Link to Docket: http://dm.epiq11.com/Halcon
Halcón Resources Corporation, and certain of its subsidiaries, today announced that they had filed voluntary petitions under chapter 11 of the Bankruptcy Code to pursue a pre‐packaged plan of reorganization in accordance with its previously announced comprehensive balance sheet restructuring efforts (the “Restructuring Plan”).
Under the Restructuring Plan, the Company will eliminate approximately $1.8 billion in long-term debt and will reduce annual interest expense by more than $200 million. The Restructuring Plan also provides that existing holders of Halcón common stock will receive 4.0% of the common stock of the reorganized Company (subject to dilution set forth in the Restructuring Plan).
The bankruptcy filing follows Halcón’s successful solicitation for support of the Restructuring Plan from the Company’s 13.0% 3rd Lien Notes due 2022 (the “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 (collectively, the “Unsecured Notes”), its 8.0% Convertible Note due 2020 (the “Convertible Note”) and its 5.75% Series A Perpetual Convertible Preferred Stock (the “Preferred Equity”, and together with the 3L Notes, Unsecured Notes and Convertible Note, the “Affected Stakeholders”). This solicitation resulted in overwhelming support for the Restructuring Plan with the Company having received acceptances from more than 95% in number and over 99% in aggregate amount of claims and interests in each Affected Stakeholder class that voted on the Plan. In addition, as previously announced, Halcón also reached an agreement with holders of more than 51% in aggregate principal amount of its 8.625% and 12.0% 2nd Lien Notes due 2020 and 2022 regarding certain amendments to the indentures governing such notes in exchange for the commitment of such holders to support the Restructuring Plan.
On July 25, 2016 the Company partially drew down its revolving credit facility and therefore currently has $359 million in cash on hand. On July 27, 2016, Halcón received a commitment from certain lenders in its existing reserve-based credit facility, led by JP Morgan and Wells Fargo, to provide the Company with a $600 million debtor in possession credit facility (the “DIP”) with $500 million of availability once the interim order approving the DIP is received from the bankruptcy court. Halcon plans to repay outstanding amounts due on its existing revolver once the DIP is approved by the court. The DIP facility will convert into a reserve-based revolving credit facility (the “Exit Facility”) with availability of $600 million upon emergence from bankruptcy. Halcón’s current cash on hand in addition to the commitment for the DIP and Exit Facility provides the Company with ample liquidity both during and after the restructuring process.
The Company has been in contact with the New York Stock Exchange (“NYSE”) and anticipates the continued listing of its common stock on the NYSE throughout the bankruptcy process so long as the Company continues to meet the minimum continued listing standards set forth by the NYSE.
The Restructuring Plan is expected to conclude in approximately 45-60 days. The Company plans, subject to approval by the Bankruptcy Court, to continue to pay vendors, royalty owners and other parties in ordinary course throughout the bankruptcy process.
Halcón filed its voluntary chapter 11 petitions and pre‐packaged plan in the U.S. Bankruptcy Court for the District of Delaware in Wilmington. PJT Partners is serving as Halcón’s financial advisor and Weil, Gotshal & Manges, LLP is acting as legal advisor to the Company in relation to the Restructuring Plan.
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.