April 22, 2015
Bernstein Liebhard LLP is investigating whether the Board of Directors of Halcon Corporation (“Halcon” or the “Company”) (NYSE: HK) breached their fiduciary duties in connection with the proposed amendment of a convertible note and warrants held by one of the Company’s largest stockholders, HALRES.
On March 30, 2015, Halcon filed a Definitive Proxy Statement with the U.S. Securities and Exchange Commission, which asked shareholders to approve a proposed amendment of a Convertible Note and Warrants held by HALRES at the upcoming annual shareholder meeting on May 6, 2015. The proposed amendment would extend the terms of the Convertible Note and Warrants by an additional three years (from 2017 to 2020) and, critically, reduce the conversion and exercise prices from $4.50 to $2.44 per share. This would be a tremendous windfall for HALRES because, due to the current depression of Halcon’s stock price, a potential conversion of the Convertible Note by HALRES at the $4.50 per share conversion price is unattractive and the Warrants are a long way from being “in the money.” In addition, the Proxy Statement failed to disclose, among other things: (i) the negotiations between a special committee of the Company’s board of directors and HALRES regarding the amendments; (ii) what, if any, alternative arrangements were considered; and (iii) the underlying analysis of the special committee’s advisor.
Halcon issued more adverse news relating to its debt situation on April 21, 2015. On that date, before the market opened, Halcon announced that it had priced a $500 million private note offering. That same day, after the market closed, Halcon announced that it had increased the note offering from $500 million to $700 million.
If you currently hold Halcon shares and are interested in discussing your rights, and/or have information relating to the matter, please contact Joseph R. Seidman, Jr. at (877) 779-1414 or firstname.lastname@example.org.
Bernstein Liebhard LLP has pursued hundreds of securities, consumer and shareholder rights cases and recovered over $3 billion for its clients. The National Law Journal has recognized Bernstein Liebhard for twelve consecutive years as one of the top plaintiffs’ firms in the country.