Banking Recap

BATTALION OIL CORP to Be Acquired

Battalion Oil Corporation (NYSE American: BATL), an independent energy company engaged in onshore oil and natural gas production in the United States, announced on September 19, 2024 that it entered into an amendment to its previously disclosed Agreement and Plan of Merger with Fury Resources, Inc., under which Fury (acting as Parent) agreed to acquire all outstanding shares of Battalion common stock for $7.00 per share in cash. Holders of Battalion's preferred stock, including Luminus Management, LLC, Gen IV Investment Opportunities, LLC, and funds and accounts managed by Oaktree Capital Management, L.P., agreed to contribute their preferred shares to Fury in exchange for new Fury preferred shares.

Sep 19, 2024·SEC EDGAR (8-K)·pending regulatory·take-private merger (amendment to merger agreement)

This entry is sourced from Battalion's Exhibit 99.1 press release filed as part of an 8-K on September 19, 2024, announcing an amendment to a merger agreement that had been previously disclosed. The transaction had not yet closed as of this filing; it was expected to close in the fourth quarter of 2024, subject to closing conditions including approval of Battalion's stockholders.

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.

The per-share merger consideration of $7.00 in cash was disclosed, but no aggregate transaction value was stated in this release. Fury confirmed it had received capital commitments to fund the transaction, including $200 million in debt commitments from Fortress Credit Corp. and AI Partners Asset Management Co., Ltd., $188 million in total preferred stock commitments (comprising $173 million from the Rollover Stockholders and $15 million from AI Partners Asset Management Co., Ltd.), and $160 million in equity commitments to acquire new Fury common stock. Post-transaction, Fury was expected to have approximately $100 million in cash net of acquisition consideration and fees. Luminus and Oaktree, who collectively own 61.61% of Battalion common stock, had entered into a voting agreement committing 6,254,652 shares (38% of total voting power) in favor of the merger.

Because no aggregate transaction value was disclosed and total shares outstanding were not stated in this release, an implied total equity value cannot be calculated from the source text alone. The release also does not disclose a termination fee or the specific allocation of the preferred stock rollover valuation beyond stating it was based on the redemption value of Battalion's existing preferred stock.