Each one in plain English, with the numbers worked through for a shareholder.
26 July 2019listing compliance notice▼ BadMajor
NYSE moved to actually delist Halcón this time, citing abnormally low trading prices; its stock and warrants were suspended on July 22, 2019 and began trading over-the-counter as HKRS/HKRSW the next day - the listing-compliance warnings of the prior four years finally resulted in delisting.
NYSE again warned Halcón that its stock (averaging $0.99) had dropped below the $1.00 minimum price for continued listing, restarting the six-month cure period - the same warning it had already received and cured twice during its pre-bankruptcy distress in 2015-2016.
20 Dec 2018asset acquisition disposition▲ GoodMajor
Halcón closed the sale of its Delaware Basin water infrastructure to WaterBridge Resources, collecting $200 million cash upfront with up to $25 million a year in further incentive payments over the next five years.
A sixth amendment set the revolver's borrowing base at $350 million once the water-infrastructure sale closed, but lenders and Halcón agreed to cap actual borrowing capacity at $275 million.
A fifth credit-facility amendment let Halcón use annualized EBITDA for several upcoming quarters and raised the permitted debt-to-EBITDA ceiling (down to 4.0x by mid-2019), giving it more covenant room while it worked through the water-asset sale.
Halcón agreed to sell its Delaware Basin water-handling infrastructure to a WaterBridge Resources affiliate for up to $325 million - $200 million in cash at closing plus up to $125 million in earnouts over five years tied to how many wells get connected to the system - with a late-December 2018 close targeted.
A fourth credit-facility amendment gave Halcón more room on its debt-to-EBITDA leverage covenant (up to 5.0x through mid-2019, stepping back down to 4.0x by end-2019) - with a clause that snaps the ceiling straight to 4.0x if it sells its midstream gathering and water-handling infrastructure in Pecos, Reeves, Ward and Winkler Counties, signaling a midstream sale was under consideration.
Halcón agreed to buy 10,524 net acres in Ward County, Texas (the West Quito Draw properties, also in the Southern Delaware Basin) from Shell affiliate SWEPI LP for $200 million, paying a $20 million deposit toward an early-April 2018 close.
Two weeks after selling its operated Williston Basin position, Halcón agreed to sell its remaining non-operated Bakken interests in North Dakota and Montana for about $104 million, completing its full exit from the basin; the revolver's borrowing base will fall to just $100 million once this closes.
Halcón completed a transformative divestiture, selling its entire operated Williston Basin position (about 105,900 net acres that made up 71% of its proved reserves and 79% of its production) to Bruin Williston Holdings for roughly $1.4 billion; proceeds funded redemption of the 12% second-lien notes, a tender for up to $425 million of the 6.75% notes and revolver paydown, and the credit facility itself was cut to just $140 million to match the smaller, Delaware Basin-focused company left behind.
A second amendment to Halcón's revolving credit facility cleared the way for it to redeem its 12% second-lien notes due 2022 and amend the 6.75% notes indenture, laying the groundwork for a planned sale of its Williston Basin (North Dakota) properties.
3 Mar 2017asset acquisition disposition▲ GoodMajor
Halcón closed the Samson acquisition on February 28, 2017, paying $705 million for the Pecos/Reeves County acreage, funded by a $400 million private placement of new 8% automatically convertible preferred stock (converting into common at $7.25/share) plus revolver borrowings.
The $850 million of 6.75% notes closed, and Halcón used the roughly $834 million in proceeds to redeem its 8.625% secured notes due 2020, retiring the last of the secured debt from its pre-bankruptcy distress.
Halcón agreed to sell $850 million of new unsecured 6.75% notes due 2025, earmarking the proceeds to redeem the 8.625% secured notes it had issued during its 2015 financial distress - trading secured debt back for cheaper unsecured debt now that its balance sheet has stabilized post-bankruptcy.
26 Jan 2017capital raising announcement▲ GoodMajor
Post-bankruptcy Halcón raised $400 million in a private placement of new 8% automatically-convertible preferred stock (convertible into ~55 million common shares at $7.25/share) to help fund its acquisition of 20,748 net acres in the Southern Delaware Basin's Pecos County - the company's first major post-restructuring growth move.
Halcón agreed to buy about 20,748 net acres in the Southern Delaware Basin (Pecos and Reeves Counties, Texas) from Samson Exploration for $705 million, its first major growth acquisition since emerging from bankruptcy months earlier, targeting an early-March 2017 close.
5 Oct 2016asset acquisition disposition▲ GoodMajor
Freshly out of bankruptcy, Halcón handed its entire Tuscaloosa Marine Shale position (via subsidiary HK TMS) to an Apollo Global Management affiliate that already held preferred equity in it exceeding the assets' value, walking away from roughly $212.5 million of underwater mezzanine equity at no cost while continuing to operate the properties for a fee.
Halcón's plan of reorganization became effective on September 9, 2016, marking its emergence from Chapter 11; noteholders separately consented to amend the covenants on its two second-lien note series to reflect the post-emergence capital structure.
Halcón's pre-packaged Chapter 11 plan was confirmed on Sept 8, 2016 and took effect Sept 9, closing the bankruptcy filed July 27. The $600M debtor-in-possession loan rolled into an exit revolver with JPMorgan, and the $700M 8.625% and $112.8M 12% second-lien notes were reinstated. Third-lien noteholders received 76.5% of the new common stock plus $33.8M cash, unsecured noteholders 15.5% plus $37.6M cash and warrants, and the convertible noteholder 4% plus $15.0M cash. Preferred holders received a share of $11.1M cash, and existing common holders got a share of 4% of the new stock, with 90,000,002 shares outstanding. Warrants for 4,736,842 shares at $14.04 were issued. Old shareholders were heavily diluted, keeping only 4% of the reorganized company.
As required by its bankruptcy plan, Halcón disclosed that its entire board would be replaced with a new nine-member board once the plan took effect - the CEO plus three directors each designated by Ares Management and Franklin Advisers, the two largest holders of its third-lien notes - handing effective control of the reorganized company to those two creditors.
NYSE separately flagged that Halcón's market cap and stockholders' equity had fallen below the $50 million continued-listing minimum; Halcón said it expected to cure this once its restructuring plan closed.
As part of the bankruptcy, Halcón secured a $600 million debtor-in-possession credit facility from JPMorgan and other lenders, structured to convert into a $600 million exit facility once it emerges from Chapter 11.
Halcón and 20 subsidiaries filed for Chapter 11 bankruptcy protection in Delaware on July 27, 2016 to implement the pre-packaged plan its creditors had just approved, continuing to operate as debtor-in-possession.
Creditors overwhelmingly approved Halcón's pre-packaged reorganization plan (99%+ support across every voting class), clearing the way for the bankruptcy filing; a separate lockup deal locked in support from holders of 51% of its 8.625% second-lien notes.
Halcón entered a restructuring support agreement with holders of 80% of its third-lien notes, 57% of its unsecured notes, 100% of the HALRES convertible note and 63% of its preferred stock, committing to a pre-packaged Chapter 11 bankruptcy filing by August 2, 2016 if the plan won creditor approval.
NYSE again warned Halcón that its stock price (averaging $0.98) had fallen below the $1.00 continued-listing minimum, restarting the six-month cure clock.
A thirteenth amendment cut Halcón's borrowing base from $850 million to $700 million and raised the interest margins it pays on the facility - a real tightening of its credit line rather than the routine increases seen in 2013-2014.