Each one in plain English, with the numbers worked through for a shareholder.
17 Apr 2024business combination▼ BadMajor
Despite Fury's missed deadline, Battalion agreed to a fourth amendment giving Fury more room on its financing requirements, while raising the fee Fury would owe (to the initial deposit plus $15-20 million) if the deal still fails to close.
Fury Resources told Battalion it would miss the escrow-funding deadline required by their merger agreement, giving Battalion the contractual right to walk away from the deal - the first sign Fury was struggling to finance the acquisition.
A second amended 13E-3 filing updated the going-private disclosure to reflect the merger agreement's evolving terms as Battalion, Fury and their affiliates continued negotiating through the extended closing timeline.
The same three insider shareholders bought a further $19.5 million of new Series A-3 Preferred Stock on the same terms, again to cover working capital and debt service - a third insider-funded round (a Series A-2 round, not covered here, fell between the two).
A third amendment to the merger agreement raised the cash Fury must escrow if the deal fails and cut Battalion's termination fee to essentially zero (rising to $3.5 million only if Fury fully funds the escrow) - shifting almost all financial risk of a broken deal onto Fury.
An amended 13E-3 filing added Fury Resources affiliate Ruckus Energy Holdings and Battalion's own CEO Richard Little as additional filing persons - meaning Battalion's CEO has a financial stake on the buyer's side of the deal - and disclosed that board advisors valued the $9.80 offer at a 59% premium to the pre-announcement share price.
A second amendment to the merger agreement required Fury to put more cash into escrow while cutting Battalion's own termination fee from $8 million to $3.5 million - terms increasingly favorable to Battalion, suggesting Fury was under pressure to keep the deal together.
Battalion and Fury Resources amended their merger agreement to push the outside closing date from April to June 2024 and restructure the escrow deposits securing Fury's obligations - an early sign the deal was slipping behind schedule.
Battalion, Luminus and Oaktree jointly filed the formal Schedule 13E-3 going-private disclosure for the Fury Resources merger, valuing the deal at roughly $162.9 million for the shares not already held by the company or its rollover investors.
Battalion filed its preliminary proxy statement for the Dec 14, 2023 take-private merger with Fury Resources, at $9.80 per share in cash (an 85.6% premium to the $5.28 closing price on Dec 14, 2023). Luminus and Oaktree, which own about 61.6% of the common stock, agreed to vote shares representing about 38% in favor and to roll their preferred stock into Fury. A stockholder vote is required, and the deal was still pending.
NYSE American flagged Battalion for a governance lapse - it hadn't held its 2022 fiscal-year annual shareholder meeting by the required deadline - and the company rescheduled the meeting for February 7, 2024 to cure it.
Battalion agreed to be taken private by Fury Resources for $9.80 per common share in cash; existing preferred holders Luminus Energy Partners and Oaktree (OCM HLCN Holdings) agreed to roll their stakes into the buyer rather than cash out. The deal carries an $8 million break fee if Battalion walks away and a $10-20 million reverse fee if Fury's financing falls through.
Battalion Oil raised $37.05 million selling new Series A-1 Redeemable Convertible Preferred Stock to its three largest shareholders - Luminus, Oaktree and LSP Investment Advisors, whose designees hold half the board - for general working capital and scheduled debt payments, the start of a run of insider-funded preferred rounds that would recur through 2024.
29 Dec 2022material agreement termination● Neutral
Battalion's board chose not to automatically renew CFO Kevin Andrews' employment contract when it came up for renewal, though he remained in the role - a contract technicality rather than a leadership change.
Battalion formed a joint venture, Brazos Amine Treater LLC, with Caracara Services to build a sour-gas treating and carbon-sequestration facility in Winkler County, Texas using an existing well; Caracara funds construction while Battalion expects to cut its own gas-treating costs 20-30% once it's operational.
Battalion refinanced entirely, replacing its Bank of Montreal revolver (in place since its 2019 bankruptcy exit and repeatedly amended for covenant relief) with a new $200 million term loan from Macquarie Bank, plus up to $35 million more available for growth drilling.
A fifth amendment to Battalion's Bank of Montreal-led credit facility narrowed how much of its production it may hedge, a routine risk-management adjustment rather than a change in available capital.
Battalion Oil disclosed it had breached its credit facility's current-ratio covenant as of September 30, 2020 and obtained a waiver; lenders reset the borrowing base to $190 million, suspended current-ratio testing until late 2021, and raised the required collateral coverage - real covenant distress during the pandemic downturn, not just a routine redetermination.
Now renamed Battalion Oil Corporation and trading as BATL on NYSE American, the company (formerly Halcón) cut its revolving credit facility's borrowing base to $200 million, with scheduled step-downs to $185 million by November 2020, and paid a higher interest margin - covenant tightening driven by the COVID-19 oil price collapse.
Having emerged from its second bankruptcy under a new Bank of Montreal-led exit revolving credit facility (dated October 8, 2019), Halcón amended that facility within weeks, cutting the borrowing base to $240 million and tightening its leverage covenants - an early sign the fresh-start balance sheet was already under pressure.
On Sept 24, 2019, the bankruptcy court confirmed Halcón's second pre-packaged Chapter 11 plan, three years after the 2016 reorganization. Under the plan, all existing common stock (164,039,916 shares as of Aug 5, 2019) will be cancelled once the plan takes effect. The press release says the plan eliminates over $750M of debt and provides a new $750M revolver with a $275M initial borrowing base. It had not yet taken effect, and the filing gives no assurance on timing; the press release expected emergence within a few weeks.
To fund operations through its second bankruptcy, Halcón entered a $35 million junior secured debtor-in-possession loan with holders of its own 6.75% notes, structured to convert into a $750 million exit revolving credit facility once the case concluded.
Halcón and all of its subsidiaries filed for Chapter 11 bankruptcy protection a second time on August 7, 2019, this time in the Southern District of Texas, to carry out the prepackaged plan agreed with noteholders days earlier; it expected to emerge within about 60 days.
Barely three years after emerging from its first bankruptcy, Halcón entered a second restructuring support agreement, this time with holders of 67.3% of its 6.75% notes due 2025, planning to file a second prepackaged Chapter 11 case in Houston by August 7, 2019.
Halcón's lenders extended (from August 1 to August 8, 2019) a waiver of a looming leverage-ratio covenant default first granted in May 2019 - a sign the company was again bumping up against its debt covenants, just weeks after being delisted from the NYSE.