BATL Battalion Oil Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

Battalion Oil Corporation

(Name of Issuer)

         

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Common Stock, par value $0.0001 per share

(Title of Class of Securities)

        

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02081G102

(CUSIP Number)

          

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Jeffrey Wade

c/o Gen IV Investment Opportunities, LLC

1700 Broadway, 35th Floor

New York, New York 10019

212-547-2914

 

With a copy to:

Crosby Scofield

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, Texas 77002

713-758-3276

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

          

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December 14, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement on Schedule 13D (this “Schedule 13D”), and is filing this Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	GEN IV INVESTMENT OPPORTUNITIES, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,088,092 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,088,092 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,088,092 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	26.5% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

1	NAMES OF REPORTING PERSONS
	LSP GENERATION IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,088,092 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,088,092 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,088,092 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	26.5% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 

1	NAMES OF REPORTING PERSONS
	LSP INVESTMENT ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,088,092 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,088,092 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,088,092 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	26.5% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 

 

EXPLANATORY NOTE

 

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on October 18, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto, filed with the SEC on March 30, 2023 (“13D Amendment No. 1,”) and Amendment No. 2 thereto, filed with the SEC on September 8, 2023 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall the meanings herein as are ascribed to such terms in the Schedule 13D.

 

 

This Amendment No. 3 relates to shares of Common Stock, $0.0001 par value per share (the “Common Stock”) of Battalion Oil Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 3505 West Sam Houston Parkway North, Suite 300, Houston, TX 77043.

 

Item 3 is hereby amended by adding the following:

 

As described in Item 4 below, on December 15, 2023, Gen IV purchased 6,630 shares of Series A-2 Convertible Redeemable Preferred Stock of the Issuer, par value $0.0001 per share (the “Series A-2 Preferred Stock”), for aggregate consideration of approximately $6.5 million pursuant to the Series A-2 Purchase Agreement, dated December 15, 2023 (the “Series A-2 Purchase Agreement”), by and among the Issuer, Gen IV and the other purchasers party thereto. The source of funds for such purchase was working capital of Gen IV.

 

 

Item 4 is hereby amended by adding the following:

 

The information set forth in amended Items 3 and 6 and the Exhibits to Amendment No. 3 are incorporated herein by reference.

 

On December 15, 2023, the Issuer, Gen IV and the other purchasers party thereto entered into the Series A-2 Purchase Agreement. On December 15, 2023, Gen IV purchased 6,630 shares of Series A-2 Preferred Stock for approximately $6.5 million.

 

 

Item 6 is further amended by adding the following:

 

Series A-2 Purchase Agreement

 

On December 15, 2023, the Issuer, Gen IV and the other purchasers party thereto entered into the Series A-2 Purchase Agreement, pursuant to which Gen IV purchased 6,630 shares of Series A-2 Preferred Stock for approximately $6.5 million. The Series A-2 Purchase Agreement also provides, among other things, that the affirmative vote or prior written consent of the purchasers of Series A-2 Preferred Stock holding at least two-thirds (66 2/3) of the shares held by such purchasers must be obtained prior to the entry by Issuer into any transaction that is expected to result in a change of control, unless each holder of outstanding shares of Series A-2 Preferred Stock is given the option to receive a cash payment per share equal to the then applicable Redemption Price (as defined in the Series A-2 Certificate of Designations).

 

The foregoing description of the Series A-2 Purchase Agreement is qualified in its entirety by reference to the full text of the Series A-2 Purchase Agreement, a copy of which is attached as Exhibit 10.11 to this Amendment No. 2 and incorporated by reference herein.

 

Series A-2 Certificate of Designations

 

Subject to the terms and conditions of the Series A-2 Certificate of Designations the Issuer filed with the Delaware Secretary of State on December 15, 2023 (the “Series A-2 Certificate of Designations”), commencing on April 13, 2023, all or any portion of the shares of Series A-2 Preferred Stock may be converted into Common Stock at any time based on the then-applicable liquidation preference (as determined in accordance with the Series A-2 Certificate of Designations) divided by the applicable conversion price (the “Conversion Ratio”). The ordinary conversion price of the Series A-2 Preferred Stock is $6.21 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events.

 

Subject to the terms and conditions of the Series A-2 Certificate of Designations, if based on the Issuer’s financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-2 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-2 Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-2 Preferred Stock into Common Stock using the then-applicable Conversion Ratio. The shares of Series A-2 Preferred Stock are also subject to redemption by the Issuer at any time following the closing date of the issuance of shares of Series A-2 Preferred Stock in accordance with the terms of the Series A-2 Certificate of Designations. In the event of a change of control transaction, the shares of Series A-2 Preferred Stock are subject to redemption or conversion in accordance with the terms of the Series A-2 Certificate of Designations.

 

This summary is qualified in its entirety by reference to the full text of the Series A-2 Certificate of Designations, a copy of which is attached as Exhibit 10.10 to this Amendment No. 3 and incorporated by reference herein.

