Battalion Oil Corp Files 8-K

TL;DR

Battalion Oil Corp signed a big deal, details TBD.

AI Summary

On September 11, 2024, Battalion Oil Corporation entered into a material definitive agreement. The filing does not provide specific details about the agreement or any associated dollar amounts, but it indicates a significant event for the company.

Why It Matters

This 8-K filing signifies a material definitive agreement has been entered into by Battalion Oil Corp, which could impact its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant changes and potential risks or rewards for a company.

Key Players & Entities

• Battalion Oil Corporation (company) — Registrant
• September 11, 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
• $0.0001 — f the Company's common stock, par value $0.0001 per share (" Common Stock "), in connec
• $9.80 — Merger Agreement would be reduced from $9.80 per share of Common Stock to $7.00 per
• $7.00 — from $9.80 per share of Common Stock to $7.00 per share of Common Stock (such proposa

Filing Documents

• batl-20240911x8k.htm (8-K) — 53KB
• batl-20240911xex2d1.htm (EX-2.1) — 19KB
• 0001558370-24-012741.txt ( ) — 206KB
• batl-20240911.xsd (EX-101.SCH) — 4KB
• batl-20240911_def.xml (EX-101.DEF) — 3KB
• batl-20240911_lab.xml (EX-101.LAB) — 17KB
• batl-20240911_pre.xml (EX-101.PRE) — 11KB
• batl-20240911x8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement Sixth Amendment to Merger Agreement On September 11, 2024, Battalion Oil Corporation, a Delaware corporation (the " Company "), 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 Sixth Amendment (the " Sixth 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 "), the Fourth Amendment to the Agreement and Plan of Merger, dated as of April 16, 2024 (the " Fourth Amendment "), and the Fifth Amendment to the Agreement and Plan of Merger, dated as of June 10, 2024 (the " Fifth Amendment "). On September 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 Sixth Amendment to provide additional time for the Company and Parent to negotiate the terms of any amendments to the Merger Agreement. As previously disclosed, Parent has proposed a further amendment of the Merger Agreement such that the amount of merger consideration payable to the holders of the Company's common stock, par value $0.0001 per share (" Common Stock "), in connection with the transactions contemplated by the Merger Agreement would be reduced from $9.80 per share of Common Stock to $7.00 per share of Common Stock (such proposal, the " Parent Proposal "). The Parent Proposal is contingent on the existing hol

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. Exhibit No. Description 2.1 Sixth Amendment to Agreement and Plan of Merger, dated September 11, 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). 4 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 September 11, 2024 By: /s/ Matthew B. Steele Name: Matthew B. Steele Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR