Battalion Oil Corp Enters Material Definitive Agreement

TL;DR

Battalion Oil Corp just signed a big deal, details to come.

AI Summary

On September 19, 2024, Battalion Oil Corporation entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company, formerly known as Halcon Resources Corp and Ram Energy Resources Inc, is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing indicates a significant new agreement for Battalion Oil Corp, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Battalion Oil Corporation (company) — Registrant
• Halcon Resources Corp (company) — Former company name
• Ram Energy Resources Inc (company) — Former company name
• September 19, 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 — nding shares of Common Stock, par value $0.0001 per share (" Common Stock "), shall be
• $7.00 — be converted into the right to receive $7.00 in cash, without interest (the " Amende
• $9.80 — Merger Agreement would be reduced from $9.80 per share of Common Stock to $7.00 per
• $200,000,000 — f Funding" in the Merger Agreement from $200,000,000 to $160,000,000 (" Sufficient Equity Fi
• $160,000,000 — e Merger Agreement from $200,000,000 to $160,000,000 (" Sufficient Equity Financing "). Fur
• $1,369 — mpany's (i) Series A Preferred Stock is $1,369.21, (ii) Series A-1 Preferred Stock is
• $1,277 — .21, (ii) Series A-1 Preferred Stock is $1,277.28, (iii) Series A-2 Preferred Stock is
• $1,276 — 28, (iii) Series A-2 Preferred Stock is $1,276.99, (iv) Series A-3 Preferred Stock is
• $1,137 — .99, (iv) Series A-3 Preferred Stock is $1,137.91, (v) Series A-4 Preferred Stock is $
• $1,129 — 7.91, (v) Series A-4 Preferred Stock is $1,129.53, and (vi) any new class of preferred
• $88,427,485 — mum Rollover Amount " of (1) Luminus is $88,427,485, (2) Oaktree is $50,314,480, and (3) LS
• $50,314,480 — Luminus is $88,427,485, (2) Oaktree is $50,314,480, and (3) LS Power is $34,068,318. The
• $34,068,318 — ree is $50,314,480, and (3) LS Power is $34,068,318. The A&R Contribution Agreement contai

Filing Documents

• tm2424285d1_8k.htm (8-K) — 50KB
• tm2424285d1_ex2-1.htm (EX-2.1) — 181KB
• tm2424285d1_ex99-1.htm (EX-99.1) — 20KB
• tm2424285d1_ex99-1img001.jpg (GRAPHIC) — 20KB
• 0001104659-24-101398.txt ( ) — 500KB
• batl-20240919.xsd (EX-101.SCH) — 3KB
• batl-20240919_lab.xml (EX-101.LAB) — 33KB
• batl-20240919_pre.xml (EX-101.PRE) — 22KB
• tm2424285d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement Seventh Amendment to Merger Agreement On September 19, 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 Seventh Amendment (the " Seventh Amendment ") to the Agreement and Plan of Merger, dated as of December 14, 2023 (as amended, modified or supplemented from time to time in accordance with its terms, 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 "), the Fifth Amendment to the Agreement and Plan of Merger, dated as of June 10, 2024 (the " Fifth Amendment "), and the Sixth Amendment to the Agreement and Plan of Merger, dated as of September 11, 2024 (the " Sixth Amendment "). Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Merger Agreement. On September 18, 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 Seventh Amendment and the Agreement and Plan of Merger as amended by the Seventh Amendment. The Seventh Amendment reflects the terms of Parent's previously disclosed revised proposal with respect to the terms of the transactions contemplated by the Merger Agreement (the "

01 Other Events

Item 8.01 Other Events. On September 19, 2024, the Company issued a press release announcing it had entered into the Seventh Amendment with Parent and Merger Sub. A copy of this press release is furnished with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Important Information for Investors and Stockholders This communication is being made in respect of the proposed transaction involving the Company and Parent. In connection with the proposed transaction, the Company intends to file the relevant materials with the SEC, including a proxy statement on Schedule 14A and a transaction statement on Schedule 13e-3 (the " Schedule 13e-3 "). Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder of the Company entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement, the Schedule 13e-3 or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. The materials to be filed by the Company will be made available to the Company's investors and stockholders at no expense to them and copies may be obtained free of charge on the Company's website at www.battalionoil.com. In addition, all of those materials will be available at no charge on the SEC's website at www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement, the Schedule 13e-3 and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction because they contain important information about the Company and the proposed transaction. The Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of the Company stockholders in conn

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 Seventh Amendment to Agreement and Plan of Merger, dated September 19, 2024, by and among Battalion Oil Corporation, Fury Resources, Inc. and San Jacinto Merger Sub, Inc. 99.1 Press Release, dated September 19, 2024 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 September 19, 2024 By: /s/ Matthew Steele Name: Matthew Steele Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR