Current Report Filing (8-k)
May 18 2020 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (date of earliest event
reported): May 15, 2020
BATTALION OIL CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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001-35467
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20-0700684
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1000 Louisiana St., Suite 6600
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (832) 538-0300
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock par value $0.0001
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BATL
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NYSE American
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On
May 13, 2020, Mr. William Carapucci, a member of the board of directors (the “Board”) of Battalion Oil Corporation
(the “Company”) and also serving as Chairman of the Nominating and Corporate Governance Committee, notified the Board
that he intended to resign from the Board effective May 15, 2020.
Effective May 15, 2020, the Board appointed
Mr. Jonathan Barrett to fill the vacancy created by Mr. Carapucci’s departure. Mr. Barrett, who is Mr. Carapucci’s
colleague at Luminus Management, will serve as a Group II director with a term expiring in 2021. Mr. Carapucci’s decision
to resign is for professional reasons and not the result of a disagreement with the Company or any of its subsidiaries on any matter
relating to the Company’s operations, policies or practices. He will continue in his role at Luminus Management. There are
no arrangements or understandings between Mr. Barrett and any other persons pursuant to which each was appointed a director of
the Company.
Jonathan Barrett joined Luminus in 2003 shortly after its founding and has led the
firm since 2011. From 2005 to 2007, Mr. Barrett served as Managing Director and a member of the Investment Committee of LS Power
Equity Advisors, the private equity arm of LS Power, a former affiliate of Luminus focused on the North American power and energy
infrastructure industries. Prior to joining Luminus, Mr. Barrett was a Director in Salomon Smith Barney’s Merger and Acquisition
Group. Mr. Barrett graduated with honors in Accounting from the University of Witwatersrand in Johannesburg, South Africa. Mr.
Barrett’s extensive financial, equity markets and energy trading and infrastructure experience, in addition to his extensive
knowledge across the energy infrastructure industry provides him with valuable insights into corporate strategy, capital allocation,
transaction considerations, equity and debt financing and the assessment and management of risks faced by energy companies.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BATTALION OIL CORPORATION
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May 15, 2020
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By:
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/s/ Richard H. Little
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Name:
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Richard H. Little
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Title:
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Chief Executive Officer
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