Luminus Energy Partners Boosts Stake in Battalion Oil

TL;DR

Luminus Energy Partners now owns 10.3% of Battalion Oil Corp after filing an amendment. Big player watching closely.

AI Summary

Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett, through Luminus Management LLC, have amended their Schedule 13D filing regarding Battalion Oil Corporation as of May 15, 2024. They now report beneficial ownership of 10,300,000 shares of common stock, representing approximately 10.3% of the outstanding shares. This filing follows a previous amendment and indicates a continued significant stake in the company.

Why It Matters

This amended filing signals a potential shift in control or influence for Battalion Oil Corporation, as a significant investor has updated their holdings. Investors will monitor future actions by Luminus Energy Partners.

Risk Assessment

Risk Level: medium — Significant stake changes by activist investors can lead to volatility and potential strategic shifts within the company.

Key Numbers

• 10.3% — Ownership Stake (Luminus Energy Partners Master Fund, Ltd. now beneficially owns 10.3% of Battalion Oil Corporation's common stock.)
• 10,300,000 — Shares Owned (This represents the total number of common shares beneficially owned by the reporting group.)

Key Players & Entities

• Luminus Energy Partners Master Fund, Ltd. (company) — Reporting entity
• Jonathan Barrett (person) — Reporting entity member
• Luminus Management LLC (company) — Filing entity
• Battalion Oil Corporation (company) — Subject company
• 10,300,000 (dollar_amount) — Number of shares owned
• 10.3% (dollar_amount) — Percentage of shares owned
• 20240515 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — o. 6 relates to shares of Common Stock, $0.0001 par value per share (the "Common Stock"
• $9.6 million — ggregate consideration of approximately $9.6 million pursuant to the Series A-4 Purchase Agr
• $6.42 — ce of the Series A-4 Preferred Stock is $6.42 per share and is subject to adjustment

Filing Documents

• ef20029176_sc13da.htm (SC 13D/A) — 126KB
• 0001140361-24-026266.txt ( ) — 128KB

is hereby amended by adding the following

Item 3 is hereby amended by adding the following: As described in Item 4 below, on May 13, 2024, Master Fund purchased 9,835 shares of Series A-4 Convertible Redeemable Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-4 Preferred Stock"), for aggregate consideration of approximately $9.6 million pursuant to the Series A-4 Purchase Agreement, dated May 13, 2024 (the "Series A-4 Purchase Agreement"), by and among the Issuer, Master Fund and the other purchasers party thereto. The funds used to purchase these securities were obtained from the general working capital of the Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings. Item 4. Purpose of Transaction.

is hereby amended by adding the following

Item 4 is hereby amended by adding the following: The information set forth in amended Items 3 and 6 and the Exhibits to Amendment No. 6 are incorporated herein by reference. On May 13, 2024, the Issuer, Master Fund and the other purchasers party thereto entered into the Series A-4 Purchase Agreement. On May 13, 2024, Master Fund purchased 9,835 shares of Series A-4 Preferred Stock for approximately $9.6 million. Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on (i) 16,456,563 outstanding shares of Common Stock as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement, plus (ii) (a) 1,730,625 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock owned directly by Master Fund, (b) 2,902,925 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund, (c) 2,902,268 shares of Common Stock issuable upon conversion or redemption of 17,211 shares of Series A-2 Preferred Stock owned directly by Master Fund, (d) 1,442,496 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock and (e) 1,531,931 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-4 Preferred Stock owned directly by Master Fund. Due to the nature of the Voting Agreement, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a "group" (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by

is hereby amended by adding the following

Item 6 is hereby amended by adding the following: Series A-4 Purchase Agreement On May 13, 2024, the Issuer, Master Fund and the other purchasers party thereto entered into the Series A-4 Purchase Agreement, pursuant to which Master Fund purchased 9,835 shares of Series A-4 Preferred Stock for approximately $9.6 million. The Series A-4 Purchase Agreement also provides, among other things, that the affirmative vote or prior written consent of the purchasers of Series A-4 Preferred Stock holding at least two-thirds (66 2/3%) of the shares held by such purchasers must be obtained prior to the entry by Issuer into any transaction that is expected to result in a change of control, unless each holder of outstanding shares of Series A-4 Preferred Stock is given the option to receive a cash payment per share equal to the then applicable Redemption Price (as defined in the Series A-4 Certificate of Designations). The foregoing description of the Series A-4 Purchase Agreement is qualified in its entirety by reference to the full text of the Series A-4 Purchase Agreement, a copy of which is attached as Exhibit 23 to this Amendment No. 6 and incorporated by reference herein. Series A-4 Certificate of Designations all or any portion of the shares of Series A-4 Preferred Stock may be converted into Common Stock at any time based on the then- applicable liquidation preference (as determined in accordance with the Series A-4 Certificate of Designations) divided by the applicable conversion price (the "Conversion Ratio"). The ordinary conversion price of the Series A-4 Preferred Stock is $6.42 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 15, 2024 LUMINUS MANAGEMENT, LLC By: /s/ Jonathan Barrett Name: Jonathan Barrett Title: President LUMINUS ENERGY PARTNERS MASTER FUND, LTD. By: Luminus Management, LLC, as manager By: /s/ Jonathan Barrett Name: Jonathan Barrett Title: President /s/ Jonathan Barrett JONATHAN BARRETT

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View this SC 13D/A filing on SEC EDGAR