Battalion Oil Corp Terminates Material Definitive Agreement
Ticker: BATL · Form: 8-K · Filed: Dec 20, 2024 · CIK: 1282648
Sentiment: neutral
Topics: agreement-termination
TL;DR
Battalion Oil Corp just terminated a big deal. Details TBD.
AI Summary
On December 20, 2024, Battalion Oil Corporation announced the termination of a material definitive agreement. The filing does not specify the counterparty or the nature of the agreement, but it marks a significant event for the company.
Why It Matters
The termination of a material definitive agreement can significantly impact a company's operations, financial standing, and future strategic direction.
Risk Assessment
Risk Level: medium — The termination of a material definitive agreement introduces uncertainty regarding the company's business relationships and potential financial implications.
Key Players & Entities
- Battalion Oil Corporation (company) — Registrant
- December 20, 2024 (date) — Date of Report
FAQ
What was the specific material definitive agreement that was terminated?
The filing does not specify the details of the material definitive agreement that was terminated.
Who was the counterparty to the terminated agreement?
The filing does not disclose the identity of the counterparty to the terminated agreement.
What are the financial implications of this termination for Battalion Oil Corporation?
The filing does not provide information on the financial implications of the agreement's termination.
When did the termination of the agreement become effective?
The termination of the agreement was reported as of December 20, 2024.
Does this termination affect any ongoing operations of Battalion Oil Corporation?
The filing does not specify whether the termination affects ongoing operations.
Filing Stats: 1,200 words · 5 min read · ~4 pages · Grade level 16.5 · Accepted 2024-12-20 08:29:59
Key Financial Figures
- $0.0001 B — ich registered Common Stock par value $0.0001 BATL NYSE American Indicate by check
- $10,000,000 — Merger Agreement, Parent had deposited $10,000,000 (the " Initial Deposit Amount ") into t
- $9,999,999.99 — portion of which, in an amount equal to $9,999,999.99 (the " Release Amount "), was previousl
- $15,000,000 — rtion of such fee in an amount equal to $15,000,000 (the " Remaining Closing Failure Fee ")
- $1,000,000 — Failure Fee, up to a maximum amount of $1,000,000 plus $1,000,000 if Parent failed to del
Filing Documents
- tm2431670d1_8k.htm (8-K) — 31KB
- 0001104659-24-130519.txt ( ) — 202KB
- batl-20241220.xsd (EX-101.SCH) — 3KB
- batl-20241220_lab.xml (EX-101.LAB) — 33KB
- batl-20241220_pre.xml (EX-101.PRE) — 22KB
- tm2431670d1_8k_htm.xml (XML) — 4KB
02 Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement. On December 20, 2024, Battalion Oil Corporation, a Delaware corporation (the " Company " or " we "), terminated the Agreement and Plan of Merger (as amended or modified from time to time, the " Merger Agreement ") originally entered into on December 14, 2023 by and among 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, by delivering a notice of termination to Parent and Abraham Mirman (the " Termination Notice "). Pursuant to the Merger Agreement, Parent agreed to (a) deliver to the Company 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 "), and (b) deposit amounts in cash into a segregated escrow account (the " Escrow Account ") established pursuant to that certain Escrow Agreement, dated as of December 14, 2023, by and among Parent, the Company and Wilmington Trust, National Association, as escrow agent, for purposes of securing Parent's obligations pursuant to the Merger Agreement. Prior to the execution and delivery of the Merger Agreement, Parent had deposited $10,000,000 (the " Initial Deposit Amount ") into the Escrow Account, a portion of which, in an amount equal to $9,999,999.99 (the " Release Amount "), was previously released to the Company from the Escrow Account on January 24, 2024. Under the terms of the Merger Agreement, as modified by the waiver granted by the Company to Parent and described in the Company's Current Report on Form 8-K filed on November 26, 2024 (the " Waiver "), the Company has the right to terminate the Mer