Each one in plain English, with the numbers worked through for a shareholder.
17 Apr 2024business combination▼ BadMajor
Battalion and Fury signed a fourth amendment that loosened the financing requirements and extended the funding deadline, while raising the Closing Failure Fee from the initial deposit plus $15 million to plus $20 million if Fury delivers qualifying financing documents. Fury had to deliver them by April 26, 2024 or Battalion could terminate.
Fury told Battalion on April 10, 2024 that it could not deliver Evidence of Funding of at least $200 million by that day's deadline, giving Battalion the right to terminate the merger agreement. Battalion had not terminated and was weighing its options, including changed terms.
Battalion, Fury, Luminus, Oaktree and others filed Amendment No. 2 to the Schedule 13E-3 alongside a revised preliminary proxy statement for the Fury merger. The merger would pay $9.80 per share in cash and take Battalion private.
The same three insider shareholders bought a further $19.5 million of new Series A-3 Preferred Stock on the same terms, again to cover working capital and debt service - a third insider-funded round (a Series A-2 round, not covered here, fell between the two).
A third amendment made Fury's $15 million additional escrow deposit optional and cut Battalion's termination fee from $3.5 million to $0, rising back to $3.5 million only if Fury completed the full escrow funding. Battalion also lost its right to terminate over the missed funding deadlines.
An amended Schedule 13E-3 added Ruckus Energy Holdings, Fury Resources and Richard H. Little as filing persons alongside Battalion, Luminus and Oaktree. The $9.80 per share cash merger terms were unchanged.
A second amendment extended Fury's escrow funding deadline from February 5 to February 15, 2024, and cut Battalion's termination fee from $8 million to $3.5 million. It also let Battalion solicit rival proposals until Fury showed evidence of funding, and added a $1 million limited guarantee from Fury's chairman.
Battalion and Fury Resources amended their merger agreement to push the outside closing date from April to June 2024 and restructure the escrow deposits securing Fury's obligations - an early sign the deal was slipping behind schedule.
Battalion, Luminus, Oaktree and related entities jointly filed a Schedule 13E-3 going-private statement for the Fury Resources merger, under which shares would be converted into $9.80 per share in cash.
Battalion filed its preliminary proxy statement for the Dec 14, 2023 take-private merger with Fury Resources, at $9.80 per share in cash (an 85.6% premium to the $5.28 closing price on Dec 14, 2023). Luminus and Oaktree, which own about 61.6% of the common stock, agreed to vote shares representing about 38% in favor and to roll their preferred stock into Fury. A stockholder vote is required, and the deal was still pending.
NYSE American flagged Battalion for a governance lapse - it hadn't held its 2022 fiscal-year annual shareholder meeting by the required deadline - and the company rescheduled the meeting for February 7, 2024 to cure it.
Battalion agreed to be taken private by Fury Resources for $9.80 per common share in cash; existing preferred holders Luminus Energy Partners and Oaktree (OCM HLCN Holdings) agreed to roll their stakes into the buyer rather than cash out. The deal carries an $8 million break fee if Battalion walks away and a $10-20 million reverse fee if Fury's financing falls through.
Battalion sold 38,000 shares of new Series A-1 Redeemable Convertible Preferred Stock for about $37.05 million to funds managed by Luminus, Oaktree and LSP, its three largest shareholders, whose representatives make up half its board. It planned to use the proceeds for general corporate and working capital purposes, including scheduled debt payments.
29 Dec 2022material agreement termination● Neutral
Battalion's board chose not to automatically renew CFO Kevin Andrews' employment contract when it came up for renewal, though he remained in the role - a contract technicality rather than a leadership change.
Battalion formed a joint venture, Brazos Amine Treater LLC, with Caracara Services to build a sour-gas treating and carbon-sequestration facility in Winkler County, Texas using an existing well; Caracara funds construction while Battalion expects to cut its own gas-treating costs 20-30% once it's operational.
Battalion refinanced entirely, replacing its Bank of Montreal revolver (in place since its 2019 bankruptcy exit and repeatedly amended for covenant relief) with a new $200 million term loan from Macquarie Bank, plus up to $35 million more available for growth drilling.
Battalion signed a fifth amendment to its Bank of Montreal-led revolving credit agreement that reset the limits on swap agreements. Hedges were capped at 85%, 70% and 60% of PDP production for 2023, 2024 and 2025, and some older swap language was removed.
Battalion Oil disclosed it had breached its credit facility's current-ratio covenant as of September 30, 2020 and obtained a waiver; lenders reset the borrowing base to $190 million, suspended current-ratio testing until late 2021, and raised the required collateral coverage - real covenant distress during the pandemic downturn, not just a routine redetermination.
Now renamed Battalion Oil Corporation and trading as BATL on NYSE American, the company (formerly Halcón) cut its revolving credit facility's borrowing base to $200 million, with scheduled step-downs to $185 million by November 2020, and paid a higher interest margin - covenant tightening driven by the COVID-19 oil price collapse.
Halcón signed a first amendment to its Bank of Montreal-led revolving credit facility on November 21, 2019. It cut the borrowing base to $240 million until the first redetermination and modified the leverage ratio limits, with a 3.50x net debt/EBITDAX test starting March 31, 2020.
On Sept 24, 2019, the bankruptcy court confirmed Halcón's second pre-packaged Chapter 11 plan, three years after the 2016 reorganization. Under the plan, all existing common stock (164,039,916 shares as of Aug 5, 2019) will be cancelled once the plan takes effect. The press release says the plan eliminates over $750M of debt and provides a new $750M revolver with a $275M initial borrowing base. It had not yet taken effect, and the filing gives no assurance on timing; the press release expected emergence within a few weeks.
To fund operations through its second bankruptcy, Halcón entered a $35 million junior secured debtor-in-possession loan with holders of its own 6.75% notes, structured to convert into a $750 million exit revolving credit facility once the case concluded.
Halcón and all of its subsidiaries filed for Chapter 11 bankruptcy protection a second time on August 7, 2019, this time in the Southern District of Texas, to carry out the prepackaged plan agreed with noteholders days earlier; it expected to emerge within about 60 days.
Barely three years after emerging from its first bankruptcy, Halcón entered a second restructuring support agreement, this time with holders of 67.3% of its 6.75% notes due 2025, planning to file a second prepackaged Chapter 11 case in Houston by August 7, 2019.
Halcón's lenders extended (from August 1 to August 8, 2019) a waiver of a looming leverage-ratio covenant default first granted in May 2019 - a sign the company was again bumping up against its debt covenants, just weeks after being delisted from the NYSE.