Filing Details

Halcón Resources Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

40537Q803

(CUSIP Number)

Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group, LLC 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 (213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 8, 2019

(Date of Event which Requires Filing of this Statement)

Item 3.  Source and Amount of Funds or Other Consideration.

As described in Item 4 below, on October 8, 2019 (the “Effective Date”), pursuant to the Plan (as defined below), the Old Notes (as defined below) held by each of Oaktree Opportunities Fund X Holdings (Delaware), L.P. (“Fund X Delaware”), Oaktree Opps Xb Holdco Ltd. (“Fund Xb Holdco”), Oaktree Opportunities Fund XB Holdings (Delaware), L.P. (“Fund Xb Delaware”) and Oaktree Value Opportunities Fund Holdings, L.P. (“VOF Holdings”) were cancelled.  In connection with (i) the exchange of such Old Notes, (ii) the Senior Noteholder Rights Offering and (iii) the Backstop Commitment, including shares of Common Stock issued as the Backstop Commitment Premium, the Issuer issued to Fund X Delaware, Fund XB Holdco, Fund Xb Delaware and VOF Holdings an aggregate of 3,988,088 shares of Common Stock.  Such shares of Common Stock were subsequently transferred to OCM HLCN. The shares of Common Stock issued in connection with the Senior Noteholder Rights Offering and the Backstop Commitment were purchased for an aggregate purchase price of approximately $41,302,369.  No borrowed funds were used to purchase such shares of Common Stock.

 

Item 4.  Purpose of Transaction.

The information set forth in Items 3 and 6 of this Schedule 13D are incorporated herein by reference.

On August 7, 2019, the Issuer and its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases,” and such court, 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 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 August 2, 2019, Fund X Delaware, Fund Xb Holdco, Fund Xb Delaware and VOF Holdings entered into a backstop commitment agreement (“BCA”) with the Company and certain of the other Senior Noteholders (the “Backstop Parties”), pursuant to which the Backstop Parties agreed to backstop the Senior Noteholder Rights Offering.  Pursuant to the BCA, the Backstop Parties committed to (i) exercise their respective rights to purchase their pro rata share of shares of Common Stock available to be purchased in the Senior Noteholder Rights Offering (the “Rights Offering Shares”) and (ii) backstop the aggregate Senior Noteholder Rights Offering and purchase the shares of Common Stock available in the Senior Noteholder Rights Offering to the extent unsubscribed (the “Backstop Commitment”). In consideration of each Backstop Party’s Backstop Commitment, each Backstop Party was entitled to receive on the Effective Date 6% of such Backstop Party’s Backstop Commitment (in the form of shares of Common Stock) issued at a price per share equal to the price per share offered to Senior Noteholders in the Senior Noteholder Rights Offering.  In addition, on the Effective Date, by operation of the Plan, 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 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.  Accordingly, in connection with (i) the exchange of such Old Notes, (ii) the Senior Noteholder Rights Offering and (iii) the Backstop Commitment, including shares of Common Stock issued as the Backstop Commitment Premium, the Issuer issued to Fund X Delaware, Fund XB Holdco, Fund Xb Delaware and VOF Holdings an aggregate of 3,988,088 shares of Common Stock.  The Subject Shares were subsequently transferred to OCM HLCN.

 

With respect to the Subject Shares reported herein, each of the Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of Subject Shares which such Reporting Person may be deemed to beneficially own as set forth above.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than OCM HLCN, that it is the beneficial owner of any of the Subject Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than OCM HLCN.

(c) Except as described herein, during the last sixty (60) days there were no transactions in the Common Stock effected by the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Registration Rights Agreement

On the Effective Date, the Issuer, Fund X Delaware, Fund Xb Holdco, Fund Xb Delaware and VOF Holdings and the other signatories thereto (the “Demand Stockholders”), entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, subject to certain conditions and limitations, the Issuer agreed to file with the SEC a Registration Statement on Form S-3 (or on another form if Form S-3 is unavailable) concerning the resale of the registrable shares of Common Stock held by the Demand Stockholders (the “Registrable Securities”), as soon as reasonably practicable but in no event later than the later to occur of (i) ninety (90) days after the Effective Date and (ii) a date specified by a written notice to the Issuer by the Demand Stockholders holding at least a majority of the Registerable Securities, and thereafter to use its commercially reasonable best efforts to cause to be declared effective by the SEC as soon as reasonably practicable. In addition, from time to time, the Demand Stockholders may request that additional Registrable Securities be registered for resale by the Issuers.  Subject to certain limitations, the Demand Stockholders also have the right to request that the Issuer facilitate the resale of Registrable Securities pursuant to firm commitment underwritten public offerings.

The Registration Rights Agreement contains other customary terms and conditions, including, without limitation, provisions with respect to suspensions of the Company’s registration obligations pursuant to the Registration Rights Agreement and indemnification.

This summary is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is incorporated by reference into this Schedule 13D in Exhibit 2, and is also incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

The following are filed herewith as Exhibits to this Schedule 13D:

SIGNATURE

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

Dated:  October 22, 2019

 

 

 

 

 

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