 

Amendment No. 3 to Registration Rights Agreement

 

Concurrently with the closing of transactions contemplated by the Series A-2 Purchase Agreement, Gen IV entered into Amendment No. 3 to the Registration Rights Agreement, dated October 8, 2019, as amended by Amendment No. 1 thereto on March 28, 2023 and Amendment No. 2 thereto on September 6, 2023 (the “Third RRA Amendment”) with the Issuer and certain other stockholders of the Issuer listed on the signature pages thereto. The Third RRA Amendment, among other things amended the definition of Registrable Securities to include the shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock.

 

This summary is qualified in its entirety by reference to the full text of the Third RRA Amendment, a copy of which is attached as Exhibit 10.9 to this Amendment No. 3 and incorporated by reference herein.

 

Merger Agreement

 

On December 14, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fury Resources, Inc., a Delaware corporation (“Parent”), and San Jacinto Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a direct, wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving as a wholly owned subsidiary of Parent. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”): (a) each share of Common Stock shall be converted into the right to receive $9.80 in cash, without interest (the “Merger Consideration”), and such shares shall automatically be canceled and cease to exist; and (b) each share of (i) Series A Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (“Series A Preferred Stock”), (ii) Series A-1 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the “Series A-1 Preferred Stock”), and (iii) preferred stock of the Issuer issued following the execution and delivery of the Merger Agreement but prior to the Effective Time (the “New Preferred Stock” and, together with the Series A Preferred Stock and the Series A-1 Preferred Stock, collectively, the “Preferred Stock”) shall be converted into the right to receive such consideration as is set forth in the applicable certificate of designations pertaining to such series of Preferred Stock, and such shares shall automatically be canceled and cease to exist.

 

This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 10.12 to this Amendment No. 4 and incorporated by reference herein.

 

Amendment to Series A-1 Preferred Stock Certificate of Designations

 

On December 15, 2023, the Issuer filed a certificate of amendment to the Certificate of Designations of Series A- 1 Preferred Stock (the “Series A-1 CoD”) with the Delaware Secretary of State (such amendment, the “Series A-1 CoD Amendment”). The Series A-1 CoD Amendment, which has been approved by the requisite holder(s) of Series A-1 Preferred Stock, amends, among other things, certain provisions of the Series A-1 CoD, as follows: (a) the period during which holders of Series A-1 Preferred Stock may convert their shares of Series A-1 Preferred Stock into Common Stock shall not commence until the date that is two hundred forty (240) days following the Issuance Date  (as defined in the Series A-1 CoD); (b) the period during which the Issuer may redeem shares of Series A-1 Preferred Stock at a price per share equal to one hundred and two percent (102%) of the then-current Liquidation Preference (as defined in the Series A-1 CoD) has been changed such that the period shall begin on the date that is one hundred twenty (120) days after the Issuance Date and end on the date that is two hundred thirty-nine (239) days after such Issuance Date; (c) the period during which the Issuer may redeem shares of Series A-1 Preferred Stock at a price per share equal to one hundred and five percent (105%) of the then-current Liquidation Preference (as defined in the Series A-1 CoD) has been changed such that the period shall begin on the date that is two hundred and forty (240) days after the Issuance Date and end on the first (1st) anniversary of the Issuance Date; (d) (i) with respect to the option of the holders of Series A-1 Preferred Stock to convert their Series A-1 Preferred Stock into a right to receive a cash payment per share of Series A-1 Preferred Stock in connection with a Change of Control (as defined in the Series A-1 CoD), the cash price has been changed from an amount equal to the then-applicable Liquidation Preference to an amount equal to the then-applicable Redemption Price (as defined in the Series A-1 CoD) per share of such Series A-1 Preferred Stock, and (ii) the period during which holders of Series A-1 Preferred Stock may exercise such conversion option in connection with a Change of Control has been changed from any time on or prior to the one hundred fiftieth (150^th) day to the two hundred fortieth (240^th) day following the Issuance Date; (e) the period during which the Issuer must offer each holder of Series A-1 Preferred Stock a cash payment per share of Series A-1 Preferred Stock equal to the then-applicable Redemption Price in connection with a Change of Control has been changed from the period following the occurrence of both the one hundred fiftieth (150^th) day following the Issuance Date and the end of the Term Loan Restricted Period (as described in the Series A-1 CoD) to the period following the occurrence of both the two hundred fortieth (240^th) day following the Issuance Date and the end of the Term Loan Restricted Period, and (f) the period during which the Issuer shall have the option to offer each holder of Series A-1 Preferred Stock a cash payment per share of Series A-1 Preferred Stock equal to the then-applicable Redemption Price in connection with a Change of Control has been changed from the period beginning on the one hundred fiftieth (150^th) day following the Issuance Date and ending at the end of the Term Loan Restricted Period to the period beginning on the two hundred fortieth (240^th) day following the Issuance Date and ending at the end of the Term Loan Restricted Period.

 

This summary is qualified in its entirety by reference to the full text of the Series A COD Amendment, a copy of which is attached as Exhibit 10.13 to this Amendment No. 4 and incorporated by reference herein.

 

 

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

 

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