HOUSTON, May 18, 2016 (GLOBE NEWSWIRE) — Halcón Resources Corporation (NYSE:HK) (“Halcón” or the “Company”) today announced the Company has reached an agreement in principal on terms of a plan to restructure its balance sheet (the “Restructuring Plan”) with select holders of its 13.0% 3rd Lien Notes due 2022 (“3L Notes”), its three tranches of senior unsecured notes comprised of its 9.75% Senior Notes due 2020, its 8.875% Senior Notes due 2021, and its 9.25% Senior Notes due 2022 (together, the “Unsecured Notes”), its 8.0% Convertible Note due 2020 (the “Convertible Note”) and its 5.75% Perpetual Convertible Preferred Stock (the “Preferred Equity”, and together with the 3L Notes, Unsecured Notes and Convertible Note, the “Affected Stakeholders”).
The Restructuring Plan, if implemented, will result in the elimination of approximately $1.8 billion of debt and approximately $222 million of Preferred Equity, and will reduce the Company’s ongoing annual interest burden by more than $200 million. As of May 18, 2016, holders representing a majority of the value outstanding in each class of Affected Stakeholders have indicated their willingness to support the Restructuring Plan. This agreement is subject to the negotiation and execution of certain definitive documentation, including a Restructuring Support Agreement (“RSA”) to be entered into with select Affected Stakeholders. The Company expects the RSA to be executed in the near term, but there is no assurance this will occur.
Under the Restructuring Plan, all Halcón debt junior in seniority to the Company’s existing 8.625% 2nd Lien Notes due 2020 and its 12% 2nd Lien Notes Due 2022 (“2L Notes”) will be eliminated, as will all of the Preferred Equity. The Restructuring Plan contemplates that the Affected Stakeholders will receive newly issued common shares in reorganized Halcón, warrants and/or cash in exchange for their existing securities. The table below summarizes the treatment of the Affected Stakeholders in addition to other stakeholders under the Restructuring Plan.
| Stakeholder | Treatment |
| Senior Secured Revolver | - New or amended reserve based facility to be provided by existing lenders |
| 2L Notes | - Unaffected and reinstated |
| 3L Notes | - Fully equitized into 76.5% of the pro forma equity - Receive $50.0 MM in cash plus accrued and unpaid interest through March 31, 2016 |
| Unsecured Notes | - Receive 15.5% of the pro forma equity - Receive warrants for 4.0% of the pro forma equity (4 year term, $1.33 BN equity strike) - Receive $37.6 MM in cash plus accrued and unpaid interest through May 15, 2016 |
| Convertible Note | - Receive 4.0% of the pro forma equity - Receive $15.0 MM in cash - Receive warrants for 1.0% of the pro forma equity (4 year term, $1.33 BN equity strike) |
| Preferred Equity | - Receive $11.1 MM cash |
| Existing Common Equity | - Receive 4.0% of the pro forma equity |
Following the execution of the RSA, the Company plans to solicit the support of additional Affected Stakeholders for the Restructuring Plan. If certain voting thresholds are satisfied through the solicitation process, the Restructuring Plan will be executed through an accelerated pre-packaged Chapter 11 bankruptcy filing. The proposed Restructuring Plan is subject to definitive documentation as well as court approval, so there can be no assurance the Restructuring Plan will be consummated on the terms set forth above and the final terms of any restructuring transaction could be materially different. The Company plans to operate as usual during the restructuring process and will pay all suppliers and vendors in full under normal terms for goods and services provided.
Advisors
PJT Partners is acting as financial advisor, Weil, Gotshal & Manges LLP is acting as legal counsel and Alvarez & Marsal is acting as restructuring advisor to the Company in connection with the Restructuring Plan. Houlihan Lokey Capital, Inc. is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to the select ad hoc committee of 3L Notes. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the select ad hoc committee of Unsecured Notes.
Additional Information
More detailed information of the Restructuring Plan will be made available if and when the Company and select Affected Stakeholders enter into the RSA which will be filed on Form 8-K with the U.S. Securities and Exchange Commission (“SEC”).
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, the ability of the Company and its subsidiaries to negotiate and execute the RSA upon the terms set forth herein and to confirm and consummate a plan of reorganization in accordance therewith; risks attendant to the bankruptcy process, including the effects thereof on the Company’s business and on the interests of various constituents, the length of time that the Company might be required to operate in bankruptcy and the continued availability of operating capital during the pendency of such proceedings; risks associated with third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate a plan of reorganization, potential adverse effects on the Company’s liquidity or results of operations; increased costs to execute the reorganization, effects on market price of the Company’s common stock and on the Company’s ability to access the capital markets, and 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.
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: Contact: Quentin Hicks SVP, Finance & Investor Relations Halcón Resources (832) 538-0557
Source: EnergyUtility