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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): February 16, 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.) |
|
|
|
820 Gessner Road
Suite 1100
Houston, Texas |
|
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) |
| x | 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 |
Third Amendment to Merger Agreement
On February 16, 2024,
Battalion Oil Corporation, a Delaware corporation (the “Company” or “we”), Fury Resources, Inc.,
a Delaware corporation (“Parent”), and San Jacinto Merger Sub, Inc., a Delaware corporation and a direct,
wholly owned subsidiary of Parent (“Merger Sub”), entered into a Third Amendment (the “Third Amendment”)
to the Agreement and Plan of Merger, dated as of December 14, 2023 (the “Merger Agreement”), by and among
the Company, Parent and Merger Sub, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 24,
2024 (the “First Amendment”), and the Second Amendment to the Agreement and Plan of Merger, dated as of February 6,
2024 (the “Second Amendment”).
Pursuant to the Merger Agreement,
Parent agreed to deposit amounts in cash into a segregated escrow account (the “Escrow Account”) established
pursuant to that certain Escrow Agreement, dated as of December 14, 2023, by and among Parent, the Company and Wilmington Trust,
National Association, as escrow agent, for purposes of securing Parent’s obligations pursuant to the Merger Agreement. Prior to
the execution and delivery of the Merger Agreement, Parent had deposited $10,000,000 (the “Initial Deposit Amount”)
into the Escrow Account and, pursuant to the terms of the Merger Agreement as amended by the First Amendment and the Second Amendment,
agreed to deposit an additional $15,000,000 into the Escrow Account (the “Subsequent Deposit Amount”) on
or before 5:00 p.m. Central Time on February 15, 2024 (such date and time, the “Funding Deadline”
and the funding of the Subsequent Deposit Amount into the Escrow Account, the “Full Escrow Funding”). On
January 24, 2024, pursuant to the terms of the Merger Agreement as amended by the First Amendment, Parent caused an amount equal
to $9,999,999.99 of the Initial Deposit Amount to be released to the Company. In addition, under the terms of the Second Amendment, Parent
agreed to deliver, by the Funding Deadline, binding financing agreements evidencing financing in an amount equal to $100,000,000, in the
aggregate (the “Qualifying Additional Financing Documents”). Pursuant to the terms of the Merger Agreement as
amended by the First Amendment and the Second Amendment, the Company had the right to terminate the Merger Agreement if (a) Parent
failed to complete the Full Escrow Funding by the Funding Deadline, or (b) Parent failed to deliver Qualifying Additional Financing
Documents by the Funding Deadline. For a summary of the material terms of the Merger Agreement and the First Amendment and Second Amendment,
including the escrow arrangements, 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 and February 6, 2024.
On February 15, 2024,
Parent informed the Company that it would not complete the Full Escrow Funding by the Funding Deadline and not deliver Qualifying Additional
Financing Documents by the Funding Deadline. To facilitate Parent’s efforts to obtain equity financing to consummate the transactions
contemplated by the Merger Agreement, on February 16, 2024, the Company, Parent and Merger Sub entered into the Third Amendment.
The Third Amendment amends
the Merger Agreement to reflect, among other things, the following changes:
| • | Parent is no longer obligated to deposit the Subsequent Deposit Amount into the Escrow Account. Instead,
Parent has the option of depositing the Subsequent Deposit Amount into the Escrow Account at its discretion. |
| • | The amount of the Company Termination Fee (as defined in the Merger Agreement) has been reduced from $3,500,000
to $0. However, if Parent completes the Full Escrow Funding, the Company Termination Fee will increase to $3,500,000. |
| • | All of the interim operating covenants of the Company set forth in Section 6.2 of the Merger Agreement
have been deleted in their entirety. |
| • | The Company no longer has the right to terminate the Merger Agreement if (a) Parent fails to complete
the Full Escrow Funding by the Funding Deadline, or (b) Parent fails to deliver Qualifying Additional Financing Documents by the
Funding Deadline. |
| • | The Company has the right to terminate the Merger Agreement at any time prior to Parent providing sufficient
evidence to the Company demonstrating that Parent has obtained, in escrow and including the Initial Deposit Amount and any Subsequent
Deposit Amount (if deposited), aggregate financing equal to at least $200,000,000 (such evidence, the “Evidence of Funding”).
