M&A - BATTALION OIL CORP

Form Type: SC 13E3/A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000110465925004567

Filing Summary: This document is an Amendment No. 6 to the Transaction Statement on Schedule 13E-3 filed by Battalion Oil Corporation and associated parties. The amendment pertains to the Agreement and Plan of Merger dated December 14, 2023, involving Battalion Oil Corporation, Fury Resources, Inc., and San Jacinto Merger Sub, Inc., which is a subsidiary of Fury Resources. The statement provides an update regarding the termination of the Merger Agreement on December 20, 2024, following the exercise of a termination right by Battalion Oil Corporation after the closing transactions were not completed by the stipulated date. The document details the responsibilities of the Parent concerning financing and the obligations toward a segregated escrow account intended for securing the transaction costs. Additionally, the amendment includes references to various current reports filed between November and December 2024, which are relevant to the ongoing proceedings and the actions taken by the involved parties leading to the merger's termination.

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Form Type: CORRESP

Filing Date: 2024-10-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465924108108

Filing Summary: Battalion Oil Corporation filed a letter to the SEC responding to comments on their Schedule 13E-3/A and Preliminary Proxy Statement Amendment No. 3. The company acknowledges various comments regarding clarifications on terms and financing details related to their merger transaction. Key aspects include clarifying the references to LSP Generation, transaction financing arrangements with Meritz Securities Co. Ltd and AI Partners Asset Management Co. related to debt and equity financing. The CEO, Matthew Steele, expresses gratitude for the SEC's attention and offers further discussion regarding any additional comments or queries.

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Form Type: CORRESP

Filing Date: 2024-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000110465924044782

Filing Summary: Battalion Oil Corporation filed a response letter regarding comments from the SEC on its previously filed Schedule 13E-3/A and Preliminary Proxy Statement. The responses address issues such as the accuracy of redacted portions, clarification of entities referenced, and the correction of discrepancies regarding the Stockholders’ Agreement. The company acknowledges adjustments to the disclosure based on the SEC's feedback, particularly concerning the merger transaction, including estimates of costs and financial disclosures which were revised for accuracy and compliance with regulatory requirements. Additionally, it clarifies the timeline of Houlihan Lokey's involvement and the basis for the fairness determination of the merger, as well as recent disclosures regarding security ownership of filing persons.

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Form Type: CORRESP

Filing Date: 2024-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000110465924013853

Filing Summary: Battalion Oil Corporation has submitted a response to comments from the SEC regarding its Schedule 13E-3 and Preliminary Proxy Statement filed on January 12, 2024, related to a merger transaction. The response outlines various comments received from the SEC staff and clarifies the company's positions, including issues of financial sufficiency and procedural fairness related to the merger. The company has amended the filings to include amendments reflecting their responses. Key issues addressed include points about financial disclosures necessary for stockholder decisions, particularly concerning Parent’s financing availability, redactions in exhibits, and clarifications on fairness opinions. The company recognized that Parent and Merger Sub are newly formed entities with minimal assets that rely on external debt and equity financing to fulfill merger obligations. Furthermore, the document details changes in discussions about fairness determinations, the role of financial advisors in the merger, and assurances around the escrow account for termination fees. Amendments were made to ensure the communication aligns with SEC rules, and clarifying disclosures were added about the Board and special committee evaluations.

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