UPDATE 3-Halcon bulks up with $973 mln GeoResources buy

Wed Apr 25, 2012 12:52pm EDT

* GeoResources shareholders to get $20 in cash, 1.932 Halcon stock

* Offer at 23 pct premium to GeoResources's Tuesday close

* Deal expected to close in third quarter

* GeoResources' shares up 21 percent to life high; Halcon's rise 10 percent.

April 25 (Reuters) - Halcon Resources Corp said it would buy GeoResources Inc for about $973 million in a cash-and-stock deal, as CEO Floyd Wilson builds up the fledgling company's asset base as a prelude to an eventual sale.

Wilson, former chairman of Petrohawk Energy Corp, has built a reputation as a deal maker and created Halcon Resources after Petrohawk was acquired by global miner BHP Billiton for $12.1 billion last July.

Halcon, which has a market value of $1.34 billion, emerged from Ram Energy Resources after Wilson took it private in a $550 million deal in December.

"We may not see Floyd Wilson buying whole companies, but we'll see more bolt-on acquisitions certainly," SunTrust Robinson Humphrey analyst Neal Dingmann said.

Halcon may make more acquisitions, particularly in the Utica, Bakken and Eagle Ford shale plays, Dingmann said.

The three regions are rich in oil and natural gas liquids and the focus of most producers in the United States, who are steadily moving away from natural gas due to decade-low prices.

Wilson has made no secret that he plans to build a portfolio of liquids-rich assets before putting Halcon on the block a few years down the line.

Halcon, which trades under Petrohawk's ticker "HK", said it will divest some natural-gas weighted assets to raise additional cash to focus on core growth areas.

The company has identified certain areas in South Louisiana and South Texas as "divestiture candidates".

CASH AND STOCK

GeoResources stockholders will receive $20 in cash and 1.932 Halcon shares, or $37.97, for each share they own.

The offer represents a 23 percent premium to GeoResources's Tuesday close of $30.77 on the Nasdaq.

RBC Capital Markets analysts said the deal price was "fairly full."

GeoResources, which has a market value of about $790 million, is primarily focused on the Bakken and Three Forks formations in the Williston Basin in the north central United States, the Eagle Ford formation in Texas, and the Austin Chalk trend in the same state.

The deal, expected to close in the third quarter, will increase Halcon's estimated proved reserves by over 150 percent. More than two-thirds of the acreage is liquids-rich.

Halcon said the deal would immediately add to discretionary cash flow, production and reserves on a per share basis.

Barclays and Mitchell Energy Advisors advised Halcon while Wells Fargo Securities advised GeoResources.

GeoResources shares rose 21 percent on Wednesday to an all-time high of $37.17 while Halcon shares rose as much as 10 percent to $10.25. Halcon shares have risen about 50 percent since the Ram Energy deal.

MORE DEALS?

SunTrust Robinson Humphrey analyst Dingmann said he expected more M&A activity given that a range of companies across the industry are on the look-out for liquids assets.

Eliecer Palacios, an energy sector specialist at Maxim Group, named Goodrich Petroleum Corp, PetroQuest Energy Inc, Petroleum Development Corp and Rexx Energy Corp as potential takeover targets.

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