Battalion Oil (BATL) Proxy Filing summary

Executive summary

• Entered into a Seventh Amendment to the Merger Agreement, reducing the per-share merger consideration from $9.80 to $7.00 in cash for each outstanding share of common stock.

• All outstanding preferred stock will be rolled over into new preferred equity of the acquiring parent, Fury Resources, at specified valuations.

• The transaction is expected to close in Q4 2024, subject to shareholder approval and other customary closing conditions.

• Parent has secured $200 million in debt commitments, $188 million in preferred stock commitments, and $160 million in equity commitments.

• Post-transaction, the parent is expected to have approximately $100 million in cash on its balance sheet.

Voting matters and shareholder proposals

• Luminus and Oaktree, holding 61.61% of common stock, have agreed to vote in favor of the merger, representing 38% of total voting power.

• A proxy statement and Schedule 13e-3 will be filed and mailed to shareholders for voting at a special meeting.

• The company may consider superior proposals under certain conditions, with a defined process for board consideration and negotiation.

Board of directors and corporate governance

• The board and a special committee unanimously determined the amended merger terms are fair and in the best interests of unaffiliated shareholders.

• The board recommends shareholders approve the amended merger agreement.

• Post-closing, the parent’s board will be set at five directors, as outlined in the stockholders’ agreement.