UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2021
Battalion Oil Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35467 |
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20-0700684 |
(State or other jurisdiction
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(Commission File Number) |
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(IRS Employer
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3505 West Sam Houston Parkway North
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77043 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (832) 538-0300
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1000 Louisiana Street, Suite 6600, Houston, TX 77002
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(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock par value $0.0001 |
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BATL |
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NYSE American |
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:
◻ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
◻ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
◻ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ◻
Item 1.01 |
Entry Into Material Definitive Agreement. |
On September 24, 2021, Battalion Oil Corporation, a Delaware corporation (the “Company”), and the subsidiary guarantors party thereto (collectively, the “Loan Parties”) entered into a Fifth Amendment to the Senior Secured Revolving Credit Agreement (the “Amendment”) with Bank of Montreal, as administrative agent (the “Administrative Agent”), and the other lenders party thereto (the “Lenders”). The Amendment further amends the Senior Secured Revolving Credit Agreement, dated as of October 8, 2019 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Loan Parties, the Administrative Agent, the Lenders, and certain other financial institutions party thereto from time to time. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.
The Amendment, among other things, modifies the limits on Swap Agreements so as not to exceed, (i) from the period of the Fifth Amendment Effective Date through December 31, 2021, the percentage of the reasonably anticipated Hydrocarbon production from Proved Developed Producing Reserves of the Loan Parties (the “PDP Production”) during such period hedged pursuant to Secured Swap Agreements in place as of the Fifth Amendment Effective Date; (ii) for the fiscal year ending December 31, 2022, the greater of (a) the PDP Production during such fiscal year hedged pursuant to Secured Swap Agreements in place as of the Fifth Amendment Effective Date and (b) 85% of the PDP Production during such fiscal year; and (iii) for the fiscal years ending December 31, 2023, December 31, 2024 and December 31, 2025, 85%, 70% and 60% of the PDP Production, respectively, during each fiscal year.
Additionally, pursuant to the Amendment, certain language related to Swap Agreements for percentage rates and Swap Agreements associated with potential acquisitions was removed from the Credit Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment. A copy of the Amendment is filed as Exhibit 10.1.5 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits.
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Exhibit No. |
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Description |
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10.1.5 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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EXHIBIT INDEX
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Exhibit Number |
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Exhibit Description |
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10.1.5 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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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September 30, 2021 |
By: |
/s/ R. Kevin Andrews |
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Name: |
R. Kevin Andrews |
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Title: |
Executive Vice President,
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Exhibit 10.1.5
FIFTH AMENDMENT to Senior SECURED Revolving Credit Agreement
This FIFTH AMENDMENT to Senior SECURED Revolving Credit Agreement, dated as of September 24, 2021 (this “Agreement”), is made by and among BATTALION OIL CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”), each of the undersigned Lenders and Issuing Banks party to the Credit Agreement referenced below, and BANK OF MONTREAL, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Credit Agreement. Unless otherwise indicated, all section references in this Agreement refer to the applicable section of the Credit Agreement.
PRELIMINARY STATEMENTS
“Fifth Amendment Effective Date” means September 24, 2021.
“Proved Developed Producing Reserves” means oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and “Developing Producing Reserves”.
(i)Swap Agreements in respect of commodities entered into not for speculative purposes with an Approved Counterparty and the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect, other than puts, floors and basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, the following limits:
(A)for the period commencing on the Fifth Amendment Effective Date and ending on December 31, 2021, the percentage of the reasonably anticipated Hydrocarbon production during such period from Proved Developed Producing Reserves of the Loan Parties hedged pursuant to Secured Swap Agreements in place as of the Fifth Amendment Effective Date,
(B)for the fiscal year ending December 31, 2022, the greater of (I) the percentage of the reasonably anticipated Hydrocarbon production during such fiscal year from Proved Developed Producing Reserves of the Loan Parties hedged pursuant to Secured Swap Agreements in place as of the Fifth Amendment Effective Date and (II) 85% of the reasonably anticipated Hydrocarbon production during such fiscal year from the total Proved Developed Producing Reserves of the Loan Parties (as forecast based upon the most recently delivered Reserve Report) of crude oil, natural gas liquids and natural gas, calculated separately (on a barrel of oil equivalent basis for natural gas),
(C)for the fiscal year ending December 31, 2023, 85% of the reasonably anticipated Hydrocarbon production during such fiscal year from the total Proved Developed Producing Reserves of the Loan Parties (as forecast based upon the most recently delivered Reserve Report) of crude oil, natural gas liquids and natural gas, calculated separately (on a barrel of oil equivalent basis for natural gas),
(D)for the fiscal year ending December 31, 2024, 70% of the reasonably anticipated Hydrocarbon production during such fiscal year from the total Proved Developed Producing Reserves of the Loan Parties (as forecast based upon the most recently delivered Reserve Report) of crude oil, natural gas liquids and natural gas, calculated separately (on a barrel of oil equivalent basis for natural gas), and
(E)for the fiscal year ending December 31, 2025, 60% of the reasonably anticipated Hydrocarbon production during such fiscal year from the total Proved Developed Producing Reserves of the Loan Parties (as forecast based upon the most recently delivered Reserve Report) of crude oil, natural gas liquids and natural gas, calculated separately (on a barrel of oil equivalent basis for natural gas).
[Reserved]
[Reserved]
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(ii)have a tenor longer than the applicable fiscal year periods specified in Section 9.19(a)(i)(A)-(E).
The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
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[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.
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BORROWER: |
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BATTALION OIL CORPORATION
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By: |
/s/ R. Kevin Andrews |
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Name:R. Kevin Andrews Title: EVP, CFO & Treasurer |
GUARANTORS: |
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Halcón Holdings, LLC |
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BATTALION OIL MANAGEMENT, INC.
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HALCÓN ENERGY PROPERTIES, INC. |
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HALCÓN PERMIAN, LLC |
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HALCÓN OPERATING CO., INC. |
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HALCÓN FIELD SERVICES, LLC |
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By: |
/s/ R. Kevin Andrews |
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Name:R. Kevin Andrews Title: EVP, CFO & Treasurer |
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ADMINISTRATIVE AGENT
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BANK OF MONTREAL |
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By: |
/s/ Sarah Yates |
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Name:Sarah Yates Title: Director |
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LENDER: |
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BMO HARRIS FINANCING, INC. |
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By: |
/s/ Sarah Yates |
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Name:Sarah Yates Title: Director |
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LENDER: |
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GOLDMAN SACHS LENDING PARTNERS LLC |
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By: |
/s/ Dan Martis |
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Name:Dan Martis Title: Authorized Signatory |
[Signature Page to Fifth Amendment to Senior Secured Revolving Credit Agreement]