Battalion Oil Enters Definitive Agreement for Parsley Energy Acquisition

TL;DR

Battalion Oil inked the deal with Parsley Energy, acquisition moving forward.

AI Summary

On June 10, 2024, Battalion Oil Corporation entered into a Material Definitive Agreement related to its acquisition by Parsley Energy, LLC. This agreement is a significant step in the ongoing process of Battalion Oil's business combination with Parsley Energy.

Why It Matters

This filing confirms a material definitive agreement for Battalion Oil's acquisition by Parsley Energy, signaling a significant corporate change for the company and its shareholders.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions and regulatory approvals, which introduce inherent risks.

Key Players & Entities

• Battalion Oil Corporation (company) — Registrant
• Parsley Energy, LLC (company) — Acquiring entity
• June 10, 2024 (date) — Date of Material Definitive Agreement
• June 11, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 B — ich registered Common Stock par value $0.0001 BATL NYSE American Indicate by check
• $160 million — of equity financing to Parent equal to $160 million (the " Existing Equity Financing Subscr

Filing Documents

• tm2413459d3_8k.htm (8-K) — 43KB
• tm2413459d3_ex2-1.htm (EX-2.1) — 14KB
• 0001104659-24-070206.txt ( ) — 235KB
• batl-20240610.xsd (EX-101.SCH) — 3KB
• batl-20240610_lab.xml (EX-101.LAB) — 33KB
• batl-20240610_pre.xml (EX-101.PRE) — 22KB
• tm2413459d3_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement Fifth Amendment to Merger Agreement On June 10, 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 Fifth Amendment (the " Fifth 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 "), 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 "). On June 10, 2024, at a special meeting of the Company's board of directors (the " Board "), the Board approved, upon the recommendation of the Special Committee of the Board (the " Special Committee "), the Fifth Amendment to provide additional time for Parent to obtain equity financing to consummate the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement (as amended by the First Amendment), either Parent or the Company has the right to terminate the Merger Agreement if the transactions contemplated by the Merger Agreement are not consummated on or before 11:59 p.m. Central Time on June 12, 2024 (the " Termination Date "). The Fifth Amendment amends the Merger Agreement to extend the Termination Date from 11:59 p.m. Central Time on June 12, 2024 to 11:59 p.m. Central Time on September 12, 2024. Except as modified by the Fifth Amendment, the terms of the Merger Agreement, the First Amendment, the Seco

01 Other Events

Item 8.01 Other Events As disclosed in the Company's Current Report on Form 8-K filed with the SEC on April 29, 2024, Parent failed to deliver binding contracts (each such contract, individually, an " Equity Financing Subscription Agreement ") entered into by Parent or its affiliates, which would provide for equity financing for the transaction that would, when taken together with the aggregate proceeds obtained from other sources of financing available to Parent, be sufficient for Parent to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses (such financing, the " Sufficient Financing ", and the contracts evidencing Sufficient Financing, collectively, " Qualifying Additional Financing Documents ") by 5:00 p.m. Central Time on April 26, 2024 (the " Deadline "). Under the terms of the Merger Agreement, the Company has the right to terminate the Merger Agreement as a result of Parent's failure to deliver Qualifying Additional Financing Documents by the Deadline (the " QAFD Termination Right "). In addition, as disclosed in the Company's Current Report on Form 8-K filed with the SEC on May 3, 2024, as of 7:00 a.m. Central Time on May 3, 2024, Parent had provided the Company with Equity Financing Subscription Agreements evidencing agreements by the financing sources party thereto to provide an aggregate amount of equity financing to Parent equal to $160 million (the " Existing Equity Financing Subscriptions "). As of 7:00 a.m. Central Time on June 11, 2024, Parent has not yet delivered all of the Qualifying Additional Financing Documents evidencing the Sufficient Financing and Parent has not delivered to the Company any additional Equity Financing Subscription Agreements other than those representing the Existing Equity Financing Subscriptions. The Board and the Special Committee continue to evaluate the Company's options in light of the failure to deliver the Qualifying Additional Financing Documents by the Deadli

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 Fifth Amendment to Agreement and Plan of Merger, dated June 10, 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 June 11, 2024 By: /s/ Matthew B. Steele Name: Matthew B. Steele Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR