Halcón Resources Announces Offer to Exchange Outstanding Unsecured Debt Securities for New Second Lien Secured Notes
November 19 2015 - 5:07PM
Halcón Resources Corporation (NYSE:HK) (“Halcón” or the “Company”)
today announced the commencement of an exchange offer to certain
eligible holders of its outstanding unsecured debt securities
listed in the table below (the “Existing Notes”) for up to $150
million of a new issue of 12.0% Second Lien Senior Secured Notes
due 2022 (the “New Notes”).
The following table sets forth information
regarding the Existing Notes for which New Notes are being offered
and the principal amount of New Notes to be issued for each $1,000
principal amount of tendered Existing Notes, subject to the
proration mechanics described in the offering memorandum and the
letter of transmittal (the “Offering Documents”):
|
|
|
|
Exchange Consideration
(1) |
CUSIP
|
Series
|
Aggregate Principal
Amount Outstanding |
Early Tender
Premium (1) |
If Tendered Prior To Or On Early Tender
Date (2) |
If Tendered After Early Tender
Date |
40537QAB6 |
9.75% Senior Notes due
2020 |
$ |
462,214,000 |
|
$ |
20 |
|
$ |
390 |
|
$ |
370 |
|
40537QAD2 |
8.875% Senior Notes due
2021 |
$ |
493,671,000 |
|
$ |
20 |
|
$ |
390 |
|
$ |
370 |
|
40537QAF7 |
9.25% Senior Notes due
2022 |
$ |
93,995,000 |
|
$ |
20 |
|
$ |
390 |
|
$ |
370 |
|
|
|
|
|
|
(1)
Expressed in principal amount of New Notes for each $1,000
principal amount of Existing Notes, excluding accrued
interest. |
(2)
Includes Early Tender Premium. |
|
|
|
|
|
|
|
|
|
The aggregate principal amount of New Notes to be issued in the
exchange offer is limited to a maximum of $150 million.
The total consideration to be received by
eligible holders of Existing Notes who validly tender and do not
validly withdraw their Existing Notes prior to 11:59 p.m., New York
City time, on December 3, 2015 (as it may be extended, the “Early
Tender Date”) will include an early tender premium equal to $20
principal amount of New Notes per $1,000 principal amount of
Existing Notes accepted for exchange.
For Existing Notes validly tendered after the
Early Tender Date and on or before the Expiration Date set forth
below, the eligible holders of Existing Notes accepted for exchange
will be eligible to receive the exchange consideration set forth
above, which does not include the early tender premium.
Eligible holders of Existing Notes accepted for exchange will also
receive a cash payment equal to the accrued and unpaid interest in
respect of such Existing Notes from the applicable most recent
interest payment date to, but not including, the date the exchanges
are settled (the “Settlement Date”). Interest on the New
Notes will accrue from the Settlement Date.
The exchange offer will expire at 11:59 p.m.,
New York City time, on December 17, 2015, unless extended or
earlier terminated by Halcón (the “Expiration Date”). Tenders
of Existing Notes in the exchange offer may be validly withdrawn at
any time prior to the Early Tender Date of the exchange
offer. However, tenders submitted in the exchange offers
after the Early Tender Date of the exchange offer will be
irrevocable except where additional withdrawal rights are required
by law (as determined by the Company).
The exchange offer is conditioned on the
satisfaction or waiver of certain customary additional conditions,
as described in the Offering Documents. The exchange offer is
conditioned upon a minimum of $270.3 million of Existing Notes
being tendered as of the Expiration Date. The exchange offer
for the Existing Notes may be amended, extended or terminated, in
each case either as a whole, or independently with respect to any
one or more particular series of Existing Notes.
The exchange offer is only being made, and
copies of the Offering Documents will only be made available, to
holders of the Existing Notes who complete and return an
eligibility form confirming that they are (1) "qualified
institutional buyers" within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act") or (2)
not "U.S. persons" and are outside of the United States within the
meaning of Regulation S under the Securities Act (such persons,
"eligible holders"). Holders who desire to obtain and
complete an eligibility form should contact the information agent,
Bondholder Communications Group, at (888) 385-2663 (toll-free) or
(212) 809-2663 (for banks and brokers), or via the following
website: http://www.bondcom.com/Halcon.
Eligible holders are urged to carefully read the
Offering Documents before making any decision with respect to the
exchange offer. None of Halcón, the dealer managers, the
information agent and the exchange agent make any recommendation as
to whether eligible holders should tender or refrain from tendering
their Existing Notes. Eligible holders must make their own
decision as to whether to tender Existing Notes and, if so, the
principal amount of the Existing Notes to tender.
The New Notes offered by the Company have not
been registered under the Securities Act, or any state securities
laws and, unless so registered, may not be offered or sold in the
United States except pursuant to an applicable exemption from the
registration requirements of the Securities Act and applicable
state securities laws. The exchange offer is not being made
to holders of Existing Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. This
press release does not constitute an offer to purchase securities
or a solicitation of an offer to sell any securities or an offer to
sell or the solicitation of an offer to purchase any securities,
nor does it constitute an offer or solicitation in any jurisdiction
in which such offer or solicitation is unlawful.
Forward-Looking Statements
This release contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Securities and Exchange Act of 1934, as amended.
Forward-looking statements are based on current beliefs
and expectations and involve certain assumptions or
estimates that involve various risks and uncertainties,
such as financial market conditions, changes in commodities prices,
as well as risks relating to the satisfaction of the conditions
precedent to completing the exchange offer and Halcón’s ability to
consummate the exchange offer for any of the Existing Notes and
other risks discussed in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2014, quarterly reports on Form
10-Q and other subsequent filings with the Securities and Exchange
Commission. Readers should not place undue reliance on any
such forward-looking statements, which are made only as of the date
hereof. Halcón has no duty, and assumes no obligation,
to update forward-looking statements as a result of new
information, future events or changes in the Company's
expectations.
About Halcón
Resources
Halcón Resources Corporation is an independent
energy company engaged in the acquisition, production, exploration
and development of onshore oil and natural gas properties in the
United States.
Contact:
Scott M. Zuehlke
VP, Investor Relations
Halcón Resources
(832) 538-0314
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