BATL - Battalion Oil Corporation Announces Acquisition By Fury Resources Inc. | Benzinga
Houston, Texas, Dec. 15, 2023 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE:BATL) ("Battalion" or the "Company") announced today that it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Fury Resources, Inc. ("Buyer" or "Parent"), pursuant to which Parent will acquire all of the outstanding shares of Common Stock of the Company (the "Common Stock"), for $9.80 per share in cash (the "Merger Consideration"), which represents a total transaction value of approximately $450 million. The Preferred Stock of the Company 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, in each case at a valuation based on the conversion or redemption value of such Preferred Stock.
The transaction is expected to close in the first quarter of 2024, subject to various closing conditions. Such conditions include customary closing conditions, such as the approval of Battalion's stockholders.
Parent 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.
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.
For Battalion, Houlihan Lokey Capital, Inc. acted as financial advisor and Mayer Brown LLP is acting as legal counsel. Jefferies LLC acted as financial advisor and K&L Gates LLP is acting as legal counsel to the Buyer.
Avi Mirman, Executive Chairman of the Board of Parent commented, "We are excited to announce this transaction with Battalion and believe we are well positioned to drive value growth for our investors as we return the asset to active development. It has been a pleasure working with the Battalion team on this transaction, and we look forward to continuing that work as we move toward a successful close.
The acquisition of Battalion represents a return to the Delaware Basin for our team, which now includes Battalion's former CEO Richard Little. Our team has ...