Banking Recap

BATTALION OIL CORP to Be Acquired for $450.0M

Battalion Oil Corporation (NYSE American: BATL), an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the United States, announced on December 15, 2023 that it entered into an Agreement and Plan of Merger with Fury Resources, Inc., under which Fury (as Buyer/Parent) agreed to acquire all outstanding shares of Battalion common stock for $9.80 per share in cash, representing a total transaction value of approximately $450 million. Preferred stock held by Luminus Management LLC and funds and accounts managed by Oaktree Capital Management, L.P. was to be contributed to Fury in exchange for new Fury preferred shares, or sold to Fury for cash, at a valuation based on the conversion or redemption value of the preferred stock.

Dec 18, 2023·SEC EDGAR (8-K)·pending regulatory·take-private merger (original signing)

Deal value

This entry is sourced from Battalion's Exhibit 99.1 press release filed as part of an 8-K on December 18, 2023, announcing the original signing of the merger agreement. The transaction had not yet closed as of this filing; it was expected to close in the first quarter of 2024, subject to various closing conditions including approval of Battalion's stockholders. (A later amendment to this agreement, announced September 19, 2024, revised the per-share consideration downward to $7.00 per share, reflecting changed terms as the transaction was renegotiated over the intervening months.)

Houlihan Lokey Capital, Inc. acted as financial advisor to Battalion, and Jefferies LLC acted as financial advisor to Fury Resources (Buyer/Parent).

Mayer Brown LLP acted as legal counsel to Battalion, and K&L Gates LLP acted as legal counsel to Fury Resources.

Under the originally disclosed terms, the merger consideration of $9.80 per share in cash implied a total transaction value of approximately $450 million. Fury Resources received debt commitments from Fortress Credit Corp. and AI Partners Asset Management Co., Ltd. to finance a portion of the merger consideration. The Rollover Stockholders (Luminus and Oaktree), who collectively owned 61.61% of Battalion common stock, entered into a voting agreement committing 6,254,652 shares (38% of total voting power) in favor of adopting the merger agreement.

The release does not disclose a termination fee, the specific methodology for valuing the preferred stock rollover beyond referencing conversion or redemption value, or fee arrangements for Houlihan Lokey, Jefferies, Mayer Brown, or K&L Gates. As noted above, these original terms were subsequently amended (per a separate, later 8-K), reducing the cash consideration to $7.00 per share; the $450 million transaction value and $9.80 per share figures reflect only the terms as originally announced in this December 2023 filing.