BATL Battalion Oil Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 26, 2024

 

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-35467		20-0700684
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Two Memorial City Plaza 820 Gessner Road, Suite 1100 Houston, TX			77043
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (832) 538-0300

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock par value $0.0001		BATL		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01 Other Events

 

As disclosed in the Current Report on Form 8-K of Battalion Oil Corporation, a Delaware corporation (the “Company” or “we”), filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2024, Fury Resources, Inc., a Delaware corporation (“Parent”), continues to arrange financing (the “Alternative Financing”) from alternative sources on terms not materially less beneficial, in the aggregate, to Parent in an amount sufficient to consummate the transactions contemplated by the Agreement and Plan of Merger, dated as of December 14, 2023 (as amended from time to time, the “Merger Agreement”), by and among the Company, Parent, and San Jacinto Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”).

 

As of the date of this Current Report on Form 8-K, Parent has not arranged for definitive Alternative Financing sufficient to consummate the transactions contemplated by the Merger Agreement (the “Transactions”). In order to facilitate Parent’s efforts to obtain such Alternative Financing, the Company has waived its right under the Merger Agreement to terminate the Merger Agreement if the Transactions are not consummated by 11:59 p.m. Central Time on November 29, 2024 (the “Company End Date Termination Right”) and may not exercise the Company End Date Termination Right until 11:59 p.m. Central Time on December 19, 2024. In respect of the foregoing, Parent has agreed to permit the Company to negotiate a potential refinancing of the Company’s existing credit facility under that certain Amended and Restated Senior Secured Credit Agreement, dated as of November 24, 2021, by and among Halcón Holdings, LLC, Macquarie Bank Limited, as administrative agent, the lenders from time to time party thereto, the guarantors party thereto and the Company, as amended or supplemented from time to time, as amended from time to time, with Fortress Credit Corp. and Meritz Securities Co. Ltd., which are currently Parent’s debt financing sources in respect of the Transactions.

 

In connection with facilitating Parent’s efforts to arrange the Alternative Financing, the Company intends to convene and then adjourn, without conducting any business other than the adjournment, its special meeting of stockholders (the “Special Meeting”) scheduled to occur on Friday, November 29, 2024, at 11:00 a.m., Central Time until Friday, December 27, 2024 at 11:00 a.m., Central Time, to provide Parent the opportunity to arrange Alternative Financing and then provide stockholders with disclosure regarding the Alternative Financing, if secured by Parent, and, by an amendment or supplement to the proxy statement for the Special Meeting and related Schedule 13E-3, to give stockholders the opportunity to review and consider such amendment or supplement to its definitive proxy statement for the Special Meeting and such amendment to the related Schedule 13E-3. The Special Meeting will still be held virtually via live audio webcast at www.virtualshareholdermeeting.com/BATL2024SM, and via dial in number +1 (800) 590-8290. The Special Meeting is being held to vote on the proposals described in the Company’s definitive proxy statement, filed with the SEC on October 21, 2024 (as amended or supplemented), relating to the proposed transaction contemplated by the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as a direct wholly owned subsidiary of Parent.

 

The Company’s board of directors (the “Board”) and the special committee of the Board are evaluating the Company’s options in light of Parent’s efforts in seeking to arrange the Alternative Financing and the potential refinancing of the Company's existing credit facility and are considering a range of options. At this time, the Company has not determined to terminate the Merger Agreement but has reserved all of its rights and remedies under the Merger Agreement and applicable law.

 

For a summary of the material terms of the Merger Agreement and each of its amendments, please see the Company’s Current Reports on Forms 8-K filed with the Securities and Exchange Commission on December 18, 2023, January 24, 2024, February 6, 2024, February 16, 2024, April 16, 2024, June 11, 2024, September 11, 2024 and September 19, 2024.

 

 

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 or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances, which would require the Company to pay a termination fee; (vi) the effect of the announcement or pendency of the proposed transaction on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally; (vii) risks related to the proposed transaction diverting management’s attention from the Company’s ongoing business operations; (viii) the amount of costs, fees and expenses related to the proposed transaction; (ix) the risk that the Company’s stock price may decline significantly if the consummation of the transactions contemplated by the Merger Agreement are not consummated; (x) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; and (xi) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events except as required by law.

 

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 has filed with the SEC, a proxy statement on Schedule 14A and a transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). This communication is not a substitute for the proxy statement, the Schedule 13e-3 or any other document that the Company has or may file with the SEC or send to its stockholders in connection with the proposed transaction. The relevant materials 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 as 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.

 

Participants in Solicitation

 

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 connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s executive officers and directors in the solicitation by reading the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, and the proxy statement, the Schedule 13e-3 and other relevant materials that will be, or have been, filed with the SEC in connection with the proposed transaction as they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the proposed transaction and the Schedule 13e-3, as they become available.

 

 

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
November 26, 2024	By:	/s/ Matthew B. Steele
	Name:	Matthew B. Steele
	Title:	Chief Executive Officer

 

 

v3.24.3

Cover	Nov. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 26, 2024
Entity File Number	001-35467
Entity Registrant Name	Battalion Oil Corp
Entity Central Index Key	0001282648
Entity Tax Identification Number	20-0700684
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Two Memorial City Plaza
Entity Address, Address Line Two	820 Gessner Road, Suite 1100
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77043
City Area Code	832
Local Phone Number	538-0300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock par value $0.0001
Trading Symbol	BATL
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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