UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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:
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).
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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 Executive Officer and Member of the Board of Directors
On April 2, 2023, Richard H. Little, Chief Executive Officer and a member of the Board of Directors of the Company (the “Board”), resigned his positions as an officer and director of Battalion Oil Corporation (the “Company”). Mr. Little has confirmed that his departure was 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. A copy of the resignation letter is attached hereto as Exhibit 99.1.
For purposes of the Employment Agreements between the Company and Mr. Little, his departure will be treated as a termination by the Company without “Cause” and he will be entitled to receive the severance benefits set forth in his Employment Agreement. For an additional discussion of the Employment Agreements and the severance benefits thereunder see “Executive Compensation — Employment Contracts, Termination of Employment and Change-in-Control Arrangements” in the Company’s definitive proxy statement filed with the SEC on May 2, 2022.
Appointment of Chief Executive Officer and Member of the Board of Directors
On April 3, 2023, the Company announced that effective immediately, Matthew B. Steele was appointed Chief Executive Officer of the Company and a Director of the Board. Mr. Steele, age 44, has served as a Board Member of Bowline Energy LLC since August 2021. He was the Founder and has been a Board Member of CarbonPath, Inc. since March 2021 and has also served as a Senior Advisor for Yellow Rock LLC since October 2021. He also has been a Board Member of Bruin Management Operating LLC since March 2021. Mr. Steele was the Founder of Bruin E&P Partners LLC and served as CEO and President from September 2015 through March 2021.
Mr. Steele will receive an annual base salary of $250,000 as well as the opportunity to earn incentive compensation bonuses.
Other than the foregoing, there is no arrangement or understanding pursuant to which Mr. Steele was selected as Chief Executive Officer, and there are no related party transactions involving Mr. Steele that are reportable under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Steele and any other directors or executive officers of the Company.
Item 7.01 Regulation FD Disclosure
On April 3, 2023, the Company issued a press release announcing the appointment of Mr. Steele and departure of Mr. Little. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:
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99.1 |
| Resignation Letter of Richard H. Little dated April 2, 2023. |
99.2 |
| Press release issued by Battalion Oil Corporation dated April 3, 2023. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 | |
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April 3, 2023 | By: | /s/ WALTER R. MAYER |
| Name: | Walter R. Mayer |
| Title: | Senior Vice President and General Counsel |
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April 2, 2023
Dear Leah,
Please accept this letter of resignation from my role of CEO and Director of Battalion Oil effective April 2, 2023. I am also acknowledging that there were no disagreements between me and the Board that prompted this decision.
I want to especially thank you and the rest of the Battalion Oil team for all you do to make Battalion Oil a successful company. I am proud of the work we have done and all that we have been able to achieve together as a team. I wish the company and everyone there all of the best in the future.
Sincerely,
/s/ Richard H. Little
Richard H. Little
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Battalion Announces Appointment of New Chief Executive Officer and Director
HOUSTON, TEXAS – April 3, 2023 – Battalion Oil Corporation (NYSEA: BATL, “Battalion” or the “Company”) today announced the resignation of Richard Little who plans to pursue other opportunities and the appointment of Matt Steele as Chief Executive Officer of the Company effective immediately.
Jonathan Barrett, Battalion’s Chairman of the Board commented, “Matt brings to Battalion extensive E&P experience including capital allocation, operations and internal value creation. I am pleased to welcome Matt to the Company and the Board. His executive and board experience will allow us to thrive in the next phase of Battalion. I would also like to thank Rich for his contributions to the Company. Under his leadership, Battalion has achieved numerous objectives that set the Company up for success as it focuses on its organic value creation opportunities.”
Mr. Steele is a seasoned executive who has founded and managed numerous businesses in the energy industry. He was most recently the CEO of Bruin E&P Partners, a Bakken focused E&P company. During the last decade, he has served as CEO of Ursa Resources and Bruin E&P. He serves on the Boards of Bruin Management LLC, Bowline Energy LLC, Carbon Path LLC, and the Honors College and Advisory Board at the University of Houston. His diverse background in business and across E&P along with his executive leadership experience will be an asset to the Company.
Mr. Little commented, “I’ve enjoyed my time at Battalion Oil and am proud of the progress that we have experienced over the past few years. I have elected to move onto different opportunities at this time. I appreciate the opportunity that I was given and there’s no doubt that the talented team at Battalion will continue to do great things. I wish them only the best.”
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
Chris Lang
Director, Finance & Investor Relations
(832) 538-0551