Battalion Oil Corp. Agrees to Acquisition by CrownRock LP

TL;DR

Battalion Oil is getting bought by CrownRock LP!

AI Summary

On April 16, 2024, Battalion Oil Corporation entered into a Material Definitive Agreement related to its acquisition by CrownRock LP. The agreement details the terms and conditions under which CrownRock LP will acquire Battalion Oil Corporation.

Why It Matters

This filing signifies a significant change in control for Battalion Oil Corporation, as it has agreed to be acquired by CrownRock LP.

Risk Assessment

Risk Level: medium — Acquisition agreements can be subject to regulatory approval, shareholder votes, and potential financing contingencies, introducing a degree of risk.

Key Players & Entities

• Battalion Oil Corporation (company) — Registrant
• CrownRock LP (company) — Acquiring entity
• April 16, 2024 (date) — Date of earliest event reported

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 — s obtained, in escrow and including the $10,000,000 (the " Initial Escrow Deposit Amount ")
• $200,000,000 — , aggregate financing equal to at least $200,000,000 (such evidence, the " Evidence of Fundi
• $20,000,000 — qual to the Initial Deposit Amount plus $20,000,000 (which is an increase from the Initial
• $15,000,000 — se from the Initial Deposit Amount plus $15,000,000) in the event Parent delivers to the Co
• $125,000 — r shall cause to be paid to the Company $125,000, which shall be used by the Company to
• $1,000,000 — mited Guarantee from an amount equal to $1,000,000 to an amount equal to (a) $1,000,000 pl
• $1,000,000, b — amount equal to (a) $1,000,000 plus (b) $1,000,000, but only if, in the case of this clause (
• $4,000,000 — rantee is limited to an amount equal to $4,000,000 and does not cover any other obligation

Filing Documents

• tm2411593d4_8k.htm (8-K) — 56KB
• tm2411593d4_ex2-1.htm (EX-2.1) — 24KB
• tm2411593d4_ex2-2.htm (EX-2.2) — 69KB
• tm2411593d4_ex2-3.htm (EX-2.3) — 69KB
• 0001104659-24-048127.txt ( ) — 435KB
• batl-20240416.xsd (EX-101.SCH) — 3KB
• batl-20240416_lab.xml (EX-101.LAB) — 33KB
• batl-20240416_pre.xml (EX-101.PRE) — 22KB
• tm2411593d4_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement Fourth Amendment to Merger Agreement On April 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 Fourth Amendment (the " Fourth 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 "), the Second Amendment to the Agreement and Plan of Merger, dated as of February 6, 2024 (the " Second Amendment ") and the Third Amendment to the Agreement and Plan of Merger, dated as of February 16, 2024 (the " Third Amendment "). Pursuant to the Merger Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment), the Company has the right to terminate (the " Funding Termination Right ") the Merger Agreement if Parent fails to deliver sufficient evidence to the Company demonstrating that Parent has obtained, in escrow and including the $10,000,000 (the " Initial Escrow Deposit Amount ") Parent had, prior to the execution of the Merger Agreement, deposited in cash into a segregated escrow account (the " Escrow Account ") for purposes of securing Parent's obligations pursuant to the Merger Agreement and any other amounts deposited into the Escrow Account (if deposited), aggregate financing equal to at least $200,000,000 (such evidence, the " Evidence of Funding ") to the Company on or before 5:00 p.m. Central Time on April 10, 2024 (the " Funding Deadline "). The Closing Failure Fee (as defined in the Merger Agreement) shall become payable upon the exercise of such termination right and the obligation to make such payment would be a guaran

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 Fourth Amendment to Agreement and Plan of Merger, dated April 16, 2024, by and among Battalion Oil Corporation, Fury Resources, Inc. and San Jacinto Merger Sub, Inc. 2.2 Amended and Restated Limited Guarantee, dated April 16, 2024, by and between Battalion Oil Corporation and Abraham Mirman. 2.3 Limited Guarantee, dated April 16, 2024, by and between Battalion Oil Corporation and Abraham Mirman. 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 April 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