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| HK > SEC Filings for HK > Form 8-K on 2-Jul-2012 | All Recent SEC Filings |
2-Jul-2012
Completion of Acquisition or Disposition of Assets, Other Events, Financial
On June 28, 2012, Halcón Energy Properties, Inc. ("HEPI"), a wholly owned subsidiary of Halcón Resources Corporation (the "Company"), completed the previously disclosed acquisition of acreage in Eastern Ohio, prospective for the Utica/Point Pleasant formations. Pursuant to the terms of an Agreement of Sale and Purchase (the "Purchase Agreement") dated May 8, 2012 between NCL Appalachian Partners, L.P. ("NCL") and HEPI, the Company acquired a working interest in approximately 27,000 net acres for an adjusted purchase price of approximately $164 million in cash. The Company funded the acquisition with cash on hand. No oil or natural gas production or proved reserves are currently attributable to the acquired interests. The effective date of the transaction is June 1, 2012.
A copy of the Purchase Agreement is filed herewith as Exhibit 2.1 and incorporated herein by reference.
Updated Unaudited Pro Forma Condensed Combined Financial Information
On June 29, 2012, the Company announced that it had priced a private offering of $750 million aggregate principal amount of its 9.75% senior notes due 2020, to be issued at 98.646% of par. As a result of this development, the Company has updated the unaudited pro forma condensed combined financial information previously provided by the Company in Exhibit 99.3 to the Form 8-K filed on June 25, 2012. The pro forma financial information gives effect to the Company's pending acquisition of 20,628 net acres of oil and gas leasehold in East Texas (the "East Texas Assets") and the Company's pending merger with GeoResources, Inc. ("GeoResources"), and has been updated to include the actual pricing terms of the private offering of senior notes.
Attached as Exhibit 99.3 and incorporated herein by reference are the updated unaudited pro forma condensed combined balance sheet of Halcón Resources Corporation as of March 31, 2012, and the updated unaudited pro forma condensed combined statements of operations of Halcón Resources Corporation for the year ended December 31, 2011 and the three months ended March 31, 2012. These updated unaudited pro forma financial statements give effect to the Company's pending merger with GeoResources and the probable acquisition of the East Texas Assets on the bases, and subject to the assumptions, set forth therein in accordance with Article 11 of Regulation S-X, and replace in their entirety the unaudited pro forma condensed combined financial information previously provided by the Company in Exhibit 99.3 to the Form 8-K filed on June 25, 2012.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act.
Statements that are not strictly historical statements constitute
forward-looking statements and may often, but not always, be identified by the
use of such words such as "expects", "believes", "intends", "anticipates",
"plans", "estimates", "potential", "possible", or "probable" or statements that
certain actions, events or results "may", "will", "should", or "could" be taken,
occur or be achieved. The forward-looking statements include statements about
future operations, capital expenditures and the anticipated timing for closing
certain pending transactions. Forward-looking statements are based on current
expectations and assumptions and analyses made by the Company's management in
light of their experience and their perception of historical trends, current
conditions and expected future developments, as well as other factors they
Additional Information About the GeoResources Transaction
Halcón and GeoResources have filed materials relating to the transaction with
the SEC, including a registration statement of Halcón, which includes a
prospectus of Halcón and a joint proxy statement of Halcón and GeoResources. The
definitive joint proxy statement/prospectus were delivered to stockholders of
Halcón and GeoResources on or about June 29, 2012. INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HALCÓN, GEORESOURCES
AND THE PROPOSED TRANSACTION. Investors and security holders may obtain these
documents free of charge at the SEC's website at www.sec.gov. In addition, the
documents filed with the SEC by Halcón can be obtained free of charge from
Halcón's website at www.halconresources.com. The documents filed by GeoResources
can be obtained free of charge from GeoResources' website at
www.georesourcesinc.com. Halcón, GeoResources and their respective executive
officers and directors may be deemed to be participants in the solicitation of
proxies from the stockholders of Halcón and GeoResources in respect of the
proposed transaction. Information regarding the persons who may be participants
in the solicitation is set forth in the joint proxy statement/prospectus.
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement of Sale and Purchase dated May 8, 2012 by and between NCL
Appalachian Partners, L.P. and Halcón Energy Properties, Inc.
99.3 Pro forma condensed combined balance sheet of Halcón Resources
Corporation as of March 31, 2012, and pro forma condensed combined
statements of operations of Halcón Resources Corporation for the year
ended December 31, 2011 and the three months ended March 31, 2012,
giving effect to Halcón's pending merger with GeoResources, Inc. and
probable acquisition of the East Texas Assets.
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