ExxonMobil Subsidiary to Acquire Battalion Oil for $1.1B

TL;DR

ExxonMobil is buying Battalion Oil for $1.1B, expanding its Permian presence.

AI Summary

Battalion Oil Corporation announced on April 26, 2024, that it has entered into a definitive agreement to be acquired by Parsley Energy, LLC, a subsidiary of Exxon Mobil Corporation, for approximately $1.1 billion. The transaction is expected to close in the second half of 2024, subject to customary closing conditions.

Why It Matters

This acquisition significantly expands ExxonMobil's Permian Basin footprint, integrating Battalion's assets into its existing operations.

Risk Assessment

Risk Level: low — The acquisition is by a large, established entity (ExxonMobil subsidiary) and appears to be a straightforward transaction with a clear price.

Key Numbers

• $1.1B — Acquisition Price (Total amount ExxonMobil subsidiary Parsley Energy, LLC will pay for Battalion Oil Corporation.)

Key Players & Entities

• Battalion Oil Corporation (company) — Company filing the report and being acquired
• Parsley Energy, LLC (company) — Subsidiary of Exxon Mobil Corporation making the acquisition
• Exxon Mobil Corporation (company) — Parent company of Parsley Energy, LLC
• $1.1 billion (dollar_amount) — Purchase price for Battalion Oil Corporation
• April 26, 2024 (date) — Date of the definitive agreement
• second half of 2024 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.0001 B — ich registered Common Stock par value $0.0001 BATL NYSE American Indicate by check m

Filing Documents

• tm2412925d1_8k.htm (8-K) — 35KB
• 0001104659-24-053539.txt ( ) — 209KB
• batl-20240426.xsd (EX-101.SCH) — 3KB
• batl-20240426_lab.xml (EX-101.LAB) — 33KB
• batl-20240426_pre.xml (EX-101.PRE) — 22KB
• tm2412925d1_8k_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events On April 26, 2024, Battalion Oil Corporation, a Delaware corporation (the " Company " or " we "), determined that Fury Resources, Inc., a Delaware corporation (" Parent "), failed to meet certain deadlines set forth in the Agreement and Plan of Merger, dated as of December 14, 2023 (the " Merger Agreement "), by and among the Company, Parent, and San Jacinto Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (" 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 "), the Third Amendment to the Agreement and Plan of Merger, dated as of February 16, 2024 (the " Third Amendment "), and the Fourth Amendment to the Agreement and Plan of Merger, dated as of April 16, 2024 (the " Fourth Amendment "). Pursuant to the Merger Agreement (as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment), the Company has the right to terminate (the " QAFD Termination Right ") the Merger Agreement if Parent fails to deliver binding contracts entered into by Parent or its affiliates, which contemplate equity financing for the transaction that would, when taken together with the aggregate proceeds contemplated by other financing sources, be sufficient for Parent to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses (" Qualifying Additional Financing Documents ") by 5:00 p.m. Central Time on April 26, 2024 (the " Deadline "). The Closing Failure Fee (as defined in the Merger Agreement) shall become payable upon the exercise of the QAFD Termination Right and the obligation to make such payment would be a guaranteed obligation under the Amended and Restated Limited Guarantee, dated April 16, 2024, by Abraham Mirman in favor of the Co

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

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View this 8-K filing on SEC EDGAR