description of their interests in the Company is contained in
the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2007, which was
filed with the SEC, and would also be contained in the Company’s proxy statement regarding the
Transaction when it becomes available. The Company’s stockholders may obtain additional information
about the interests of the directors and officers of the Company in the Transaction by reading the
preliminary Registration Statement on Form S-4 filed by IPO Corp, which includes a preliminary
proxy statement of the Company.
Information Concerning Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the safe harbor provisions
of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. Forward-looking statements in this report
include matters that involve known and unknown risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or achievements to differ materially from
results expressed or implied by this report. Such risk factors include, among others: uncertainties
as to the timing of the Transaction; approval of the Transaction by the Company’s stockholders; the
satisfaction of closing conditions to the Transaction, including the receipt of regulatory
approvals; costs related to the Transaction; the competitive environment in the industry in which
Graham Packaging operates; the diversion of management time on transaction-related issues; general
economic conditions such as inflation or recession; Graham Packaging’s ability to maintain margins
due to future increases in commodity prices; Graham Packaging’s loss of large customers; operating
Graham Packaging as a public company; Graham Packaging’s continuing net losses; the terms of Graham
Packaging’s debt instruments restrict the manner in which Graham Packaging conducts its business
and may limit Graham Packaging’s ability to implement elements of its business strategy; Graham
Packaging’s indebtedness, which could adversely affect Graham Packaging’s cash flow; despite Graham
Packaging’s current levels of indebtedness, Graham Packaging may incur additional debt in the
future, which could increase the risks associated with Graham Packaging’s leverage; Graham
Packaging’s recovery of the carrying value of its assets; Graham Packaging’s exposure to
fluctuations in resin prices and its dependence on resin supplies; risks associated with Graham
Packaging’s international operations; Graham Packaging’s dependence on significant customers and
the risk that customers will not purchase Graham Packaging’s products in the amounts expected by
Graham Packaging under their requirements contracts; that the majority of Graham Packaging’s sales
are made pursuant to requirements contracts; a decline in prices of plastic packaging; Graham
Packaging’s ability to develop product innovations and improve Graham Packaging’s production
technology and expertise; infringement on Graham Packaging’s proprietary technology; sales of
Graham Packaging’s beverage containers may be affected by cool summer weather; risks associated
with environmental regulation and liabilities; the possibility that Graham Packaging’s
shareholders’ interests will conflict with Graham Packaging’s interests; Graham Packaging’s
dependence on key management and its labor force and the material adverse effect that could result
from the loss of their services; Graham Packaging’s ability to successfully integrate its business
with those of other businesses Graham Packaging may acquire; risks associated with a significant
portion of Graham Packaging’s employees being covered by collective bargaining agreements; Graham
Packaging’s dependence on blow molding equipment providers; market conditions for Graham
Packaging’s products; the inability to maintain growth rates and the related impact on revenue, net
income and fund inflows/ outflows. Actual results may differ materially from those contained in the
forward-looking statements in this report. The Company and Graham Packaging undertake no obligation
and do not intend to update these forward-looking statements to reflect events or circumstances
occurring after the date of this report. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. All forward-looking
statements are qualified in their entirety by this cautionary statement.