Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on July 27, 2016 (the “
Commencement Date
”), Halcón Resources Corporation (the “
Company
”) and certain of its subsidiaries (such subsidiaries, together with the Company, the “
Debtors
”), filed voluntary petitions for relief (the cases commenced thereby, the “
Bankruptcy Cases
”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “
Bankruptcy Court
”). On August 1, 2016, in connection with the Bankruptcy Cases and pursuant to an order of the Bankruptcy Court dated July 29, 2016 (the “
Interim Order
”), the Company entered into a Senior Secured Debtor-in-Possession Revolving Credit Agreement (the “
DIP Credit Agreement
”), with the lenders party thereto from time to time (the “
DIP Lenders
”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
Under the DIP Credit Agreement, the DIP Lenders will make available a $600 million debtor-in-possession senior secured, super-priority revolving credit facility (the “
DIP Facility
”, and the loans thereunder, the “
DIP Loans
”), which will, subject to the terms set forth in the DIP Credit Agreement and the Exit Credit Agreement (as defined below), be rolled over or converted into, or otherwise refinanced with a $600 million exit senior secured reserve-based revolving credit facility (the “
Exit Facility
”), which will be evidenced by that certain Senior Secured Revolving Credit Agreement (the “
Exit Credit Agreement
”), by and among the Company, as borrower, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
Pursuant to the terms of the Interim Order, the Debtors are authorized to borrow on an interim basis under the DIP Credit Agreement up to an aggregate principal amount of $500 million in DIP Loans. The Interim Order also granted certain protections to the DIP Lenders including new post-petition replacement liens and super-priority administrative expense claims in the Bankruptcy Cases. A hearing before the Bankruptcy Court to consider approval of the DIP Facility on a final basis is scheduled for August 23, 2016. Upon entry of an order by the Bankruptcy Court approving the DIP Facility on a final basis, the Debtors will be authorized to borrow under the DIP Credit Agreement up to $600 million in aggregate principal amount of DIP Loans.
The Debtors anticipate using the proceeds of the DIP Facility to, among other things, (i) refund, refinance or replace the Company’s existing senior credit facility, (ii) provide for working capital and other general corporate purposes, including to finance capital expenditures and the making of certain interest payments as and to the extent set forth in the Interim Order and/or the final order, as applicable, of the Bankruptcy Court and in accordance with the Company’s budget and (iii) pay fees and expenses related to the transactions contemplated by the DIP Credit Agreement in accordance with such budget.
The maturity date of the DIP Facility is the earlier of (i) the date that is three (3) months following the Commencement Date, provided that such date may be extended in three-month increments at the request of the Company in its sole discretion, but in no event beyond the date that is twelve (12) months after the Commencement Date and (ii) the effective date of a plan of reorganization that is confirmed pursuant to an order entered by the Bankruptcy Court.
The DIP Loans bear interest at a rate per annum equal to (i) the alternative base rate plus an applicable margin of 1.75% to 2.75%, based on the utilization percentage of commitments under the DIP Credit Agreement or (ii) adjusted LIBOR plus an applicable margin of 2.75% to 3.75%, based on the utilization percentage of commitments under the DIP Credit Agreement, in each case, as selected by the Company.
Subject to certain exceptions, the DIP Facility is secured by a super-priority senior secured perfected security interest in substantially all of assets of the Company and the subsidiary guarantors. The security interests and liens are subject to certain carve-outs and permitted liens, as set forth in the DIP Credit Agreement.
The DIP Credit Agreement contains certain (i) customary representations and warranties; (ii) affirmative and negative covenants, including delivery of financial statements; conduct of business; reserve reports; title information; “carve-out”; indebtedness; liens; dividends and distributions; investments; sale or discount of receivables; mergers; sale of properties; termination of swap agreements; transactions with affiliates; negative pledges; dividend restrictions; gas imbalances; take-or-pay or other prepayments and swap agreements; and (iii) events of default, including non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; dismissal (or conversion to chapter 7) of the Bankruptcy Cases; and failure to satisfy certain bankruptcy milestones.
2