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): November 25, 2020
Battalion Oil Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 001-35467 | | 20-0700684 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1000 Louisiana St., Suite 6600
Houston, Texas | | 77002 |
| (Address of principal executive offices) | | (Zip Code) |
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 | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 | | BATL | | 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 (see General Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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.o
Agreement to Divest Northern West Quito Assets
On November 25, 2020, Battalion Oil Corporation (the “Company”), through a wholly-owned subsidiary, as seller, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Point Energy Partners Operating, LLC (the “Purchaser”) for the sale of certain oil and gas properties and related assets located in Ward County, Texas (the “North West Quito Assets”) to the Purchaser for a total purchase price of $27,548,820 (the “Purchase Price”), subject to customary adjustments as provided in the Purchase Agreement (such sale, the “North West Quito Divestiture”). The North West Quito Divestiture is expected to close before year-end, with an effective date of October 1, 2020 (the “Effective Date”). The North West Quito Assets include approximately 3,700 net acres prospective in the Delaware Basin, representing less than 5% of the Company’s average daily net oil production for the quarter ended September 30, 2020.
The Purchase Price is subject to customary adjustments as provided in the Purchase Agreement, including for (i) the proration of operating expenses, capital expenditures and revenues as of the Effective Date, and (ii) the exclusion of certain North West Quito Assets as a result of such North West Quito Assets being subject to third party consents. Pursuant to the terms of the Purchase Agreement, the Purchaser is required to pay into escrow a deposit totaling $2.0 million contemporaneously with the execution of the Purchase Agreement, which such amount will be applied to the amount to be paid by Purchaser at closing for the adjusted Purchase Price.
Closing of the North West Quito Divestiture is subject to the satisfaction of certain customary conditions as provided in the Purchase Agreement. There can be no assurance that the Company will consummate the North West Quito Divestiture on the terms or timing described above and by the Purchase Agreement, or at all. Upon closing the North West Quito Divestiture in accordance with the terms of the Purchase Agreement, the Company intends to use the net proceeds from the North West Quito Divestiture to repay amounts outstanding under the Company’s revolving credit facility and for general corporate purposes, including funding planned drilling expenditures.
The above description of the Purchase Agreement is a summary only.
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.
| | Battalion Oil Corporation |
| | | |
| | | |
| November 27, 2020 | By: | /s/ R. Kevin Andrews |
| | Name: | R. Kevin Andrews |
| | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
