Business Context and Reporting Period
This Form 8-K is filed by Halcón Resources Corporation (not Battalion Oil Corp as indicated in metadata) on June 28, 2012. The report addresses Item 8.01 (Other Events) regarding the previously announced merger between Halcón and GeoResources, Inc.
Key Financial Metrics
This filing is a current report regarding corporate governance and merger logistics. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes and Events
- Merger Progress: Halcón and GeoResources announced record dates and meeting dates for stockholder votes on the merger of GeoResources into a wholly owned subsidiary of Halcón.
- Record Date: Fixed at the close of business on June 18, 2012, for both companies.
- Special Meetings: Scheduled for July 31, 2012, at 10:00 a.m. local time.
- Halcón: 1000 Louisiana St., Suite 6700, Houston, Texas.
- GeoResources: 110 Cypress Station Drive, Suite 220, Houston, Texas.
- Regulatory Filings: Amendment No. 1 to Halcón's Registration Statement on Form S-4 (including the joint proxy statement/prospectus) was declared effective by the SEC on June 27, 2012.
Guidance, Outlook, and Risks
The filing contains standard forward-looking statements cautioning that actual results may differ due to risks and uncertainties. Specific risks are referenced in Halcón's Form 10-K for the year ended December 31, 2011. The document explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy securities.
Investor Verification Checklist
- Verify the joint proxy statement/prospectus (Form S-4 Amendment No. 1) for detailed merger terms and director interests.
- Confirm stockholder record status as of June 18, 2012, to determine voting eligibility for the July 31, 2012 meetings.
- Review the Form 10-K for 2011 for specific risk factors affecting the merger and operations.
- Note the discrepancy between the metadata company name ("Battalion Oil Corp") and the actual registrant ("Halcón Resources Corporation").