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| HK > SEC Filings for HK > Form 8-K on 6-Jun-2012 | All Recent SEC Filings |
6-Jun-2012
Entry into a Material Definitive Agreement
On June 5, 2012, a wholly owned subsidiary of Halcón Resources Corporation (the "Company") entered into a purchase and sale agreement (the "Purchase Agreement") with private oil and gas companies (collectively, "Sellers") to acquire an operated interest in 16,365 net acres of oil and gas leasehold in East Texas that the Company believes is prospective in the Woodbine formation. Net daily production from the acreage is approximately 2,000 barrels of oil equivalent per day as of June 1, 2012. The initial purchase price consists of approximately $222.0 million in cash and the issuance of approximately 16.5 million shares of the Company's common stock (the "Common Stock"). The purchase price is subject to customary adjustments and other closing conditions typical for a transaction of this type, including downward adjustments for title and environmental defects under certain circumstances. The effective date of the transaction is April 1, 2012, and the Company expects to close the acquisition in the third quarter of 2012.
The shares of Common Stock are to be issued to Sellers in a private placement pursuant to the exemptions from registration provided in Regulation D, Rule 506, under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the terms of the Purchase Agreement, the Company has agreed to file a Form S-3 shelf registration statement (the "S-3") with the Securities and Exchange Commission registering the resale of the Common Stock by Sellers and their designees no later than 30 days from the date of closing, and to use commercially reasonable efforts to maintain the effectiveness of the S-3 for a period of up to two years.
The shares of Common Stock to be issued to the Sellers have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Common Stock in any state where such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
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