Fury Resources to acquire Battalion Oil for $9.80 per share in cash

Battalion Oil Corporation had entered into an Agreement and Plan of Merger with Fury Resources pursuant to which Parent will acquire all of the outstanding shares of Common Stock of the Company, for $9.80 per share in cash, which represents a total transaction value of approximately $450M. The Preferred Stock of the Company held by Luminus Management and funds and accounts managed by Oaktree Capital Management, L.P., or their respective affiliates, 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.