0001140361-23-014950.txt : 20230330
0001140361-23-014950.hdr.sgml : 20230330
20230330210150
ACCESSION NUMBER: 0001140361-23-014950
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230328
FILED AS OF DATE: 20230330
DATE AS OF CHANGE: 20230330
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROOKFIELD Corp /ON/
CENTRAL INDEX KEY: 0001001085
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782644
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC.
DATE OF NAME CHANGE: 20051116
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN CORP/
DATE OF NAME CHANGE: 20010321
FORMER NAME:
FORMER CONFORMED NAME: EDPERBRASCAN CORP
DATE OF NAME CHANGE: 19970904
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Oaktree Capital I, L.P.
CENTRAL INDEX KEY: 0001403530
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782649
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P.
CENTRAL INDEX KEY: 0001402746
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782648
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC
CENTRAL INDEX KEY: 0001403525
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782652
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Oaktree Capital Group, LLC
CENTRAL INDEX KEY: 0001403528
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782653
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAM Partners Trust
CENTRAL INDEX KEY: 0001861643
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782645
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J 2T3
BUSINESS PHONE: 416-369-2621
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J 2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC
CENTRAL INDEX KEY: 0001407178
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782650
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
FORMER NAME:
FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC
DATE OF NAME CHANGE: 20070718
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC
CENTRAL INDEX KEY: 0001407181
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782651
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Oaktree Fund GP, LLC
CENTRAL INDEX KEY: 0001499005
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782647
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OCM HLCN Holdings, L.P.
CENTRAL INDEX KEY: 0001791870
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 23782646
BUSINESS ADDRESS:
STREET 1: C/O OAKTREE CAPITAL GROUP HOLDINGS GP, L
STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6739
MAIL ADDRESS:
STREET 1: C/O OAKTREE CAPITAL GROUP HOLDINGS GP, L
STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BATTALION OIL CORP
CENTRAL INDEX KEY: 0001282648
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 200700684
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3505 WEST SAM HOUSTON PARKWAY NORTH
STREET 2: SUITE 300
CITY: HOUSTON
STATE: TX
ZIP: 77043
BUSINESS PHONE: 832-538-0300
MAIL ADDRESS:
STREET 1: 3505 WEST SAM HOUSTON PARKWAY NORTH
STREET 2: SUITE 300
CITY: HOUSTON
STATE: TX
ZIP: 77043
FORMER COMPANY:
FORMER CONFORMED NAME: HALCON RESOURCES CORP
DATE OF NAME CHANGE: 20120209
FORMER COMPANY:
FORMER CONFORMED NAME: RAM ENERGY RESOURCES INC
DATE OF NAME CHANGE: 20060518
FORMER COMPANY:
FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP
DATE OF NAME CHANGE: 20040304
4
1
form4.xml
X0407
4
2023-03-28
0001282648
BATTALION OIL CORP
BATL
0001403528
Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES
CA
90071
true
0001403525
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES
CA
90071
true
0001407181
OAKTREE HOLDINGS, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES
CA
90071
true
0001407178
OCM HOLDINGS I, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES
CA
90071
true
0001403530
Oaktree Capital I, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES
CA
90071
true
0001402746
OAKTREE FUND GP I, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES
CA
90071
true
0001499005
Oaktree Fund GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES
CA
90071
true
0001791870
OCM HLCN Holdings, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES
CA
90071
true
0001861643
BAM Partners Trust
BROOKFIELD PLACE, SUITE 100
181 BAY ST. PO BOX 762
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
0001001085
BROOKFIELD Corp /ON/
BROOKFIELD PLACE, SUITE 100
181 BAY ST. PO BOX 762
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
false
Series A Redeemable Convertible Preferred Stock
2023-03-28
4
A
0
6526
A
Common Stock
6526
I
See Footnotes
This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) OCM HLCN Holdings, L.P. ("OCM HLCN"), (ii) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM HLCN, (iii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (iv) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (v) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (vi) Oaktree Holdings, LLC ("Holdings LLC"), in its capacity as the managing member of Holdings I, (vii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings LLC, (viii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG, (ix) Brookfield Corporation ("Brookfield"), in its capacity as the indirect owner of class A units of OCG, and
(x) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of class B limited voting shares of Brookfield. Oaktree Capital Group, LLC is managed by its ten-member board of directors. OCGH GP, in its capacity as the indirect owner of the class B units of OCG, and Brookfield, in its capacity as the indirect owner of the class A units of OCG, each have the ability to appoint and remove certain directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by OCM HLCN. BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, has the ability to appoint and remove certain directors of Brookfield and, as such, may indirectly control the decisions of Brookfield regarding the vote and disposition of securities held by OCM HLCN. The securities reported herein are directly beneficially owned by OCM HLCN.
Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
Pursuant to a Purchase Agreement dated as of March 28, 2023 (the "Series A Purchase Agreement"), on March 28, 2023 (the "Issuance Date"), OCM HLCN acquired from the Issuer 6,526 shares of Series A Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $6.4 million.
Pursuant to the Certificate of Designations contemplated by the Series A Purchase Agreement (the "Series A Certificate of Designations"), the conversion price of the Series A Preferred Shares is $9.03 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A Certificate of Designations.
Subject to the terms and conditions of the Series A Certificate of Designations, all or any portion of the Series A Preferred Shares may be converted by OCM HLCN at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A Certificate of Designations) and (ii) the then-applicable conversion price.
The Series A Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A Preferred Shares into Common Stock using the then-applicable Conversion Ratio.
The Series A Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A Certificate of Designations. In the event of a change of control transaction, the Series A Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A Certificate of Designations.
OAKTREE CAPITAL GROUP, LLC
By: /s/ Henry Orren
Name: Henry Orren
Title: Senior Vice President
2023-03-30
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
By: /s/ Henry Orren
Name: Henry Orren
Title: Senior Vice President
2023-03-30
OAKTREE HOLDINGS, LLC
By: /s/ Henry Orren
Name: Henry Orren
Title: Senior Vice President
2023-03-30
OCM HOLDINGS I, LLC
By: /s/ Henry Orren
Name: Henry Orren
Title: Senior Vice President
2023-03-30
OAKTREE CAPITAL I, L.P.
By: /s/ Henry Orren
Name: Henry Orren
Title: Senior Vice President
2023-03-30
OAKTREE FUND GP I, L.P.
By: /s/ Henry Orren
Name: Henry Orren
Title: Senior Vice President
2023-03-30
OAKTREE FUND GP, LLC
By: Oaktree Fund GP I, L.P.
Its: Managing Member
By: /s/ Henry Orren
Name: Henry Orren
Title: Senior Vice President
2023-03-30
OCM HLCN HOLDINGS, L.P.
By: Oaktree Fund GP, LLC
Its: General Partner
By: Oaktree Fund GP I, L.P.
Its: Managing Member
By: /s/ Henry Orren
Name: Henry Orren
Title: Senior Vice President
2023-03-30
BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
By: /s/ Kathy Sarpash
Name: Kathy Sarpash
Title: Secretary
2023-03-30
BROOKFIELD CORPORATION
By: /s/ Swati Mandava
Name: Swati Mandava
Title: Managing Director - Legal & Regulatory
2023-03-30