Disclaimer 1 Securities Law Information In connection with the proposed transactions with Appleton Papers Inc. (together with its successor after converting into a limited liability company, “Appvion”) and its current owner, Paperweight Development Corp. (“PDC”), Hicks Acquisition Company II, Inc. (“HACII”) intends to file with the SEC a proxy statement and mail a definitive proxy statement and other relevant documents to HACII stockholders. HACII stockholders and other interested persons are advised to read, when available, HACII’s preliminary proxy statement, and any amendments thereto, and the definitive proxy statement in connection with HACII’s solicitation of proxies for the special meeting to be held to approve the transactions because these proxy statements will contain important information about Appvion, HACII, and the proposed transactions. The definitive proxy statement will be mailed to HACII stockholders as of a record date to be established for voting on the proposed transactions. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements once they are available, without charge, at the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov or by directing a request to Hicks Acquisition Company II, Inc., 100 Crescent Court, Suite 1200, Dallas, Texas 75201, telephone 214-615-2300. HACII and its directors and officers may be deemed participants in the solicitation of proxies to HACII’s stockholders. A list of the names of those directors and officers and a description of their interests in HACII is contained in HACII’s annual report on Form 10-K for the fiscal year ended December 31, 2011, which is filed with the SEC, and will also be contained in HACII’s proxy statement when it becomes available. HACII’s stockholders may obtain additional information about the interests of the directors and officers of HACII in the transactions in reading HACII’s proxy statement and other materials to be filed with the SEC when such information becomes available. Safe Harbor Statement This presentation has been prepared exclusively for the purpose of providing summary information about Appvion and its business to HACII stockholders pending the distribution of the definitive proxy statement. It does not constitute a solicitation for or an offer by or, on behalf of HACII or Appvion or, of any securities or investment advisory services. This presentation 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,” “could,” “should,” “poised”, “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this presentation 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 presentation. Such risk factors include, among others: uncertainties as to the timing of the transaction, approval of the transaction by HACII’s stockholders; the satisfaction of other closing conditions to the transaction, including the receipt of any required regulatory approvals; costs related to the transaction; costs and potential liabilities of Appvion relating to environmental regulation and litigation (including Lower Fox River); potential failure of Appvion’s former parent to comply with its indemnification obligations; costs of compliance with environmental laws; Appvion’s substantial amount of indebtedness; the ability of Appvion to develop and introduce new and enhanced products, improve productivity and reduce operating costs; Appvion’s reliance on a relatively small number of customers and third parties suppliers; the cessation of papermaking and transition to base stock supplied under the long-term supply agreement with Domtar; the global credit market crisis and economic weakness; competitors in its various markets; volatility of raw materials costs; Appvion’s underfunded pension plans; future legislation or regulations intended to reform pension and other employee benefit plans; and Appvion’s current owner PDC’s legal obligations to repurchase common stock from employees and former employees, which may lead to a default under the Appvion’s agreements governing its indebtedness or constrain Appvion’s ability to reinvest and make new investments. Actual results may differ materially from those contained in the forward-looking statements in this presentation. Appvion and HACII undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this presentation. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All forward-looking statements are qualified in their entirety by this cautionary statement. Notes Regarding Financial Information of Appvion The financial information and data contained in this presentation is derived from Appvion’s unaudited financial statements and may not conform to Regulation S-X. Accordingly, such information and data may be adjusted and presented differently in the proxy statement materials to be mailed to HACII stockholders. Non-GAAP Information Appvion is providing Adjusted EBITDA information, which is defined as net income of Appvion, including net income attributable to any non-controlling interest, determined in accordance with all applicable and effective U.S. generally accepted accounting principles (“GAAP”) pronouncements up to December 31, 2011, before interest income or expense, income taxes and any gains or losses resulting from the change in estimate relating to the Tax Receivable Agreement, depreciation, amortization, losses or gains resulting from adjustments to the fair value of the contingent consideration, stock-based compensation expense, extraordinary or non-recurring expenses and all other extraordinary non-cash items for the applicable period as a complement to GAAP results. Adjusted EBITDA measures are commonly used by management and investors as a measure of leverage capacity, debt service ability and liquidity. Adjusted EBITDA is not considered a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or superior to, such GAAP measures as net income, cash flows provided by or used in operating, investing, or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Reconciliations of non-GAAP financial measures are provided in the accompanying tables. Since Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. |