Halcón Resources Announces Launch of Consent Solicitation with Respect to its 6.75% Senior Notes due 2025
July 12 2017 - 4:28PM
Halcón Resources Corporation (NYSE:HK) (“Halcón”) announced today
the commencement of a consent solicitation (the “Consent
Solicitation”) to holders of Halcón’s 6.75% Senior Notes due 2025
(CUSIP Nos. 40537QAN0 and U4057PAJ4) (the “Notes”) to amend (the
“Proposed Amendments”) the Indenture, dated as of February 16, 2017
(the “Indenture”), among Halcón, the guarantors party thereto and
U.S. Bank National Association, as trustee (the “Trustee”),
governing the Notes.
The Proposed Amendments are being sought in connection with a
potential sale of oil and gas properties owned by Halcón and
certain of its subsidiaries located in the State of North
Dakota.
Halcón has agreed to make a cash payment of $20.00 per $1,000
principal amount of Notes (such payments, collectively, the
“Consent Fee”) to each holder of record who has validly delivered
and not revoked a consent to the Proposed Amendments at or prior to
the Expiration Time (as defined below) if Halcón receives valid
consents from more than 50% of the outstanding Notes (the
“Requisite Consents”) and subject to other customary conditions. If
the Requisite Consents are not received at the Expiration Time or
Halcón abandons or terminates the Consent Solicitation prior to
receiving the Requisite Consents, any consents received will be
voided and no Consent Fee will be paid.
If the Requisite Consents are received, upon such receipt,
Halcón and the Trustee will execute and deliver a supplemental
indenture to the Indenture, but the Proposed Amendments contained
therein will not become operative until all conditions set forth in
the Consent Solicitation Statement related to the Consent
Solicitation are satisfied or waived and the Consent Fee is
paid.
Holders who beneficially own approximately 56% of the aggregate
principal amount of all outstanding Notes have entered into a
Support Agreement dated July 10, 2017 (the “Support Agreement”),
with Halcón pursuant to which such Holders have severally agreed to
tender valid consents in the Consent Solicitation.
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on July 24, 2017, unless extended or earlier terminated by
Halcón (the “Expiration Time”).
This press release does not set forth all of the terms and
conditions of the Consent Solicitation. Holders should carefully
read the Consent Solicitation Statement related to the Consent
Solicitation and the accompanying materials for a complete
description of all terms and conditions of the Consent Solicitation
before making any decision with respect to the Consent
Solicitation. Additional information concerning the terms and
conditions of the Consent Solicitation, and the procedure for
delivering consents, may be obtained from the solicitation agents,
J.P. Morgan Securities LLC at (212) 834-4811 or toll free at (866)
834-4666 and Intrepid Partners LLC at (212) 388-5020. Copies of the
Consent Solicitation Statement and related documents may be
obtained from the information agent, Epiq Corporate Restructuring,
by calling (888) 734-9393 or (646) 282-2500 for banks and brokers
or by email at tabulation@epiqsystems.com (please reference “Halcón
Consent” in the subject line. None of Halcón, the Trustee, J.P.
Morgan Securities LLC, Intrepid Partners LLC, Epiq Corporate
Restructuring or any of their respective affiliates is making any
recommendation as to whether or not Holders should deliver their
consent to the Proposed Amendments.
This announcement is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy
Notes or any other securities. This announcement is also not a
solicitation of consents with respect to the Proposed Amendments or
any securities. The solicitations of consents are not being made in
any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such solicitations under applicable
state or foreign securities or “blue sky” laws.
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.
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, those set forth in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2016 and other filings
submitted by the Company to the U.S. Securities and Exchange
Commission (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.
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