Hicks Acquisition (TOH) Announces Agreement for Graham Packaging to go Public

June 30, 2008 9:43 AM EDT

Hicks Acquisition Company I, Inc. (AMEX: TOH) has reached an agreement in principle - subject to execution of a definitive agreement, which is expected to be finalized in the next few days - pursuant to which Graham Packaging Holdings Co. will go public through a transaction with Hicks Acquisition in partnership with The Blackstone Group (NYSE: BX) and the Graham Group. The transaction, valued at approximately $3.2 billion, is believed to be the largest ever between a SPAC and an industrial company.

Following completion of the transaction, the combined enterprise will be renamed Graham Packaging Company and will apply for listing on the New York Stock Exchange. Blackstone has agreed it will maintain the largest ownership stake for at least two years as it continues to play an important role in guiding the Company strategically and operationally.

Graham Packaging will go public through the transaction with Hicks Acquisition. In connection with the transaction, the current stockholders of Graham Packaging will receive $350 million of cash held in trust, 35.0 million common shares, and 2.8 million warrants upon completion of the transaction. The purchase consideration includes a transfer of value to the Current Graham Equity Holders of approximately 2.8 million Founder's shares and warrants. In exchange, the Hicks-led sponsor will retain, through a series of transactions, Earnout Units, the shares of which have a trigger price of $13.75 and the warrants of which will become exercisable at a strike price of $10.00 and a trigger price of $15.00.[SM]

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