1402175--3/11/2009--Hicks_Acquisition_CO_I

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We may require stockholders who wish to convert their shares to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising conversion rights. You will not be entitled to protections normally afforded to investors of blank check companies. Because there are numerous companies with a business plan similar to ours seeking to effectuate business combinations, it may be more difficult for us to do so. If the net proceeds of our initial public offering not being held in the trust account, together with the $6.6 million of interest in the trust account which may be released to us for working capital purposes, are insufficient to allow us to operate until September 28, 2009, we may be unable to complete our initial business combination. Subsequent to our consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment. A decline in interest rates could limit the amount available to fund our search for a target business or businesses and complete our initial business combination since we will depend on interest earned on the trust account to fund our search, to pay our taxes and to complete our initial business combination. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders may be less than approximately $9.71 per share. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. Although we have agreed to file a registration statement registering the shares of common stock issuable upon exercise of the warrants prior to the time the warrants become exercisable, an effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants and causing such warrants to expire worthless. An investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants. Since we have not completed our initial business combination, you will be unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate. We may not obtain an opinion from an unaffiliated third party as to the fair market value of acquisition candidates or the fairness of the transaction to our stockholders. We may issue additional common or preferred shares to complete our initial business combination or under an employee incentive plan after consummation of our initial business combination, which would dilute the interest of our stockholders and likely present other risks. We are dependent upon Mr. Hicks and his loss could adversely affect our ability to operate. Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. The officers and directors of an acquisition candidate may resign upon consummation of a business combination. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate a business combination. Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. NYSE Alternext US may delist our securities from quotation on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. We may only be able to complete one business combination with the proceeds of our initial public offering, which will cause us to be solely dependent on a single business, which may have a limited number of products or services. We may be dependent on a single business or asset that is likely to operate in a non-diverse industry or segment and which may have a limited number of products or services. The ability of our public stockholders to exercise their conversion rights may not allow us to consummate a desirable initial business combination or optimize our capital structure. We may proceed with an initial business combination even if public stockholders owning up to 30% (minus one share) of the shares sold in our initial public offering exercise their conversion rights. This requirement may make it easier for us to have an initial business combination approved over stockholder dissent. Because of our limited resources and structure, we may not be able to consummate an attractive initial business combination. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. Our sponsor, which is an entity controlled by Thomas O. Hicks, our founder and chairman of the board, controls a substantial interest in us and thus may influence certain actions requiring a stockholder vote. Our outstanding warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination. Because we must furnish our stockholders with target business financial statements, we may not be able to complete an initial business combination with some prospective target businesses. Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing an acquisition. Under Delaware law, the requirements and restrictions relating to our initial public offering contained in our amended and restated certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions. Provisions in our amended and restated certificate of incorporation may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. There may be tax consequences to our business combinations that may adversely affect us. We and Graham Packaging have incurred and expect to incur significant costs associated with the Graham Transaction, whether or not the Graham Transaction is completed and the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes. Further, if the Graham Transaction is not consummated, resources spent by us to research the Graham Transaction will have been wasted, which could materially adversely affect our subsequent attempts to locate and acquire or merge with another business. If our due diligence investigation of Graham Packaging was inadequate, then stockholders of GPC following the Graham Transaction could lose some or all of their investment. We, and after the Graham Transaction, GPC, may redeem its stockholders unexpired warrants prior to their exercise at a time that is disadvantageous to them, thereby making their warrants worthless. The price of Graham IPO Corp. s shares after any completion of the Graham Transaction may be volatile. We may waive one or more of the conditions to the Graham Transaction without resoliciting stockholder approval for the Graham Transaction. Following any consummation of the Graham Transaction, Graham IPO Corp. would have anti-takeover provisions in its organizational documents that may discourage a change of control. The cash available for Graham IPO Corp. to pay down debt will be reduced if our stockholders exercise their right to convert their shares into cash. The New York Stock Exchange may fail to list Graham IPO Corp. s securities on its exchange, or delist Graham IPO Corp. s securities from quotation on its exchange in the future, which could limit investors ability to make transactions in its securities and subject Graham IPO Corp. to additional trading restrictions. Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources both before and after any consummation of the Graham Transaction. There may be tax consequences to the Graham Transaction that may adversely affect the parties to the Purchase Agreement. The Blackstone Group, L.P. and affiliates of Thomas O. Hicks would hold a significant ownership interest in Graham IPO Corp. following any closing of the Graham Transaction and may have conflicts of interest with Graham IPO Corp. in the future.

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1402175--3/11/2009--Hicks_Acquisition_CO_I_Inc.