Each one in plain English, with the numbers worked through for a shareholder.
14 Aug 2024agm notice● Neutral
Battalion reported second quarter 2024 results, with revenue of $49.1 million and production of 12,857 Boe/d. It also said Fury Resources had asked to cut the merger price from $9.80 to $7.00 per share, conditional on preferred holders rolling over their equity.
GEN IV INVESTMENT OPPORTUNITIES, LLC, LSP GENERATION IV, LLC, LSP INVESTMENT ADVISORS, LLC reported a BATTALION OIL CORP shareholding of 6,419,006 shares (31.30% of votes) in a periodic institutional filing.
LUMINUS MANAGEMENT, LLC, LUMINUS ENERGY PARTNERS MASTER FUND, LTD, JONATHAN BARRETT reported a BATTALION OIL CORP shareholding of 16,661,693 shares (61.80% of votes) in a periodic institutional filing.
Battalion agreed a Fifth Amendment to its merger agreement with Fury Resources, extending the termination date from June 12 to September 12, 2024. Fury had still not delivered all the required equity financing documents, and the board chose not to terminate the deal yet.
Rather than terminate after two missed financing deadlines, Battalion's board (on its special committee's recommendation) again extended Fury's runway, pushing the merger's outside date from June 12 to September 12, 2024 to give Fury more time to complete its equity financing.
LUMINUS MANAGEMENT, LLC, LUMINUS ENERGY PARTNERS MASTER FUND, LTD, JONATHAN BARRETT reported a BATTALION OIL CORP shareholding of 16,661,693 shares (50.30% of votes) in a periodic institutional filing.
OCM HLCN Holdings, L.P, Oaktree Fund GP, LLC, Oaktree Fund GP I, L.P, Oaktree Capital I, L.P, Brookfield OCM Holdings II, LLC, Brookfield OCM Holdings, LLC, Brookfield Oaktree Holdings, LLC, Oaktree Capital Group Holdings GP, LLC, Brookfield Corporation, BAM Partners Trust reported a BATTALION OIL CORP shareholding of 10,065,897 shares (44.67% of votes) in a periodic institutional filing.
Battalion reported first quarter 2024 results: revenue of $49.9 million on 12,989 Boe/d, and a net loss to common stockholders of $36.8 million. It raised $19.5 million of preferred equity on May 13 and used $17.3 million to cut debt to $172.7 million.
GEN IV INVESTMENT OPPORTUNITIES, LLC, LSP GENERATION IV, LLC, LSP INVESTMENT ADVISORS, LLC reported a BATTALION OIL CORP shareholding of 6,419,006 shares (28.10% of votes) in a periodic institutional filing.
The insider group bought yet another $19.5 million of new Series A-4 Preferred Stock on the same terms, the fourth such round in eight months, underscoring how dependent Battalion had become on its three largest shareholders for liquidity while the Fury Resources take-private talks dragged on.
On May 13, 2024, Battalion sold 20,000 shares of Series A-4 Redeemable Convertible Preferred Stock in a private placement for about $19.5 million, mainly to its three largest shareholders. The shares pay a 14.5% dividend and convert at $6.42, with proceeds going to general corporate purposes including debt payments.
A week after missing its financing deadline, Fury had still not fully documented its financing but had lined up $160 million in equity-financing commitments (with $10 million already drawn into escrow) - real progress, though still short of what the merger agreement required.
Battalion said Fury Resources had still not delivered all financing documents as of May 3, 2024, though it had provided subscription agreements for $160 million of the $200 million needed. The board chose not to terminate the merger agreement at that time and gave Fury more time.
Fury missed its financing deadline again, failing to deliver binding equity-financing agreements by April 26, 2024 as required - a second real default giving Battalion another contractual right to terminate the merger.
Battalion said Fury Resources missed the April 26, 2024 deadline to deliver binding equity financing documents, which gave Battalion the right to terminate the merger agreement. The company had not terminated and was weighing its options, including changing the terms.
Battalion Oil signed a Fourth Amendment to its merger agreement with Fury Resources after Fury missed the April 10 funding deadline. The amendment required Fury to deliver qualifying financing documents by April 26, 2024, and raised the Closing Failure Fee and the guarantee from chairman Abraham Mirman.
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.
Fury Resources told Battalion on April 10, 2024 that it could not deliver evidence of $200 million in funding by the 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.
Battalion reported fourth quarter 2023 revenue of $47.2 million and net income to common stockholders of $27.0 million, or an adjusted net loss of $16.6 million. Adjusted EBITDA was $10.0 million, down from $22.7 million a year earlier.
Battalion reported fourth quarter 2023 results: revenue of $47.2 million, production of 12,022 Boe/d and net income to common of $27.0 million. It also said it was working toward closing the Fury Resources merger.