Battalion Oil to be acquired by Fury Resources for $9.80 per share in cash

BATTALION OIL CORP

Merger consideration of $9.80/share in cash for common stock; preferred stock receives separate per-series amounts.
Transaction requires stockholder approval; holders of ~61.6% voting power (Rollover Sellers) agreed to vote in favor.
Parent must provide $200M+ cash funding evidence by Feb 28, 2024; escrow of $20M for closing failure fee.
Termination fees: Company pays up to $8M; Parent pays $10M-$20M depending on timing of breach.
Related transactions: Series A-2 Preferred Stock issuance, amendments to Series A-1 Preferred Stock terms.

item 1.01 item 5.03 item 3.02 item 3.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.85

BATTALION OIL CORP: Battalion Oil Corp filed a certificate of amendment to the Series A-1 Preferred Stock Certificate of Designations, modifying conversion and redemption periods and change of control provisions for the Series A-1 Preferred Stock (effective 2023-12-15).

Change: charter amendment
Effective: 2023-12-15

Exact text from the filing

On December 15, 2023, the Company filed a certificate of amendment to the Certificate of Designations of Series A- 1 Redeemable Convertible Preferred Stock (the “ Series A-1 CoD ”) with the Delaware Secretary of State (such amendment, the “ Series A-1 CoD Amendment ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BATTALION OIL CORP entered into Agreement and Plan of Merger with Fury Resources, Inc. valued at $9.80 per share cash merger consideration (effective 2023-12-14).

Action: entry
Agreement: merger
Counterparty: Fury Resources, Inc.
Value: $9.80 per share cash merger consideration
Effective: 2023-12-14

Exact text from the filing

On December 14, 2023, Battalion Oil Corporation (the “ Company ” or “ we ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Fury Resources, Inc., a Delaware corporation (“ Parent ”), and San Jacinto Merger Sub, Inc. (“ Merger Sub ”), a Delaware corporation and a direct, wholly owned subsidiary of Parent.

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BATTALION OIL CORP filing history →

Source: SEC EDGAR

accession 0001558370-23-019851

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