However, if the Company exercises such termination right and the Closing Failure Fee (as defined in the Merger Agreement) in respect thereof
becomes payable under the terms of the Merger Agreement, the Company has agreed not to enforce any guarantee in respect of the payment
of the Closing Failure Fee, which includes the guarantee provided by Abraham Mirman in favor of the Company (the “Limited
Guarantee”) summarized in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 6, 2024. |
| • | The Company has the right to terminate the Merger Agreement if Parent fails to deliver the Evidence of
Funding to the Company on or before 5:00 p.m. Central Time on April 10, 2024. The Closing Failure Fee shall become payable upon
the exercise of such termination right and the obligation to make such payment would be a guaranteed obligation under the Limited Guarantee,
but subject to the limitations set forth in the Limited Guarantee. |
| • | For the avoidance of doubt, Parent has agreed that it will not, without the Company’s prior written
consent, amend any provision to which the Company is a third party beneficiary in any of Parent’s equity financing agreements. |
Except as modified by the
Third Amendment, the terms of the Merger Agreement, the First Amendment and the Second Amendment, in the forms filed as Exhibit 2.1
to the Current Reports on Form 8-K filed by the Company on December 18, 2023, January 24, 2024 and February 6, 2024,
respectively, with the U.S. Securities and Exchange Commission (the “SEC”), are unchanged.
The foregoing descriptions
of the Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Amendment,
which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
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,
the Schedule 13e-3 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, 2022, 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 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, 2022, 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. The following
exhibits are furnished as part of this Current Report on Form 8-K:
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 |
|
|
|
|
|
February 16, 2024 |
By: |
/s/ Matthew B. Steele |
|
Name: |
Matthew B. Steele |
|
Title: |
Chief Executive Officer |
Exhibit 2.1
Execution
Version
THIRD AMENDMENT TO THE AGREEMENT AND PLAN OF
MERGER
THIS
THIRD AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER is made as of February 16, 2024 (this “Amendment”) by and
among Battalion Oil Corporation, a Delaware corporation (the “Company”), Fury Resources, Inc., a Delaware
corporation (“Parent”), and San Jacinto Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
WHEREAS, the Company, Parent
and Merger Sub are parties to that certain Agreement and Plan of Merger, dated as of December 14, 2023 (the “Agreement”),
which was amended pursuant to that certain First Amendment to the Agreement and Plan of Merger, dated as of January 23, 2024, and
that certain Second Amendment to the Agreement and Plan of Merger, dated as of February 6, 2024; and
WHEREAS, the Company, Parent
and Merger Sub desire to amend certain terms of the Agreement to the extent provided herein.
NOW,
THEREFORE, in consideration of foregoing and the mutual covenants and agreements contained herein, the parties, intending to be
legally bound, agree as follows:
1. Amendments.
a. Amendments
to Section 1.1.
1. Definition
of “Closing Failure Fee”. The definition of “Closing Failure Fee” in Section 1.1 of the Agreement is
hereby deleted and replaced in its entirety with the following language:
“Closing Failure Fee” means
an amount equal to the Initial Deposit Escrow Amount plus $15,000,000.
2. Definition
of “Company Termination Fee”. The definition of Company Termination Fee in Section 1.1 of the Agreement is hereby
deleted and replaced in its entirety with the following language:
“Company
Termination Fee” means an amount equal to $0; provided, that if Parent consummates
the Full Escrow Funding, then the Company Termination Fee shall increase to $3,500,000 from and after the time that such Full Escrow
Funding is consummated.
3. Definition
of “Qualifying Additional Financing Documents”. The definition of Qualifying Additional Financing Documents in Section 1.1
of the Agreement is hereby deleted in its entirety.
4. Definition
of “Specified Acquisition”. The definition of Specified Acquisition in Section 1.1 of the Agreement is hereby deleted
in its entirety.
5. Definition
of “Subsequent Escrow Deposit Amount”. The definition of Subsequent Escrow Deposit Amount in Section 1.1 of the
Agreement is hereby deleted in its entirety.
b. Amendment
to Section 6.2. Section 6.2 of the Agreement is hereby deleted and is replaced in its entirety with the following language:
[Intentionally Omitted]
c. Amendment
to Section 8.1(d)(iv). Section 8.1(d)(iv) of the Agreement is hereby deleted and replaced in its entirety with the
following language:
[Intentionally
Omitted]
d. Amendment
to Section 8.1(d)(v). Section 8.1(d)(v) of the Agreement is hereby deleted and replaced in its entirety with the following
language:
if Parent fails to deliver the Evidence of Funding
to the Company on or before 5 p.m., Central Time, on April 10, 2024; or
e. Amendment
to Section 8.1(d)(vi). Section 8.1(d)(vi) of the Agreement is hereby deleted and replaced in its entirety with the
following language:
[Intentionally Omitted]
f. New
Section 8.1(d)(vii). Section 8.1 of the Agreement is hereby amended to include the following language as a new subsection
(d)(vii):
at any time prior to the delivery of Evidence
of Funding by Parent.
