お知らせ • Dec 22
Fury Resources, Inc. cancelled the acquisition of Battalion Oil Corporation (NYSEAM:BATL) from Luminus Management, LLC, Oaktree Capital Management, L.P. and others.
Fury Resources, Inc. entered into an agreement and plan of merger to acquire Battalion Oil Corporation (NYSEAM:BATL) from Luminus Management, LLC, Oaktree Capital Management, L.P. and others for approximately $160 million on December 14, 2023. Fury will acquire all of the outstanding shares of Common Stock of Battalion Oil for $9.80 per share in cash, which represents a total transaction value of approximately $450 million. On September 19, 2024, Battalion Oil entered into an amendment to the previously disclosed Agreement and Plan of Merger with Fury Resources, Inc., pursuant to which Parent has agreed to acquire all of the outstanding shares of Common Stock of the Company for $7.00 per share in cash. The Preferred Stock of Battalion Oil held by Luminus Management LLC and funds and accounts managed by Oaktree Capital Management, L.P., or their respective affiliates (collectively, the "Rollover Stockholders"), will be contributed to Buyer in exchange for new preferred shares of Buyer, or sold to Buyer for cash. Fury has received debt commitments from Fortress Credit Corp. and AI Partners Asset Management Co., Ltd to finance a portion of the Merger Consideration under the Merger Agreement. Upon termination of the merger agreement by Battalion, Battalion will be required to pay Fury Resources a termination fee of up to $8,000,000 in cash, which constitutes approximately 2% of Fury Resources’s total enterprise value in the merger. Upon termination of the merger agreement by Fury Resources, Fury Resources will be required to pay Battalion a termination fee of up to $20,000,000 in cash.
The transaction is subject to various closing conditions. Such conditions include customary closing conditions, such as the approval of Battalion's stockholders. In connection with the transaction, the Rollover Stockholders, who collectively own 61.61% of the Common Stock of the Company, entered into a Voting Agreement with Buyer pursuant to which they have agreed, among other things, to vote 6,254,652 of their shares of Common Stock, which in the aggregate represents 38% of the total voting power of the shares of capital stock of the Company, in favor of adopting the Merger Agreement. The transaction is subject to the requisite approval under applicable Law of the Series A-1 CoD Amendment, and the filing of the Series A 1 CoD Amendment with the Delaware Secretary of State; Preferred Stock Transactions shall have been consummated by the Insider Stockholders; The Series A-1 Amendment shall have been approved by all necessary corporate actions under applicable Law, and shall have been filed with the Secretary of State of the State of Delaware pursuant to the DGCL. Battalion Board of Directors formed a special committee of the Board comprised solely of independent and disinterested directors to evaluate the merger. The board of directors of Battalion and Fury Resources have unanimously approved the transaction. The board of directors of Battalion recommends that stockholders vote for the merger. The special meeting of Battalion shareholders will be held on March 18, 2024. The transaction is expected to close in the first quarter of 2024. As of June 11, 2024, the expected closing date was extended from June 12, 2024 to September 12, 2024. As of September 19, 2024, the transaction is expected to close in the fourth quarter of 2024. As of November 14, 2024, Battalion Oil Corporation was informed by Fury Resource that it fail to meet certain deadlines (described below) set forth in the Agreement and Plan of Merger. Pursuant to the Merger Agreement, Fury Resources is obligated to deliver to the Company, on or before 5:00 p.m. Central Time on the date that is seven (7) days prior to the anticipated closing date of the transaction and the date that is seven (7) days prior to the Closing Date, the “ Funding Deadline ”), evidence reasonably satisfactory to the Company (“ Evidence of Funding ”) that Parent has funded into an escrow account (the “ Escrow Account ”) an amount of cash available for withdrawal equal to or greater than $160,000,000, minus the initial $10,000,000 funded into such Escrow Account prior to the time the Merger Agreement was executed and any other amounts funded into such Escrow Account. Prior to November 14, 2024, Fury Resources and the Battalion Oil anticipated the Closing Date would be November 21, 2024 and the Funding Deadline would be November 14, 2024.
Houlihan Lokey Capital, Inc. acted as financial advisor and fairness opinion provider to Battalion Board. William T. Heller IV and Jeff M. Dobbs Mayer Brown LLP acted as legal counsel to Battalion. Jefferies LLC, Northland Capital Markets and Bond TI acted as financial advisors and Michael A. Hedge and Jason C. Dreibelbis of K&L Gates LLP acted as legal counsel to Fury. Houlihan Lokey, Mayer Brown and K&L Gates LLP also provided due diligence services. David Cosgrove of Dechert LLP acted as legal advisor to Luminus Management, Oaktree Capital and Lion Point. Houlihan Lokey became entitled to an opinion fee of $500,000 upon the rendering of its opinion and will receive a fee for financial advisor in connection with the merger which is currently estimated to be approximately $5,500,000 million. Hillary Holmes of Gibson, Dunn & Crutcher LLP represented Houlihan Lokey Howard & Zukin, Inc.
Fury Resources, Inc. cancelled the acquisition of Battalion Oil Corporation (NYSEAM:BATL) from Luminus Management, LLC, Oaktree Capital Management, L.P. and others on December 20, 2024. Pursuant to the terms of the Merger Agreement, Battalion Oil is entitled to retain the Release Amount (approximately $10 million) in partial satisfaction of Fury’s obligation to pay the Battalion a fee as a result of such termination, and such amount is not refundable, and (b) Fury is obligated to pay the Battalion the remaining portion of such fee in an amount equal to $15 million within two business days of Parent’s receipt of the Termination Notice.