Halcón Resources Corporation has completed its financial restructuring and has emerged from its pre-packaged chapter 11 bankruptcy cases. All of the conditions under its Plan of Reorganization, which was confirmed by the US Bankruptcy Court for the District of Delaware on September 8, 2016, have been satisfied or otherwise waived in accordance with the terms of the Restructuring Plan.
Approximately $1.8 billion of the Company’s debt has been eliminated under the Restructuring Plan along with more than $200 million of annual interest expense going forward. The table below summarizes Halcón’s pro forma capital structure as of June 30, 2016.
|Capitalization – INCLUDES FEES & EXPENSES|
|Face Value||Actual||Pro Forma|
|Pro Forma Capitalization ($MM)||6/30/2016||Restructuring||6/30/2016|
|Cash & Cash Equivalents (Including HKTMS Restricted Cash)||$||24||$||–||$||24|
|Senior Secured Revolving Credit Facility||101||203||304|
|8.625% Senior Secured Second Lien Notes due 2020||700||–||700|
|12.000% Senior Secured Second Lien Notes due 2022||113||–||113|
|13.000% Senior Secured Third Lien Notes due 2022||1,018||(1,018||)||–|
|Total Secured Debt||$||1,932||$||(815||)||$||1,117|
|9.750% Senior Notes due 2020||316||(316||)||–|
|8.875% Senior Notes due 2021||297||(297||)||–|
|9.250% Senior Notes due 2022||37||(37||)||–|
|8.000% Senior Convertible Notes due 2020||290||(290||)||–|
|Redeemable Noncontrolling Interest||213||–||213|
|Preferred Stockholders’ Equity||222||(222||)||–|
|Less: Letters of Credit||(5||)||(5||)|
|Note: Includes ~$48 MM of anticipated transaction fees and expenses.|
As previously disclosed, pre-petition holders of Halcón common stock are receiving 4.0% of the common stock of the reorganized Company and the remaining 96.0% of common stock is being allocated to pre-petition debt holders in the Company, subject to dilution by new common shares issued or reserved for issuance in connection with the management incentive program (the “MIP”) and warrants issued to certain debtholders pursuant to the Restructuring Plan (the “New Warrants”). The Company has determined that it will have 90 million new common shares outstanding before an allocation of shares for the MIP and the New Warrants. This results in pre-petition Halcón equity holders receiving 3.6 million new common shares in the Company, or the effective equivalent of a 1 for 34 reverse stock split considering Halcón had 122.2 million common shares outstanding on September 8, 2016. The new common shares are scheduled to begin trading on the New York Stock Exchange at the open of trading hours on September 12, 2016. The table below summarizes the new ownership structure of Halcón.
|Pro Forma Shares Outstanding|
|Pro Forma Ownership Summary|
|Shares Excluding||Including MIP|
|Holder||MIP & Warrants||% Ownership||Excluding Warrants||% Ownership|
|New Shares issued to Current HK Shareholders||3,600,000||4.0||%||3,600,000||3.6||%|
|New Shares Issued Under MIP||(1||)||0.0||%||10,000,000||10.0||%|
|New Shares Issued to 3L Holders||68,850,000||76.5||%||68,850,000||68.9||%|
|New Shares Issued to Unsecured Holders||13,950,000||15.5||%||13,950,000||14.0||%|
|New Shares Issued to Convert Holders||3,600,000||4.0||%||3,600,000||3.6||%|
|New Warrants Issued to Unsecured Holders||(2||)||0.0||%||0.0||%|
|New Warrants Issued to Convert Holders||(2||)||0.0||%||0.0||%|
|Note: Final share allocations may vary slightly from the amounts seen above due to rounding.|
|(1) Shares underlying the MIP include 7.5 million which are expected to be awarded on September 12, 2016 and 2.5 million to be|
|awarded in the future. The shares already awarded under the MIP consist of 1.25 million vested shares of common stock, 1.25|
|million shares of restricted stock that vest in 12 months and options to purchase 5.0 million shares with an exercise price to be|
|determined (which vest ratably over 3 years).|
|(2) The warrants have a strike price of $14.04 and a term of 4 years.|
As part of the emergence, Halcón’s $600 million debtor-in-possession credit facility was converted into a $600 million reserve-based senior revolving credit facility. The first borrowing base redetermination is scheduled for May of 2017.
In accordance with the Restructuring Plan, the terms of the Company’s previous Board of Directors expired and a new Board of Directors was appointed. The new Board of Directors consists of nine members including: Floyd Wilson, Jim Christmas, Tom Fuller, Nate Walton, Darryl Schall, Eric Takaha, Michael Clark, Ronald Scott and William Campbell. Background information on the new directors is available on the Company’s website.
The Company has also posted a new investor presentation to the investor relations section of its website.
PJT Partners served as Halcón’s financial advisor and Weil, Gotshal & Manges, LLP acted as legal advisor to the Company in relation to the Restructuring Plan and the chapter 11 cases.
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.