g. Amendment
to Section 8.3(b)(iv). Section 8.3(b)(iv) of the Agreement is hereby deleted and replaced in its entirety with the
following language:
this Agreement is terminated (A) for any reason pursuant
to Section 8.1 other than (1) those contemplated by clause (B) below or (2) under circumstances in which the
Company Termination Fee is payable to Parent pursuant to Section 8.3(b)(i) or Section 8.3(b)(ii), then the
Company shall retain the Initial Escrow Deposit Amount, or (B) (1) by the Company pursuant to Section 8.1(d)(i),
Section 8.1(d)(iii), Section 8.1(d)(v) or Section 8.1(d)(vii) or (2) by either Parent
or the Company pursuant to Section 8.1(b) under circumstances where the Company would have been entitled to terminate
this Agreement pursuant to Section 8.1(d)(i), Section 8.1(d)(iii), Section 8.1(d)(v) or Section 8.1(d)(vii),
then the Company shall retain the Initial Escrow Deposit Amount as contemplated by the immediately preceding clause (A) (it being
understood that such retention shall be deemed to be a partial payment by Parent to the Company of the Closing Failure Fee in an amount
equal to the Initial Escrow Deposit Amount) and Parent shall pay to the Company the remainder of the Closing Failure Fee in accordance
with Section 8.4(b)(iii); provided, that (x) if at the time of such termination, there are not sufficient Escrow
Funds to pay the remainder of the Closing Failure Fee, then Parent shall pay the amount of such shortfall to the Company by wire transfer
of immediately available funds within two (2) Business Days following such termination, and (y) if the Closing Failure Fee
becomes payable pursuant to the foregoing as a result of a termination pursuant to Section 8.1(d)(vii), the Company acknowledges
and agrees that it shall not collect all or any portion of the Closing Failure Fee from any Person guaranteeing Parent’s or Merger
Sub’s obligations under this Agreement.
h. Deletion
of Section 8.3(m). Section 8.3(m) of the Agreement is hereby deleted and replaced in its entirety with the following
language:
[Intentionally Omitted]
i. Amendment
to Section 8.4(a). Section 8.4(a) of the Agreement is hereby deleted and replaced in its entirety with the following
language:
Concurrently with the execution
and delivery of this Agreement, Parent and the Company have entered into an escrow agreement, in the form attached hereto as Exhibit F (the
“Escrow Agreement”), with Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”),
pursuant to which, among other things, Parent (i) concurrently with the execution and delivery of this Agreement, shall deposit
an amount in cash equal to $10,000,000 (the “Initial Escrow Deposit Amount”) into a segregated escrow account established
by the Escrow Agent (the “Escrow Account”) and (ii) subsequent to the execution and delivery of this Agreement, may
deposit an amount in cash equal to $15,000,000 into the Escrow Account (the deposit of such $15,000,000 amount into the Escrow Account,
if undertaken, the “Full Escrow Funding”), in each case, for the purpose of funding Parent’s obligations under
this Agreement, including Section 8.3(b)(iv).
2. Additional
Financing Documents. For the avoidance of doubt, Parent acknowledges and agrees that it shall not amend any provisions of any Additional
Financing Agreements to which the Company is a third party beneficiary without the express prior written consent of the Company.
3. Other
Terms.
a. Interpretation;
Effectiveness. The Agreement shall not be amended or otherwise modified by this Amendment except as set forth in Sections 1 and 2
of this Amendment. The provisions of the Agreement that have not been amended hereby shall be unchanged and shall remain in full force
and effect. The provisions of the Agreement amended hereby shall remain in full force and effect as amended hereby. The amendments set
forth in herein shall be effective immediately on the date hereof.
b. Reference
to the Agreement. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,”
“herein,” “herewith,” “hereunder” and words of similar import shall, unless otherwise expressly stated,
be construed to refer to the Agreement as amended by this Amendment. No reference to this Amendment need be made in any instrument or
document at any time referring to the Agreement and a reference to the Agreement in any such instrument or document shall, unless otherwise
expressly stated, be deemed to be a reference to the Agreement as amended by this Amendment.
c. Miscellaneous.
The provisions of Sections 9.4 (Counterparts), 9.5 (Interpretation), 9.7 (Governing Law and Venue; Submission to Jurisdiction; Selection
of Forum; Waiver of Trial by Jury), 9.9 (Entire Understanding), 9.12 (Severability) and 9.13 (Construction) of the Agreement are incorporated
herein by reference and form part of this Amendment as if set forth herein, mutatis mutandis.
[Signature
pages follow]
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed and delivered as of the date first above written.
| BATTALION OIL CORPORATION |
| By: | /s/Matthew
Steele |
| | Name: |
Matthew Steele |
| | Title: |
Chief Executive Officer |
[Signature page to
Third Amendment to Agreement and Plan of Merger]
|
By: |
/s/Ariella Fuchs |
|
|
Name: |
Ariella Fuchs |
|
|
Title: |
President and General Counsel |
|
SAN JACINTO MERGER SUB, INC. |
|
By: |
/s/Ariella Fuchs |
|
|
Name: |
Ariella Fuchs |
|
|
Title: |
President and General Counsel |
[Signature page to Third Amendment to Agreement
and Plan of Merger]
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Battalion Oil (AMEX:BATL)
過去 株価チャート
から 4 2024 まで 5 2024
Battalion Oil (AMEX:BATL)
過去 株価チャート
から 5 2023 まで 5 2024