Each one in plain English, with the numbers worked through for a shareholder.
10 Jan 2025material agreement▲ GoodMajor
Battalion's borrower subsidiary took on $63.0 million of incremental term loans under a first amendment to its Fortress-led credit agreement, about two weeks after the December 26, 2024 closing. The loans carry the same terms as the initial term loan, with a SOFR-based rate plus a 7.75% margin.
One week after the Fury deal collapsed, Battalion refinanced again, replacing its Macquarie term loan with a new $162 million (plus incremental capacity) facility from Fortress Credit Corp - moving quickly to secure its standalone financial footing.
20 Dec 2024material agreement termination▼ BadMajor
A year to the week after signing, Battalion formally terminated the Fury Resources merger agreement after Fury again failed to close - ending a saga of seven amendments, three financing defaults and one price cut (from $9.80 to $7.00/share) without the deal ever completing.
Battalion waived its right to walk away over a November 29, 2024 deadline so Fury could keep chasing 'Alternative Financing' - which, as of this filing, Fury still hadn't lined up.
At the November 21, 2024 annual meeting, shareholders elected all six directors and approved executive pay in an advisory vote. They also favored holding the pay vote every year.
Fury told Battalion it would miss yet another set of deadlines under the (by now seven-times-amended) merger agreement - the third round of financing defaults since the deal was first signed nearly a year earlier.
Battalion Oil announced its third quarter 2024 results by press release and filed soliciting material about its proposed merger with Fury Resources, Inc.
Battalion Oil filed its quarterly report for the period ended September 30, 2024, which covered its preferred stock, term loan, hedging and the pending merger with Fury Resources.
Battalion reported third quarter 2024 revenue of $45.3 million and net income available to common stockholders of $5.6 million, or $0.34 per share. Production averaged 12,076 Boe/d.
Battalion filed its definitive proxy for a Nov 19, 2024 stockholder vote on the Fury merger, now at $7.00 per share in cash instead of the original $9.80, after the Seventh Amendment of Sept 19, 2024. The $7.00 is 32.6% above the Dec 14, 2023 close of $5.28 and 129.5% above the $3.05 close on Sept 18, 2024. Gen IV Investment Opportunities joined Luminus and Oaktree as a party rolling over preferred stock, and the Lion Point preferred purchase agreement was terminated. The stock closed at $6.57 on Oct 18, 2024. This continues the deal, at a lower price than originally agreed.
Battalion Oil sent notice of its 2024 annual meeting, set for November 21, 2024, to elect six directors and hold advisory votes on executive pay and its frequency. The meeting could be cancelled if the Fury merger closed first.
The going-private disclosure was updated to reflect the repriced $7.00 deal and its new participants; separately, financing exhibits show Fury's acquisition vehicle lining up a $200 million secured term loan, with AI Partners Asset Management committing half of it - real financing progress, at the lower price.
Battalion adopted a Merger Incentive Plan with 229,022 Equity Grant Units, payable on a change of control closing. CEO Matthew Steele received about 22% of the pool, and Daniel Rohling and Walter Mayer about 8% each.
Battalion signed a Seventh Amendment to its merger agreement with Fury Resources, cutting the cash price from $9.80 to $7.00 per share. Preferred holders were to roll over their stock, and the Company gained a right to terminate if closing had not occurred by November 29, 2024.
Fury came back with a materially worse offer, and Battalion's special committee accepted it: the cash merger price was cut from $9.80 to $7.00 per share, a roughly 29% reduction, with the preferred-stock rollover structure also reworked to add Gen IV Investment Opportunities as another insider rolling equity into the buyer.
Battalion signed a Sixth Amendment to its merger agreement with Fury Resources, extending the termination date from September 12 to December 31, 2024. This gave more time to negotiate a proposed cut in the offer from $9.80 to $7.00 per share.
Battalion granted Fury yet another extension, pushing the merger's outside date from September 12 to December 31, 2024 - the sixth amendment to a deal that was supposed to close by mid-2024.
Battalion and its subsidiary Halcón Holdings signed a Fourth Amendment to their credit agreement with Macquarie Bank on August 23, 2024. It allowed a Current Ratio of 0.90 to 1.00 for the quarter ending September 30, 2024.
Separately from the stalled merger, Battalion amended its Macquarie term loan to relax its current-ratio covenant to 0.90-to-1.00 for the third quarter of 2024 - a sign of tightening liquidity while the Fury deal remained unresolved.