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This Amendment No. 1 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on September 9, 2016, (the “
Original Schedule 13D
” and, together with this Amendment No. 1, the “
Schedule 13D
”).
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This statement on Schedule 13D relates to the common stock, $0.0001 par value per share (the “
Common Stock
”), of Halcon Resources Corporation, a Delaware corporation (the “
Issuer
”), by the Reporting Persons. The address of the principal executive offices of the Issuer is 1000 Louisiana Street, Suite 6700, Houston, Texas 77002. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original 13D.
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Item 5(a) of the Original 13D is hereby amended to replace the two paragraphs following the table disclosed in Item 5(a) with the following paragraphs:
The shares of Common Stock held by AF IV Energy II AIV B1, L.P., including those shares issuable upon exercise of the Warrants held by AF IV Energy II AIV B1, L.P., represent approximately 5.1 % of the shares of Common Stock outstanding. None of the other Purchasers hold shares of Common Stock, including those shares issuable upon exercise of the Warrants held by such purchaser, representing 5.0% or more of the outstanding shares of Common Stock. Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the shares of Common Stock, including those shares issuable upon exercise of the Warrants, reported on the cover pages to this Schedule 13D for such Reporting Person.
See also items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, which include 340,906 shares of Common Stock issuable upon exercise of the Warrants. The ownership percentages reported in this Schedule 13D are based on an aggregate of 92,638,093 shares of Common Stock outstanding as of November 4, 2016 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2016.
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Item 6 of the Original 13D is hereby amended to add the following:
Stock Purchase Agreement
The Issuer has entered into a stock purchase agreement, dated as of January 24, 2017 (the “Sto
ck Purchase Agreement
”), with certain accredited investors to sell, in a private placement, 5,518 shares of new 8% automatically convertible preferred stock (the “
Preferred Stock
”), each share of which will be convertible into 10,000 shares of Common Stock, for anticipated gross proceeds of $400 million. The private placement is contingent and expected to close upon the Issuer’s previously disclosed acquisition of 20,748 net acres and related assets in the Southern Delaware Basin located in Pecos and Reeves Counties, Texas. Certain Purchasers are investor parties to the Stock Purchase Agreement and have agreed that they will purchase approximately $20 million of such Preferred Stock
The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 5 hereto, and incorporated herein by reference.
Lock-Up Agreement
Contemporaneously with the execution of the Stock Purchase Agreement, Ares Management LLC entered into a Lock-Up Letter (the “
Lock-Up Agreement
”), dated January 24, 2017, pursuant to which Ares Management LLC agreed on its behalf and on the behalf of certain of the Purchasers to certain restrictions on disposing of Common Stock during a lock-up period beginning on the date of the effectiveness of the Mandatory Shelf Registration Statement (as defined in the Lock-Up Agreement), and ending on the date that is the earlier of (A) 60 days from such effectiveness date and (B) 180 days from January 24, 2017, subject to certain exceptions. Among other things, Ares Management LLC agreed that it and such Purchasers will not (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of the Issuer’s Preferred Stock or shares of the Issuer’s Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock, that are now owned or hereafter acquired by Ares Management LLC or such Purchasers or with respect to which Ares Management LLC or such Purchasers have or hereafter acquire the power of disposition
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