0001140361-24-016726.txt : 20240329 0001140361-24-016726.hdr.sgml : 20240329 20240329214531 ACCESSION NUMBER: 0001140361-24-016726 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240327 FILED AS OF DATE: 20240329 DATE AS OF CHANGE: 20240329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD Corp /ON/ CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] ORGANIZATION NAME: 05 Real Estate & Construction STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805301 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805306 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805305 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805307 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: Brookfield Oaktree Holdings, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805310 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 FORMER NAME: FORMER CONFORMED NAME: Oaktree Capital Group, LLC DATE OF NAME CHANGE: 20070618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAM Partners Trust CENTRAL INDEX KEY: 0001861643 ORGANIZATION NAME: STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805302 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: Brookfield OCM Holdings II, LLC CENTRAL INDEX KEY: 0001407178 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805309 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: OCM HOLDINGS I, LLC DATE OF NAME CHANGE: 20070820 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield OCM Holdings, LLC CENTRAL INDEX KEY: 0001407181 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805308 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, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund GP, LLC CENTRAL INDEX KEY: 0001499005 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805304 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 24805303 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] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 820 GESSNER ROAD STREET 2: SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 832-538-0300 MAIL ADDRESS: STREET 1: 820 GESSNER ROAD STREET 2: SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77024 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 FORM 4 X0508 4 2024-03-27 0001282648 BATTALION OIL CORP BATL 0001403528 Brookfield Oaktree Holdings, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 true true 0001407178 Brookfield OCM Holdings II, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 true true 0001407181 Brookfield OCM Holdings, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 true true 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 true true 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 true true 0001402746 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 true true 0001499005 Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 true true 0001791870 OCM HLCN Holdings, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 true true 0001861643 BAM Partners Trust BROOKFIELD PLACE, SUITE 100 181 BAY STREET P.O. BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001001085 BROOKFIELD Corp /ON/ BROOKFIELD PLACE 181 BAY STREET SUITE 300 P.O. BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA true true false Series A-3 Redeemable Convertible Preferred Stock 2024-03-27 4 A 0 6376 A Common Stock 6376 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) Brookfield OCM Holdings II, LLC (f/k/a OCM Holdings I, LLC) ("Holdings II"), in its capacity as general partner of Capital I, (vi) Brookfield OCM Holdings, LLC (f/k/a Oaktree Holdings, LLC) ("Holdings LLC"), in its capacity as the managing member of Holdings II, (vii) Brookfield Oaktree Holdings, LLC (f/k/a Oaktree Capital Group, LLC) ("BOH"), 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 BOH, (cont.) (ix) Brookfield Corporation ("Brookfield"), in its capacity as the indirect owner of class A units of BOH, and (x) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of class B limited voting shares of Brookfield. Brookfield Oaktree Holdings, 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 BOH, and Brookfield, in its capacity as the indirect owner of the class A units of BOH, each have the ability to appoint and remove certain directors of BOH and, as such, may indirectly control the decisions of BOH 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. (cont.) 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 4 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 27, 2024 (the "Series A-3 Purchase Agreement"), on March 27, 2024 (the "Issuance Date"), OCM HLCN acquired from the Issuer 6,376 shares of Series A-3 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-3 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $6.2 million. Pursuant to the Certificate of Designations contemplated by the Series A-3 Purchase Agreement (the "Series A-3 Certificate of Designations"), the conversion price of the Series A-3 Preferred Shares is $6.83 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-3 Certificate of Designations. Subject to the terms and conditions of the Series A-3 Certificate of Designations, commencing on July 25, 2024, all or any portion of the Series A-3 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-3 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-3 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-3 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-3 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-3 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-3 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-3 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-3 Certificate of Designations. In the event of a change of control transaction, the Series A-3 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-3 Certificate of Designations. BROOKFIELD OAKTREE HOLDINGS, LLC By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President 2024-03-29 BROOKFIELD OCM HOLDINGS II, LLC By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President 2024-03-29 BROOKFIELD OCM HOLDINGS, LLC By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President 2024-03-29 OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President 2024-03-29 OAKTREE CAPITAL I, L.P. By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President 2024-03-29 OAKTREE FUND GP I, L.P. By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President 2024-03-29 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 2024-03-29 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 2024-03-29 BAM PARTNERS TRUST, by its trustee BAM CLASS B PARTNERS INC. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Secretary 2024-03-29 BROOKFIELD CORPORATION By: /s/ Swati Mandava Name: Swati Mandava Title: Managing Director - Legal & Regulatory 2024-03-29