Halcón Resources Commences Cash Tender Offer for Any and All of Its 8.625% Senior Secured Notes Due 2020
February 09 2017 - 8:07AM
Halcón Resources Corporation (NYSE:HK) (“Halcón” or the “Company”),
announced today that it has commenced a cash tender offer for any
and all of its outstanding $700 million 8.625% Senior Secured Notes
due 2020 (the “Notes”). The tender offer is being made on the
terms and subject to the conditions set forth in the offer to
purchase dated February 9, 2017 and the related letter of
transmittal and notice of guaranteed delivery (together, the “Offer
Documents”).
The tender offer will expire at 5:00 p.m., New
York City time, on February 15, 2017, unless extended or earlier
terminated as described in the Offer Documents (such time and date,
as they may be extended, the “Expiration Date”). Holders of
the Notes who validly tender (and do not validly withdraw) their
Notes prior to the Expiration Date or who deliver to the depository
and information agent a properly completed and duly executed notice
of guaranteed delivery in accordance with the instructions
described in the Offer Documents, will be eligible to receive in
cash $1,045.63 for each $1,000 principal amount of Notes that are
accepted by Halcón for purchase in the tender offer (the “Purchase
Price”), plus accrued and unpaid interest to, but not including,
the settlement date, which is expected to be February 16,
2017.
Certain information regarding the Notes and the
terms of the tender offer is summarized below.
Title of Security |
CUSIP Number |
Outstanding PrincipalAmount |
Purchase Price per$1,000 PrincipalAmount |
8.625% Senior Secured Notes Due 2020 |
40537QAH3/US40537QAH39 U4057PAF2/USU4057PAF28 |
$700,000,000 |
$1,045.63(1) |
Tendered notes may be withdrawn at any time at
or prior to the Expiration Date. Halcón reserves the right to
terminate, withdraw or amend the tender offer at any time, subject
to applicable law.
The tender offer is subject to the satisfaction
or waiver of certain conditions, including receipt by the Company
of proceeds from a proposed debt financing on terms reasonably
satisfactory to the Company. If any Notes remain outstanding
after the consummation of the tender offer, the Company expects
(but is not obligated) to redeem such Notes in accordance with the
terms and conditions set form in the related indenture.
Halcón has engaged JPMorgan Securities to act as
dealer manager in connection with the tender offer, and has
appointed U.S. Bank National Association to serve as depository and
information agent for the tender offer
For additional information on the tender offer
terms, please contact J.P. Morgan at (866) 834-4666 (toll free) or
(212) 834-4811 (collect). Questions regarding the tender
offer should be directed to U.S. Bank National Association at (651)
466-7367 (banks and brokers) or (800) 934-6802 (option 8) (all
others).
The complete terms and conditions of the tender
offer are described in the offer to purchase and related letter of
transmittal and notice of guaranteed delivery. These
documents are available by contacting U.S. Bank National
Association by phone.
None of Halcón, its board of directors, the
dealer manager or U.S. Bank National Association, or any of their
respective affiliates, is making any recommendation as to whether
holders should tender any Notes in response to the tender
offer. Holders should make their own decision as to whether
to tender any of their Notes and, if so, the principal amount of
Notes to tender.
This announcement is not an offer to purchase or
a solicitation of an offer to sell any securities. The tender
offer is being made solely by means of the offer to purchase and
the related letter of transmittal and notice of guaranteed
delivery.
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.
For more information contact Quentin Hicks,
Senior Vice President of Finance & Investor Relations, at
832-538-0557 or qhicks@halconresources.com.
Forward-Looking Statements
This release may contain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements that are not strictly
historical statements constitute forward-looking statements
and may often, but not always, be identified by the use
of such words such as "expects", "believes", "intends",
"anticipates", "plans", "estimates", "potential",
"possible", or "probable" or statements that certain
actions, events or results "may", "will", "should", or "could" be
taken, occur or be achieved. Statements regarding our pending
acquisitions and divestitures are forward-looking statements; there
can be no guarantee that these transactions close on the timeframe
described herein or that they close at all. Forward-looking
statements are based on current beliefs and
expectations and involve certain assumptions or
estimates that involve various risks and uncertainties
that could cause actual results to differ materially from
those reflected in the statements. These risks include, but
are not limited to the risks set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2015 and
other filings submitted by the Company to the SEC, copies
of which may be obtained from the SEC's website at
www.sec.gov or through the Company's website
at www.halconresources.com. Readers should not place
undue reliance on any such forward-looking statements, which are
made only as of the date hereof. The Company 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.
- Excluding accrued and unpaid interest which will be paid in
addition to the Purchase Price on the settlement date
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