UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): April 7, 2015

 

HALCÓN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35467

 

20-0700684

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

1000 Louisiana St., Suite 6700

Houston, Texas

 

77002

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 538-0300

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 3.02      Unregistered Sales of Equity Securities.

 

On April 7, 2015, Halcón Resources Corporation (the “Company”) entered into an exchange agreement with two investment funds advised by Franklin Templeton Investments, each of which is an existing holder of the Company’s 9.75% senior notes due 2020 (the “Holders”), pursuant to which the Holders agreed to exchange an aggregate $116.5 million principal amount of such notes for approximately 65.5 million shares of the Company’s common stock, resulting in an effective exchange price of $1.78 per share.  The exchange offer is expected to close in mid-April 2015, at which time all interest that accrued since the prior interest payment date in January 2015 will be paid to the Holders.

 

The exchange offer is being made in reliance on the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

HALCÓN RESOURCES CORPORATION

 

 

 

 

 

 

April 9, 2015

By:

/s/ Mark J. Mize

 

Name:

Mark J. Mize

 

Title:

Executive Vice President, Chief Financial Officer and Treasurer

 

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