INTRODUCTION
This Amendment No. 6 (this “Amendment No. 6”) to the Transaction Statement on Schedule 13E-3 (as amended, the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) Battalion Oil Corporation, a Delaware corporation (“Battalion” or the “Company”) and the issuer of the common stock, par value $0.0001 per share (the “Company common stock”) that is the subject of the Rule 13e-3 transaction; (2) Luminus Management, LLC, a Delaware limited liability company; (3) Luminus Energy Partners Master Fund, Ltd., a Bermuda limited company; (4) Oaktree Capital Holdings, LLC, a Delaware limited liability company, (5) OCM HLCN Holdings, L.P., a Delaware limited partnership (and, together with Oaktree Capital Holdings, LLC, the “Oaktree Entities”); (6) Ruckus Energy Holdings, LLC, a Delaware limited liability company; (7) Fury Resources, Inc., a Delaware corporation; (8) The Bralina Group LLC, a Delaware limited liability company; (9) Richard H. Little, a resident of the State of Texas; (10) Gen IV Investment Opportunities, LLC, a Delaware limited liability company; (11) LSP Generation IV, LLC, a Delaware limited liability company; and (12) LSP Investment Advisors, LLC, a Delaware limited liability company.
The Transaction Statement relates to the Agreement and Plan of Merger, dated December 14, 2023 (including all exhibits and documents attached thereto, and as it may be amended, supplemented or modified, from time to time, the “Merger Agreement”), by and among the Company, Fury Resources, Inc., a Delaware corporation (“Parent”), and San Jacinto Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
In connection with changes in the organizational structure of the Oaktree Entities and their affiliates, the Filing Persons for the Oaktree Entities for this Transaction Statement are amended to be Oaktree Capital Holdings, LLC and OCM HLCN Holdings, L.P.
Pursuant to General Instruction J to Schedule 13E-3, the information previously disclosed in the Transaction Statement is omitted from this Amendment No. 6. Such information previously disclosed in the Transaction Statement is incorporated by reference into this Amendment No. 6, except that such information is amended and supplemented to the extent provided in this Amendment No. 6.
While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.
The information concerning the Company contained in, or incorporated by reference into, this Transaction Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.