UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2012
HALCÓN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35467 | 20-0700684 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1000 Louisiana St., Suite 6700 Houston, Texas |
77002 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (832) 538-0300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
As previously disclosed in its Current Report on Form 8-K filed on August 2, 2012 (the “Prior 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”), on August 2, 2012, Halcón Resources Corporation (the “Company”) completed the acquisition of GeoResources, Inc., a Colorado corporation (“GeoResources”), pursuant to an Agreement and Plan of Merger dated April 24, 2012. This Form 8-K/A amends the Prior 8-K for the purpose of furnishing pro forma financial statements giving effect to the acquisition of GeoResources, as well as the Company’s concurrent acquisition of 20,628 net acres of oil and gas leasehold in East Texas (the “East Texas Assets”), as required by Item 9.01(b) of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Audited consolidated financial statements of GeoResources as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 were previously reported in GeoResources’ Annual Report on Form 10-K, as amended, for the year ended December 31, 2011, which was filed with the SEC on March 13, 2012 and amended on April 30, 2012. Unaudited Interim Consolidated Financial Statements of GeoResources as of June 30, 2012 and for the six months ended June 30, 2012 and 2011 (the “Interim Financial Statements”) were previously reported on pages 4 to 24 of GeoResources’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, which was filed with the SEC on August 9, 2012. The Interim Financial Statements are incorporated herein by reference.
(b) Pro Forma Financial Information. The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2012 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2011 and the six months ended June 30, 2012 are attached hereto as Exhibit 99.2 and are incorporated herein by reference. These unaudited pro forma financial statements give effect to the completion of the Company’s acquisitions on August 1, 2012 of (i) GeoResources and (ii) the East Texas Assets, on the bases, and subject to the assumptions, set forth therein in accordance with Article 11 of Regulation S-X.
(d) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K/A:
| Exhibit No. |
Description | |
| 99.2 | Pro forma condensed combined balance sheet of Halcón Resources Corporation as of June 30, 2012, and pro forma condensed combined statements of operations of Halcón Resources Corporation for the year ended December 31, 2011 and the six months ended June 30, 2012, giving effect to the Company’s acquisition of GeoResources and the East Texas Assets. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| August 24, 2012 |
HALCÓN RESOURCES CORPORATION | |||||
| By: | /s/ Mark J. Mize | |||||
| Name: | Mark J. Mize | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.2 | Pro forma condensed combined balance sheet of Halcón Resources Corporation as of June 30, 2012, and pro forma condensed combined statements of operations of Halcón Resources Corporation for the year ended December 31, 2011 and the six months ended June 30, 2012, giving effect to the Company’s acquisition of GeoResources and the East Texas Assets. | |