Battalion Oil Enters Material Definitive Agreement

TL;DR

**Battalion Oil just signed a major deal, expect financial and operational shifts!**

AI Summary

Battalion Oil Corporation filed an 8-K on February 16, 2024, reporting an entry into a material definitive agreement. The filing indicates a significant corporate event, potentially impacting the company's financial structure or operations, as it also includes financial statements and exhibits. This event is crucial for investors to understand the company's current strategic direction.

Why It Matters

This filing signals a potentially significant change in Battalion Oil Corporation's business, which could affect its financial health, operational strategy, and future stock performance.

Risk Assessment

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

Key Players & Entities

• Battalion Oil Corporation (company) — Registrant
• February 16, 2024 (date) — Date of earliest event reported and filing date
• Delaware (company) — State of incorporation for Battalion Oil Corporation
• 001-35467 (company) — Commission File Number for Battalion Oil Corporation
• 820 GESSNER ROAD, SUITE 1100, HOUSTON, TX 77024 (company) — Business and Mail Address for Battalion Oil Corporation

FAQ

Key Financial Figures

• $0.0001 B — ich registered Common Stock par value $0.0001 BATL NYSE American Indicate by check m
• $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
• $100,000,000 — dencing financing in an amount equal to $100,000,000, in the aggregate (the " Qualifying Add
• $3,500,000 — Merger Agreement) has been reduced from $3,500,000 to $0. However, if Parent completes the
• $0 — nt) has been reduced from $3,500,000 to $0. However, if Parent completes the Full
• $200,000,000 — , aggregate financing equal to at least $200,000,000 (such evidence, the " Evidence of Fundi

Filing Documents

• tm246509d1_8-k.htm (8-K) — 46KB
• tm246509d1_ex2-1.htm (EX-2.1) — 29KB
• 0001104659-24-024734.txt ( ) — 255KB
• batl-20240216.xsd (EX-101.SCH) — 3KB
• batl-20240216_lab.xml (EX-101.LAB) — 33KB
• batl-20240216_pre.xml (EX-101.PRE) — 22KB
• tm246509d1_8-k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement Third Amendment to Merger Agreement On February 16, 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 Third Amendment (the " Third 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 "), and the Second Amendment to the Agreement and Plan of Merger, dated as of February 6, 2024 (the " Second 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 and the Second 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 15, 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 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 "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 Third Amendment to Agreement and Plan of Merger, dated February 16, 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). 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 16, 2024 By: /s/ Matthew B. Steele Name: Matthew B. Steele Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR