Battalion Oil Enters Material Definitive Agreement

TL;DR

**Battalion Oil just signed a big deal, expect potential shifts in their business.**

AI Summary

Battalion Oil Corp filed an 8-K on February 6, 2024, to report entering into a material definitive agreement. This filing indicates a significant corporate event, likely a major transaction or contract, that could impact the company's financial health and future operations. For investors, this matters because such agreements can lead to substantial changes in revenue, expenses, or asset structure, potentially affecting the stock's value.

Why It Matters

This filing signals a potentially significant business development for Battalion Oil Corp, which could lead to changes in its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing details, creating uncertainty about its financial implications.

Analyst Insight

Investors should monitor for subsequent filings or press releases from Battalion Oil Corp that will provide specific details about the 'Material Definitive Agreement' to assess its potential impact on the company's financials and stock price.

Key Players & Entities

• Battalion Oil Corp (company) — the registrant filing the 8-K
• February 6, 2024 (date) — date of earliest event reported
• 820 Gessner Road Suite 1100 Houston, Texas 77024 (address) — principal executive offices of Battalion Oil Corp
• 832-538-0300 (phone_number) — registrant's telephone number

Forward-Looking Statements

• Battalion Oil Corp will provide more details about the material definitive agreement in a subsequent filing or press release. (Battalion Oil Corp) — high confidence, target: 2024-03-06

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
• $15,000,000 — ndment, agreed to deposit an additional $15,000,000 into the Escrow Account (the " Subseque
• $9,999,999.99 — dment, Parent caused an amount equal to $9,999,999.99 of the Initial Deposit Amount to be rel
• $8,000,000 — s defined in the Merger Agreement) from $8,000,000 to $3,500,000. The Company's liability
• $3,500,000 — he Merger Agreement) from $8,000,000 to $3,500,000. The Company's liability for damages u
• $100,000,000 — saction in an aggregate amount equal to $100,000,000. If such Qualifying Additional Financin
• $1,000,000 — rantee is limited to an amount equal to $1,000,000 and does not cover any other obligation

Filing Documents

• batl-20240206x8k.htm (8-K) — 64KB
• batl-20240206xex2d1.htm (EX-2.1) — 61KB
• batl-20240206xex2d2.htm (EX-2.2) — 73KB
• 0001558370-24-000795.txt ( ) — 360KB
• batl-20240206.xsd (EX-101.SCH) — 4KB
• batl-20240206_def.xml (EX-101.DEF) — 3KB
• batl-20240206_lab.xml (EX-101.LAB) — 17KB
• batl-20240206_pre.xml (EX-101.PRE) — 11KB
• batl-20240206x8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement Second Amendment to Merger Agreement On February 6, 2024, Battalion Oil Corporation, a Delaware corporation (the " Company " or " we "), Fury Resources, Inc., a Delaware corporation (" Parent "), and San Jacinto Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (" Merger Sub "), entered into a Second Amendment (the " Second 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, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 24, 2024 (the " First Amendment "). 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, by and among Parent, the Company and Wilmington Trust, National Association, as 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 as amended by the First Amendment, agreed to deposit an additional $15,000,000 into the Escrow Account (the " Subsequent Deposit Amount ") on or before 5:00 p.m. Central Time on February 5, 2024 (such date and time, the " Funding Deadline " and the funding of the Subsequent Deposit Amount into the Escrow Account, the " Full Escrow Funding "). On January 24, 2024, pursuant to the terms of the Merger Agreement as amended by the First Amendment, Parent caused an amount equal to $9,999,999.99 of the Initial Deposit Amount to be released to the Company. For a summary of the material terms of the Merger Agreement and the First Amendment, including the escrow arrangements, please see the Com

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 (or any conditions, limitations

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 Second Amendment to Agreement and Plan of Merger, dated February 6, 2024, by and among Battalion Oil Corporation, Fury Resources, Inc. and San Jacinto Merger Sub, Inc. 2.2 Limited Guarantee, dated February 6, 2024, by Abraham Mirman in favor of Battalion Oil Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5 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 February 6, 2024 By: /s/ Matthew B. Steele Name: Matthew B. Steele Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR