Certain Relationships and Related Party Transactions
As required under SEC rules, the Company is required to disclose in our proxy statements any transactions that are determined to be directly or indirectly material to the Company or a related person. We have determined that during our fiscal year ended December 31, 2022, there were no transactions with related persons required to be disclosed under SEC rules.
In 2023, the Company entered into the purchase agreements (further described below) with Luminus Management, LLC (“Luminus”), Oaktree Capital Management, LP (“Oaktree”), and Gen IV Investment Opportunities, LLC (“Gen IV”), or affiliates thereof (collectively, the “Buyers”), our largest three (3) existing shareholders, whose appointed representatives make up fifty percent (50%) of our board of directors; namely, Mr. Barrett, President of Luminus, Mr. Jegadeesan, Senior Advisor at Oaktree, and Mr. Chang, Senior Vice President at LS Power Development, LLC (an affiliate of Gen IV). Each of the transactions contemplated by the purchase agreements was approved by our board of directors upon recommendation by a special committee of disinterested directors that was established to evaluate the proposed terms of each transaction.
Series A Preferred Stock Purchase Agreement
Purchase Agreement dated March 24, 2023, pursuant to which the Company issued an aggregate of 25,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) for an aggregate purchase price of approximately $24,375,000. The allocated shares of Series A Preferred Stock issued to, and purchase price paid by, each of the Buyers was: (i) 13,336 shares of Series A Preferred Stock issued to Luminus Energy Partners Master Fund, Ltd. (an affiliate of Luminus) for the purchase price of $13,002,600; (ii) 6,526 shares of Series A Preferred Stock issued to OCM HLCN Holdings, L.P. (an affiliate of Oaktree) for the purchase price of $6,362,850; and (iii) 5,138 shares of Series A Preferred Stock issued to Gen IV for the purchase price of $5,009,550.
Series A-1 Preferred Stock Purchase Agreement
Purchase Agreement dated September 6, 2023, as amended, pursuant to which the Company issued an aggregate of 38,000 shares of Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”) for an aggregate purchase price of approximately $37,050,000. The allocated shares of Series A-1 Preferred Stock issued to, and purchase price paid by, each of the Buyers was: (i) 20,269 shares of Series A-1 Preferred Stock issued to Luminus Energy Partners Master Fund, Ltd. for the purchase price of $19,762,275; (ii) 9,921 shares of Series A-1 Preferred Stock issued to OCM HLCN Holdings, L.P. for the purchase price of $9,672,975; and (iii) 7,810 shares of Series A-1 Preferred Stock issued to Gen IV for a purchase price of $ 7,614,750.
Series A-2 Preferred Stock Purchase Agreement
Purchase Agreement dated December 15, 2023, pursuant to which the Company issued an aggregate of 35,000 shares of Series A-2 Convertible Preferred Stock (the “Series A-2 Preferred Stock”) for an aggregate purchase price of approximately $34,125,000. The allocated shares of Series A-2 Preferred Stock issued to, and purchase price paid by, each of the Buyers was: (i) 17,211 shares of Series A-2 Preferred Stock issued to Luminus Energy Partners Master Fund, Ltd. for the purchase price of $ 16,780,725; (ii) 11,159 shares of Series A-2 Preferred Stock issued to OCM HLCN Holdings, L.P. for the purchase price of $10,880,025; and (iii) 6,630 shares of Series A-2 Preferred Stock issued to Gen IV for a purchase price of $6,464,250.
Code of Conduct and Code of Ethics
The Company’s Code of Conduct and Code of Ethics for the Chief Executive Officer and Senior Financial Officers can be found on the Company’s website located at www.battalionoil.com. Any stockholder may request a printed copy of such materials by submitting a written request to: Battalion Oil Corporation, Attn: Corporate Secretary, 820 Gessner Road, Suite 1100, Houston, Texas 77024.