Item 7.01
Regulation FD Disclosure.
Attached as
Exhibit 99.1
to this Current Report on Form 8-K, is a copy of the Companys press release, dated August 7, 2019, announcing its filing of the Chapter 11 Cases.
In accordance with General Instruction B.2 of Form 8-K,
Exhibit 99.1
shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), or otherwise subject to the liabilities of that section, nor shall
Exhibit 99.1
be deemed incorporated by reference into any filing under the Securities Act of 1933 (as amended, the
Securities Act
) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to purchase any equity securities of the Company, including any new shares of common stock, warrants, or rights to be offered in any rights offering or any other securities.
Certain statements and information included herein may constitute 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 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. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to
the ability to confirm and consummate the plan in accordance with the terms of the previously announced Restructuring Support Agreement (
RSA
) filed with the Securities Exchange Commission (
SEC
) on August 5, 2019; risks attendant to the bankruptcy process, including the effects thereof on the parties business and on the interests of various constituents, the length of time that the parties might be required to operate in bankruptcy and the continued availability of operating capital during the pendency of such proceedings; risks associated with third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate the plan, potential adverse effects on the parties liquidity or results of operations; increased costs to execute the reorganization contemplated by the RSA, effects on market price of the Companys common stock and on the Companys ability to access the capital markets; and those set forth in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and other filings submitted by the Company to the SEC, copies of which may be obtained from the SECs website at www.sec.gov or through the Companys website at www.halconresources.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Companys expectations.