The Blackstone Group and Hicks Acquisition Co. have amended an agreement whereby Graham Packaging Holdings Co. would go public through a transaction with Hicks, existing Graham owner Blackstone Group and Graham management. The transaction is valued at approximately $3.2 billion, and is believed to be the largest ever between a SPAC and an industrial company. Under terms of the amendment, both Hicks and Blackstone now have the right to terminate the agreement by giving written notice to the other, and each party is released from the agreement’s exclusivity provisions and will be permitted to consider other possible transactions.
Hicks Acquisition Company I, Inc. (AMEX: TOH) (“Hicks Acquisition”), a Dallas-based special purpose acquisition company (“SPAC”), Graham Packaging Holdings Company (“Graham Packaging”) and The Blackstone Group (NYSE: BX) announced today that they have amended their previously announced agreement under which Graham Packaging will go public through a transaction with Hicks Acquisition in partnership with Blackstone and the Graham Group.
The amendment stipulates, among other things, that:
Hicks Acquisition and Blackstone will each have the right to terminate the agreement by giving written notice to the other; and
Each party will be released from the agreement’s exclusivity provisions and will be permitted to consider other possible transactions.
There can be no assurance that 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 reference to the amendment, a copy of which will be filed by each of Hicks Acquisition and Graham Packaging with the Securities and Exchange Commission (the “SEC”) as exhibits to Current Reports on Form 8-K.
Hicks Acquisition is a special purpose acquisition company, launched in October 2007 in an initial public offering that was at the time, at $552 million of gross proceeds, the largest SPAC IPO. Founded by Thomas O. Hicks, Hicks Acquisition was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.
About The Blackstone Group
Blackstone (NYSE: BX) is one of the world’s leading investment and advisory firms with total assets under management of approximately $116 billion. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies it invests in, the companies it advises and the broader global economy. Blackstone accomplishes this through the commitment of its extraordinary people and flexible capital. Blackstone’s alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge funds, funds of funds, debt funds, collateralized loan obligation vehicles (CLOs) and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including mergers and acquisitions advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com.
About Graham Packaging
Graham Packaging, based in York, PA, is a worldwide leader in the design, manufacture, and sale of technology-based, customized blow-molded plastic containers for the branded food and beverage, household, personal care/specialty, and automotive lubricants product categories. Graham Packaging has an extensive blue-chip customer base that includes many of the world’s largest branded consumer products companies. It produces more than 20 billion container units annually at 82 plants in North America, Europe, and South America, and had sales of $2.49 billion in 2007.
Graham Packaging is a leading U.S. supplier of plastic containers for hot-fill juice and juice drinks, sports drinks, drinkable yogurt and smoothies, nutritional supplements, wide-mouth food, dressings, condiments, and beers; the leading global supplier of plastic containers for yogurt drinks; a leading supplier of plastic containers for liquid fabric care products, dish care products, and hard-surface cleaners; and the leading supplier in the U.S., Canada, and Brazil of one-quart/one-liter plastic motor oil containers. The Blackstone Group of New York is the majority owner of Graham Packaging.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, GPC Capital Corp. II (“GPC”), an affiliate of Graham Packaging, has filed a preliminary Registration Statement on Form S-4 with the SEC that includes a preliminary proxy statement of Hicks Acquisition and constitutes a preliminary prospectus of GPC. Once finalized, Hicks Acquisition will mail the definitive proxy statement/prospectus to its stockholders. Before making any voting decision, Hicks Acquisition’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. Hicks Acquisition’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 Hicks Acquisition at 100 Crescent Court, Suite 1200, Dallas, TX 75201 or by contacting Hicks Acquisition at (214) 615-2300.
Participants in Solicitation
Hicks Acquisition and its directors and officers may be deemed participants in the solicitation of proxies to Hicks Acquisition’s stockholders with respect to the transaction. A list of the names of those directors and officers and a description of their interests in Hicks Acquisition is contained in the Hicks Acquisition’s annual report on Form 10-K for the fiscal year ended December 31, 2007, which was filed with the SEC. Hicks Acquisition stockholders may obtain additional information about the interests of the directors and officers of Hicks Acquisition in the transaction by reading the preliminary Registration Statement on Form S-4 filed by GPC, which includes a preliminary proxy statement of Hicks Acquisition.
Graham Packaging and its officers and directors may be deemed participants in the solicitation of proxies from Hicks Acquisition’s stockholders with respect to the transaction. Information concerning Graham Packaging’s directors and executive officers is set forth in the publicly filed documents of Graham Packaging. Hicks Acquisition’s stockholders may obtain more detailed information regarding the direct and indirect interests of Graham Packaging and its directors and executive officers in the transaction by reading the preliminary Registration Statement on Form S-4 filed by GPC, which includes a preliminary proxy statement of Hicks Acquisition.