Battalion Oil Enters Material Definitive Agreement; Details Undisclosed

TL;DR

**Battalion Oil signed a big deal, but they're not telling us what it is yet.**

AI Summary

Battalion Oil Corp filed an 8-K on January 24, 2024, reporting an 'Entry into a Material Definitive Agreement.' While the filing confirms the existence of such an agreement, it does not disclose the specific details, parties involved, or financial terms of the agreement. This matters to investors because without the specifics, it's impossible to assess the potential impact—positive or negative—on the company's financial health, future operations, or stock value, leaving shareholders in the dark about a significant corporate event.

Why It Matters

This filing signals a significant corporate action by Battalion Oil Corp, but the lack of specific details means investors cannot evaluate its financial implications or strategic importance.

Risk Assessment

Risk Level: medium — The risk is medium because a material agreement has been entered into, but the absence of details creates uncertainty about its potential impact on the company.

Analyst Insight

A smart investor would hold off on making any significant decisions regarding Battalion Oil Corp stock until more details about the 'Material Definitive Agreement' are disclosed, as the current filing provides insufficient information to assess its impact.

Key Players & Entities

• Battalion Oil Corp (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of earliest event reported and filing date
• 001-35467 (other) — Commission File Number for Battalion Oil Corp

Forward-Looking Statements

• Battalion Oil Corp will file another 8-K or press release within the next 30 days to disclose the specific details of the 'Material Definitive Agreement'. (Battalion Oil Corp) — medium confidence, target: 2024-02-24

FAQ

Key Financial Figures

• $0.0001 B — ich registered Common Stock par value $0.0001 BATL NYSE American Indicate by check
• $10,000,000 — Merger Agreement, Parent had deposited $10,000,000 (the " Initial Deposit Amount ") into t
• $20,000,000 b — ed in the Escrow Account would equal to $20,000,000 by such time (the " Full Escrow Funding "
• $9,999,999.99 — pany agreed to cause an amount equal to $9,999,999.99 (the " Release Amount ") to be distribu
• $15,000,000 — mount was increased from $10,000,000 to $15,000,000. The date on which Parent was required

Filing Documents

• batl-20240124x8k.htm (8-K) — 54KB
• batl-20240124xex2d1.htm (EX-2.1) — 52KB
• 0001558370-24-000455.txt ( ) — 273KB
• batl-20240124.xsd (EX-101.SCH) — 4KB
• batl-20240124_def.xml (EX-101.DEF) — 3KB
• batl-20240124_lab.xml (EX-101.LAB) — 12KB
• batl-20240124_pre.xml (EX-101.PRE) — 12KB
• batl-20240124x8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. Amendment to Merger Agreement On January 24, 2024, Battalion Oil Corporation (the " Company " or " we "), Fury Resources, Inc., a Delaware corporation (" Parent "), and San Jacinto Merger Sub, Inc. (" Merger Sub "), a Delaware corporation and a direct, wholly owned subsidiary of Parent, entered into an Amendment (the " Amendment ") to the Agreement and Plan of Merger, dated as of December 14, 2023 (the " Merger Agreement "), by and among the Company, Parent and Merger Sub. Pursuant to the Merger Agreement, Parent agreed to deposit amounts in cash into a segregated escrow account (the " Escrow Account ") established pursuant to that certain Escrow Agreement, dated as of December 14, 2023 (the " Escrow Agreement "), by and among Parent, the Company and Wilmington Trust, National Association, as escrow agent (the " Escrow Agent ") for purposes of securing Parent's obligations pursuant to the Merger Agreement. Prior to the execution and delivery of the Merger Agreement, Parent had deposited $10,000,000 (the " Initial Deposit Amount ") into the Escrow Account and, pursuant to the terms of the Merger Agreement, agreed to deposit an additional $10,000,000 into the Escrow Account (the " Subsequent Deposit Amount ") on or before 5:00 p.m. Central Time on January 23, 2024 such that the aggregate funds contained in the Escrow Account would equal to $20,000,000 by such time (the " Full Escrow Funding "). For a summary of the material terms of the Merger Agreement and the Escrow Agreement, please see the Company's Form 8-K filed with the Securities and Exchange Commission on December 18, 2023, which is incorporated by reference herein. Subsequent to the execution of the Merger Agreement, and in order to facilitate the Full Escrow Funding on a timely basis, on January 24, 2024, the Company and Parent entered into the Amendment. The Amendment amends the Merger Agreement to reflect, among other things, the following ch

Forward-Looking Statements

Forward-Looking Statements All statements and assumptions in this communication that do not directly and exclusively relate to historical facts could be deemed "forward-looking statements." Forward-looking statements are often identified by the use of words such as " anticipates ," " believes ," " estimates ," " expects ," " may ," " could ," " should ," " forecast ," " goal ," " intends ," " objective ," " plans ," " projects ," " strategy ," " target " and "will" and similar words and terms or variations of such. These statements represent current intentions, expectations, beliefs or projections, and no assurance can be given that the results described in such statements will be achieved. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the Company's business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of the Company's control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by the Company's stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K: Exhibit No. Description 2.1 Amendment to Agreement and Plan of Merger, dated as of January 24, 2024, by and among Battalion Oil Corporation, Fury Resources, Inc. and San Jacinto Merger Sub, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 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. BATTALION OIL CORPORATION January 24, 2024 By: /s/ Matthew B. Steele Name: Matthew B. Steele Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR