Battalion Oil Corp 8-K, filed Aug 19, 2020
Battalion Oil Corp (BATL)
About this 8-K
Battalion Oil Corp filed this 8-K on August 19, 2020, reporting on events of August 17, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2020
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.) |
| 1000 Louisiana St., Suite 6600 Houston, Texas |
77002 | |
| (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)
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 |
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 (see General Instruction A.2):
¨ 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))
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Chief Financial Officer and Appointment of Chief Financial Officer
On August 17, 2020, the board of directors (the “Board”) of Battalion Oil Corporation (the “Company”) appointed R. Kevin Andrews as Executive Vice President, Chief Financial Officer and Treasurer of the Company, replacing Ragan T. Altizer who tendered his resignation as Executive Vice President, Chief Financial Officer and Treasurer effective concurrently with Mr. Andrew’s appointment. Mr. Altizer has plans to retire. Mr. Altizer has confirmed that his departure is not the result of any disagreement with the Company on any matter relating to how the Company has operated, its policies or its practices, including its controls or financial related matters.
Prior to joining the company, Mr. Andrews served as Managing Director and Head of Energy Investment Banking at Imperial Capital from 2017 to 2020, Wunderlich Securities from 2011 to 2017, Pritchard Capital Partners from 2009 to 2011 and Morgan Keegan from 2001 to 2009. Prior to his career in investment banking, Mr. Andrews was CFO of Denali Incorporated and Financial Manager at both Moorco International and Envirotech, a Baker Hughes subsidiary. Mr. Andrews began his career at Coopers & Lybrand in 1987 after receiving an MBA and a Bachelor of Business Administration degree in Accounting from The University of Tulsa.
In connection with Mr. Andrews’s appointment as the Company’s Chief Financial Officer, the Company entered into an employment agreement with Mr. Andrews, which provides, among other things: (i) an annual base salary of $350,000, (ii) eligibility to earn a target annual bonus under the Company’s annual incentive plan equal to 100% of base salary, (iii) eligibility for annual grants of equity awards as determined in the sole discretion of the Compensation Committee of the Board pursuant to the Company’s equity compensation plans; and (v) benefits that are customarily provided to similarly situated executives of the Company. The employment agreement has an initial term expiring on August 18, 2021 and the term will automatically renew annually for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the initial term or any renewal term. Additionally, pursuant to the employment agreement, if the Company terminates the executive’s employment without “Cause” (as defined therein) or the executive terminates his employment with the Company for “Good Reason” (as defined therein) prior to the end of the then-applicable employment term, the executive will be entitled to a severance payment in the amount of $500,000, conditioned upon executing a general release of claims in the Company’s favor, among other things.
There are no related party transactions involving Mr. Andrews that are reportable under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Andrews and any other directors or executive officers of the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press release issued by Battalion Oil Corporation dated August 19, 2020. |
2
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 | ||
| August 19, 2020 | By: | /s/ Richard H. Little |
| Name: | Richard H. Little | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
 |
NEWS RELEASE |
Battalion Announces Appointment of New Chief Financial Officer
HOUSTON, TEXAS – August 19, 2020 – Battalion Oil Corporation (NYSEA: BATL, “Battalion” or the “Company”) today announced the appointment of Kevin Andrews as Executive Vice President, Chief Financial Officer and Treasurer of the Company effective August 17, 2020, replacing Ragan Altizer, who plans to retire from the oil and gas industry.
Rich Little, Battalion’s Chief Executive Officer commented, “Kevin brings to Battalion a substantial track record in M&A, which will serve us well as we continue to evaluate responsible, accretive growth through consolidation. With the momentum we have achieved so far, I am pleased to leverage our strengths as a company in further pursuit of transformational change.”
Mr. Andrews has led a successful career in oil and gas investment banking, most recently serving as Managing Director and Head of Energy Investment Banking at Imperial Capital, and previously at Wunderlich Securities, Pritchard Capital Partners and Morgan Keegan. Prior to his career in investment banking, Mr. Andrews was CFO of Denali Incorporated and Financial Manager at both Moorco International and Envirotech, a Baker Hughes subsidiary. Mr. Andrews began his career at Coopers & Lybrand after earning an MBA and a BBA in Accounting from The University of Tulsa.
Mr. Little further commented, “Ragan has played an instrumental role in the transformational change that has occurred at Battalion and we could not have accomplished this without him. His unwavering leadership and friendship have been greatly appreciated, and while his presence will be missed at Battalion, we wish him well as he enters an exciting phase in his life.”
Forward Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as "expects", "believes", "intends", "anticipates", "plans", "estimates", “projects”, "potential", "possible", or "probable" or statements that certain actions, events or results "may", "will", "should", or "could" be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and other filings submitted by the Company to the U.S. Securities and Exchange Commission (“SEC”), copies of which may be obtained from the SEC's website at www.sec.gov or through the Company's website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company's expectations.
About Battalion
Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.
Contact
John-Davis Rutkauskas
Director, Corporate Finance & IR
(832) 538-0551