Filing Details

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on August 15, 2019 (together with Amendment No. 1, the “Schedule 13D”), relating to shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of Halcón Resources Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1000 Louisiana Street, Suite 6600, Houston, TX 77002.

Item 3 of the Schedule 13D is hereby amended to add the following:

As described in Item 4 below, on the Effective Date (as defined below), pursuant to the Plan (as defined below), the Old Notes and Old Common Stock (each as defined below) held by Luminus Energy Partners Master Fund, Ltd. (“Master Fund”) were cancelled and, in connection with (i) the exchange of such Old Notes and Old Common Stock, (ii) the Existing Equity Interests Rights Offering, (iii) the Senior Noteholder Rights Offering and (iv) the Backstop Commitment (as defined in the BCA), including shares of Common Stock issued as the Backstop Commitment Premium, the Issuer issued to Master Fund an aggregate of 6,151,448 shares of Common Stock, 182,478 Series A Warrants, 228,107 Series B Warrants and 293,281 Series C Warrants (each as defined below).  A total of approximately $63,680,368 was paid to acquire 4,648,202 shares of Common Stock, reported as beneficially owned by the Master Fund, issued in connection with the Rights Offerings and the Backstop Commitment.  The funds used to purchase these securities were obtained from the general working capital of the Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

Item 4 of the Schedule 13D is hereby amended to add the following:

The information set forth in Items 3 and 6 are incorporated by reference herein.

As previously disclosed by the Issuer, on August 7, 2019, the Issuer and its subsidiaries filed voluntary petitions for relief in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).  On September 24, 2019, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ Joint Prepackaged Plan of Reorganization, as modified by the Confirmation Order (the “Plan”).  On October 8, 2019 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases.  The descriptions of the Plan and the Confirmation Order included in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan and the Confirmation Order, which were filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K on September 26, 2019. All capitalized terms used in this section but not otherwise defined have the meanings set forth in the Plan.

On the Effective Date, by operation of the Plan, (i) holders of the Issuer’s common stock existing immediately prior to the Effective Date (“Old Common Stock”) holding more than 2,000 shares of Old Common Stock, received (among other things), in exchange for the surrender and cancellation of such Old Common Stock, their pro rata share of (a) approximately 9% of the Common Stock outstanding as of the Effective Date (subject to dilution by the Rights Offering Equity, the Warrant Equity, the MIP Equity, and the Common Stock issued pursuant to the Backstop Commitment Premium) and (b) certain warrants; and (ii) holders of the Issuer’s 6.75% Senior Notes due 2025 (the “Old Notes”, and holders thereof, the “Senior Noteholders”) received (among other things), in exchange for the surrender and cancellation of such Old Notes, their pro rata share of approximately 91% of the shares of the Common Stock outstanding as of the Effective Date, subject to dilution by the Rights Offering Equity, the Warrant Equity, the MIP Equity, and the Common Stock issued pursuant to the Backstop Commitment Premium.  In addition, Master Fund received shares of Common Stock in connection with the Existing Equity Interests Rights Offering, the Senior Noteholder Rights Offering and the Backstop Commitment, including shares of Common Stock issued as the Backstop Commitment Premium.  Accordingly, Master Fund was issued an aggregate of 6,151,448 shares of Common Stock, 182,478 Series A Warrants, 228,107 Series B Warrants and 293,281 Series C Warrants.

Under the Issuer’s amended organizational documents, Master Fund was entitled to designate one member of the Issuer’s post-reorganization board of directors (the “Board”). Master Fund appointed William Carapucci.

The Reporting Persons acquired the shares of Common Stock and the Warrants and hold their shares of Common Stock and the Warrants for investment purposes.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take actions with respect to their investment in the Issuer. These actions include changing their current investment purpose and/or, from time to time, (i) acquiring or causing affiliates to acquire additional shares of Common Stock or other securities in open market transactions, in privately negotiated transactions or through other methods; (ii) disposing or causing affiliates to dispose of some or all of the shares of Common Stock or other securities in open market transactions, in privately negotiated transactions or through other methods, including distributions by the Master Fund directly to its limited partners; or (iii) continuing to hold or causing affiliates to hold the shares of Common Stock and Warrants (or any combination or derivative thereof). In addition, the Reporting Persons may engage in discussions with the Issuer’s management, members of its board of directors, stockholders and other relevant parties or take other actions concerning the Issuer’s operations, capital expenditures, financings, executive compensation practices, capital structure and any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Swaps

Item 7.

Material to be Filed as Exhibits

Exhibit 1	Joint Filing Agreement dated October 21, 2019
Exhibit 2	Restructuring Support Agreement (incorporated by reference to Exhibit 10.1 filed with the Issuer’s Form 8-K filed on August 5, 2019)
Exhibit 3	Backstop Commitment Agreement (incorporated by reference to Exhibit 10.2 filed with the Issuer’s Form 8-K filed on August 5, 2019)
Exhibit 4	Joint Secured-in-Possession Credit Agreement (incorporated by reference to Exhibit 10.1 filed with the Issuer’s Form 8-K on August 9, 2019)
Exhibit 5	Registration Rights Agreement, dated October 8, 2019, between Halcón Resources Corporation and the rights holders thereto (incorporated by reference to Exhibit 10.3 filed with the Issuer’s Form 8-K on October 8, 2019)
Exhibit 6	Warrant Agreement, dated as of October 8, 2019, between Halcón Resources Corporation and Broadridge Corporate Issuer Solutions, Inc., as Warrant Agent (incorporated by reference to Exhibit 10.2 filed with the Issuer’s Form 8-K on October 8, 2019)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 21, 2019

	/s/ Jonathan Barrett
	JONATHAN BARRETT