HICKS ACQUISITION CO II (NASDAQ:HKAC)

APPLETON, Wis. and DALLAS, May 16, 2012 /PRNewswire/ -- Appleton Papers Inc. ("Appleton") and Hicks Acquisition Company II, Inc. (Nasdaq: HKAC) today announced a definitive agreement under which Appleton will engage in a business combination with Hicks Acquisition Company II valued at $675 million. The combined company will be listed on the Nasdaq exchange, positioning Appleton for long-term growth and profitability with an improved balance sheet and greater access to capital. Appleton is a leading manufacturer of specialty high value-added coated paper products and a provider of proprietary encapsulation applications. Hicks Acquisition Company II is a special purpose acquisition company founded and headed by Thomas O. Hicks with approximately $149.3 million of cash in trust.

One day after the closing of the transactions contemplated by the Equity Purchase Agreement with Appleton , pursuant to the Cross Purchase Agreement, PDC will sell the Over-the-Top Units to Hicks Acquisition Company II, Inc (HACII), which will immediately surrender the Over-the-Top Units to Appleton for cancellation and, upon its receipt thereof, Appleton will issue to HACII a number of Appleton Class A Units equal to the number of cancelled Over-the-Top Units. In exchange,

 (i) PDC will be entitled to receive up to an aggregate of three million shares of HACII Common Stock (the “Contingent Consideration”), which will be issued, if at all, upon the achievement of certain stock price targets based upon the trading price of the HACII Common Stock,

(ii) HACII will issue to PDC approximately 481,601 shares of Series A preferred stock of HACII (“HACII Series A Preferred Stock”) and

(iii) HACII and PDC will enter into a tax receivable agreement, pursuant to which PDC will be allocated 85% of certain tax-related benefits.

• The first one million shares of the Contingent Consideration will be issued in the event that shares of HACII Common Stock trade at or above $12.50 per share for 20 out of 30 consecutive trading days on or prior to the fifth anniversary of the closing of the Cross Purchase Agreement (such one million shares, the “First Tier Contingent Consideration”).
• In the event that shares of HACII Common Stock trade at or above $15.00 per share for 20 out of 30 consecutive trading days on or prior to the fifth anniversary of the closing of the Cross Purchase Agreement, then, along with the First Tier Contingent Consideration, HACII shall issue to PDC two million additional shares of HACII Common Stock.