Battalion Oil Corp DEFA14A, filed Aug 28, 2024
Battalion Oil Corp (BATL)
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): August 23, 2024
Battalion Oil Corporation
(Exact name of registrant as specified in its charter)
Delaware |
| 001-35467 |
| 20-0700684 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer |
820 Gessner Road |
| 77024 |
(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 1.01 | Entry into a Material Definitive Agreement |
Fourth Amendment to Credit Agreement
On August 23, 2024, Battalion Oil Corporation, a Delaware corporation (the “Company”), and its wholly owned subsidiary, Halcón Holdings, LLC (the “Borrower”) entered into a Fourth Amendment (the “Fourth Amendment”) to its Amended and Restated Senior Secured Credit Agreement dated as of November 24, 2021 (as the same has been amended, restated, amended and restated, supplemented and modified from time to time prior to the date hereof, the “Credit Agreement”), by and among, inter alios, the Company, the Borrower, Macquarie Bank Limited, as administrative agent and certain other financial institutions party thereto, as lenders.
The Fourth Amendment amended the Credit Agreement to allow for a Current Ratio (as defined in the Credit Agreement), of “0.90 to 1.00” for the fiscal quarter ending September 30, 2024.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 intends to file the relevant materials with the SEC, including a proxy statement on Schedule 14A and a transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder of the Company entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement, the Schedule 13e-3 or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. The materials to be 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 when 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.
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 on Form 10-K/A, for the fiscal year ended December 31, 2023, and the proxy statement, the Schedule 13e-3 and other relevant materials that will be filed with the SEC in connection with the proposed transaction when 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 when they become available.
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
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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 Merger is 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, as amended, 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.
Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
Exhibit No. |
| Description |
|---|---|---|
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10.1 | | |
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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August 28, 2024 | By: | /s/ Matthew B. Steele |
| Name: | Matthew B. Steele |
| Title: | Chief Executive Officer |
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Exhibit 10.1
Execution Version
FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Fourth Amendment”) is entered into as of August 23, 2024, by and among Halcón Holdings, LLC, a Delaware limited liability company (the “Borrower”), Macquarie Bank Limited, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders party from time to time to the Credit Agreement referred to below (the “Lenders”), the Lenders party hereto, the Guarantors party hereto and Battalion Oil Corporation, a Delaware corporation (“Holdings”).
RECITALS
WHEREAS, the Borrower, the Administrative Agent and the Lenders are party to that certain Amended and Restated Senior Secured Credit Agreement dated as of November 24, 2021 (as amended by that certain First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of August 2, 2022, that certain Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of November 14, 2022, that certain Corrective Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 6, 2023, and that certain Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 28, 2024, the “Credit Agreement”);
WHEREAS, pursuant to the Credit Agreement, the Lenders have made Loans to the Borrower and provided certain other credit accommodations to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement, and the Lenders party hereto, which constitute the Majority Lenders, have agreed to amend the Credit Agreement upon the terms and conditions set forth herein and to be effective as of the Fourth Amendment Effective Date (as defined below).
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Loan Parties, the Administrative Agent and the Lenders party hereto hereby agree as follows:
(b)Current Ratio. The Borrower will not permit the Current Ratio, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending December 31, 2021), to be less than the applicable level set forth in the following table for the applicable fiscal quarter:
Fiscal Quarter | Current Ratio |
Fiscal quarters ending December 31, 2021 through and including June 30, 2022 | 1.00 to 1.00 |
Fiscal quarter ending September 30, 2022 | 0.90 to 1.00 |
Fiscal quarter ending December 31, 2022 | 0.70 to 1.00 |
Fiscal quarter ending March 31, 2023 | 0.75 to 1.00 |
Fiscal quarters ending June 30, 2023 through and including June 30, 2024 | 1.00 to 1.00 |
Fiscal quarter ending September 30, 2024 | 0.90 to 1.00 |
Each fiscal quarter thereafter | 1.00 to 1.00 |
The Administrative Agent shall notify the Borrower and the Lenders of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding.
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[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed by their respective authorized officers on the date and year first above written.
BORROWER: | HALCÓN HOLDINGS, LLC | ||
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By: | /s/ Matthew B. Steele | ||
Name: | Matthew B. Steele | ||
Title: | Chief Executive Officer and President | ||
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HOLDINGS | |||
(solely with respect to Article IX-A of | |||
| BATTALION OIL CORPORATION | ||
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| By: | /s/ Matthew B. Steele | |
| Name: | Matthew B. Steele | |
| Title: | Chief Executive Officer | |
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GUARANTORS: | BATTALION OIL MANAGEMENT, INC. HALCÓN ENERGY PROPERTIES, INC. HALCÓN OPERATING CO., INC. HALCÓN FIELD SERVICES, LLC HALCÓN PERMIAN, LLC | ||
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By: | /s/ Matthew B. Steele | ||
Name: | Matthew B. Steele | ||
Title: | Chief Executive Officer and President | ||
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ADMINISTRATIVE AGENT: | MACQUARIE BANK LIMITED, | ||
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| By: | /s/ Robert Trevena | |
| | Name: | Robert Trevena |
| | Title: | Division Director |
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| By: | /s/ Nathan Booker | |
| | Name: | Nathan Booker |
| | Title: | Division Director |
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| (Signed in Sydney under MBL POA No. 3322, expiring 31 January 2025) | ||
[Signature Page to Fourth Amendment]
LENDERS: | |||
| ARES CAPITAL CORPORATION, | ||
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| By: | /s/ Michael Dieber | |
| | Name: | Michael Dieber |
| | Title: | Authorized Signatory |
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| IVY XIX FINANCING, LLC, | ||
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| By: | /s/ Steven Alexander | |
| | Name: | Steven Alexander |
| | Title: | Authorized Signatory |
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| CION ARES DIVESTIFIED CREDIT FUND, | ||
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| By: | /s/ Michael Dieber | |
| | Name: | Michael Dieber |
| | Title: | Authorized Signatory |
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| FORTRESS CREDIT OPPORTUNITIES IX CLO LIMITED, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Deputy Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES VI CLO LIMITED, | ||
| By: FCOO CLO Management LLC, its collateral manager | ||
| | ||
| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Deputy Chief Financial Officer |
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[Signature Page to Fourth Amendment]
| FORTRESS CREDIT OPPORTUNITIES XI CLO LIMITED, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
| | | |
| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Deputy Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XIX CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
| | | |
| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Deputy Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XV CLO LIMITED, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Deputy Chief Financial Officer |
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| FLF II HOLDINGS FINANCE L.P., | ||
| By: Fortress Lending Advisors II LLC, its investment manager | ||
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| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Authorized Signatory |
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| FLF II MA-CRPTF HOLDINGS FINANCE L.P., | ||
| By: FLF II MA-CRPTF Advisors LLC, its collateral manager | ||
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| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Authorized Signatory |
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[Signature Page to Fourth Amendment]
| FLF II GMS HOLDINGS FINANCE L.P., | ||
| By: FLF II GMS Holdings Finance CM LLC, as servicer | ||
| By: Fortress Lending II Holdings LP, its sole member | ||
| By: Fortress Lending Advisors II LLC, its investment manager | ||
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| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Authorized Signatory |
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| FORTRESS CREDIT OPPORTUNITIES XXI CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Deputy Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XXIII CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
| | | |
| By: | /s/ Vincent Randazzo | |
| | Name: | Vincent Randazzo |
| | Title: | Authorized Signatory |
[Signature Page to Fourth Amendment]