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)
Delaware |
| 001-35467 |
| 20-0700684 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer |
3505 West Sam Houston Parkway North |
| 77043 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (832) 538-0300
1000 Louisiana Street, Suite 6600, Houston, TX 77002
|
(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:
◻ 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. |
Exhibit No. |
| Description |
|
|
|
10.1.5 |
| |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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EXHIBIT INDEX
Exhibit Number |
| Exhibit Description |
|
|
|
10.1.5 |
| |
104 | | 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.
| BATTALION OIL CORPORATION | |
|
| |
|
|
|
September 30, 2021 | By: | /s/ R. Kevin Andrews |
| Name: | R. Kevin Andrews |
| Title: | Executive Vice President, |
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